AGQ 10-Q Quarterly Report March 31, 2015 | Alphaminr

AGQ 10-Q Quarter ended March 31, 2015

PROSHARES TRUST II
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10-Q 1 d896636d10q.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 March 31, 2015.

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.

148

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

178

Item 4. Controls and Procedures.

195

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

196

Item 1A. Risk Factors.

196

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

196

Item 3. Defaults Upon Senior Securities.

200

Item 4. Mine Safety Disclosures.

200

Item 5. Other Information.

200

Item 6. Exhibits.

201


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 Managed Futures Strategy

2

ProShares VIX Short-Term Futures ETF

7

ProShares VIX Mid-Term Futures ETF

12

ProShares Short VIX Short-Term Futures ETF

17

ProShares Ultra VIX Short-Term Futures ETF

22

ProShares UltraShort Bloomberg Commodity

27

ProShares UltraShort Bloomberg Crude Oil

32

ProShares UltraShort Bloomberg Natural Gas

37

ProShares UltraShort Gold

42

ProShares UltraShort Silver

47

ProShares Short Euro

52

ProShares UltraShort Australian Dollar

57

ProShares UltraShort Euro

62

ProShares UltraShort Yen

67

ProShares Ultra Bloomberg Commodity

72

ProShares Ultra Bloomberg Crude Oil

77

ProShares Ultra Bloomberg Natural Gas

82

ProShares Ultra Gold

87

ProShares Ultra Silver

92

ProShares Ultra Australian Dollar

97

ProShares Ultra Euro

102

ProShares Ultra Yen

107

ProShares Trust II

112

Notes to Financial Statements

116

1


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 8,302,902 $ 6,135,185

Segregated cash balances with brokers for futures contracts

269,253 195,142

Receivable on open futures contracts

37,013 17,445

Offering costs (Note 5)

33,164 49,384

Limitation by Sponsor

11,008 9,474

Total assets

8,653,340 6,406,630

Liabilities and shareholders’ equity

Liabilities

Payable for offering costs

65,785 65,785

Total liabilities

65,785 65,785

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

8,587,555 6,340,845

Total liabilities and shareholders’ equity

$ 8,653,340 $ 6,406,630

Shares outstanding

400,010 300,010

Net asset value per share

$ 21.47 $ 21.14

Market value per share (Note 2)

$ 21.50 $ 21.28

See accompanying notes to financial statements.

2


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Futures Contracts Purchased ††

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

Cocoa Futures - ICE, expires May 2015

16 $ 431,840 $ (39,713 )

Cotton No. 2 Futures - ICE, expires May 2015

8 252,400 (633 )

Soybean Futures - CBT, expires May 2015

5 243,313 (3,244 )

US 10 YR Note Futures - CBT, expires June 2015

10 1,289,063 (1,594 )

$ (45,184 )

Futures Contracts Sold††

Coffee ‘C’ Futures - ICE, expires May 2015

2 $ 99,675 $ 26,006

Copper Futures - COMEX, expires May 2015

4 274,000 (16,262 )

Copper Mini Futures - COMEX, expires May 2015

1 34,250 775

Corn Futures - CBT, expires May 2015

10 188,125 8,675

Natural Gas Futures - NYMEX, expires May 2015

6 158,400 9,950

Natural Gas Mini Futures - NYMEX, expires May 2015

2 13,200 1,200

NY Harbor ULSD Futures-NYMEX, May 2015

2 143,472 14,330

RBOB Gasoline Futures - NYMEX, expires May 2015

2 148,680 7,543

Silver Mini Futures - ICE, expires May 2015

8 132,784 4,544

Sugar #11 Futures - CBT, expires May 2015

13 173,701 34,600

Wheat Futures - CBT, expires May 2015

9 230,288 6,700

WTI Crude Oil Futures - NYMEX, expires May 2015

2 95,200 11,260

Australian Dollar Fx Currency Futures - CME, expires June 2015

5 379,050 9,500

British Pound Fx Currency Futures - CME, expires June 2015

7 649,119 15,419

Canadian Dollar Fx Currency Futures - CME, expires June 2015

5 394,600 7,000

Gold Mini Futures - ICE, expires June 2015

6 228,239 694

Euro Fx Currency Mini Futures - CME, expires June 2015

8 537,700 15,619

Lean Hogs Futures - CME, expires June 2015

8 242,560 15,910

Live Cattle Futures - CME, expires June 2015

6 365,580 (15,290 )

Japanese Yen Fx Currency Futures - CME, expires June 2015

4 417,300 850

Swiss Franc Fx Currency Futures - CME, expires June 2015

2 257,875 (200 )

US Treasury Long Bond Futures - CBT, expires June 2015

6 983,250 (30,406 )

$ 128,417

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

See accompanying notes to financial statements.

3


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY*

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Three months ended
March 31, 2015

Investment Income

Interest

$

Expenses

Brokerage commissions

1,334

Offering costs

16,221

Limitation by Sponsor

(1,534 )

Total expenses

16,021

Net investment income (loss)

(16,021 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

119,252

Net realized gain (loss)

119,252

Change in net unrealized appreciation/depreciation on

Futures contracts

(21,094 )

Change in net unrealized appreciation/depreciation

(21,094 )

Net realized and unrealized gain (loss)

98,158

Net income (loss)

$ 82,137

Net income (loss) per weighted-average share

$ 0.22

Weighted-average shares outstanding

370,010

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

See accompanying notes to financial statements.

4


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 6,340,845

Addition of 200,000 shares

4,304,676

Redemption of 100,000 shares

(2,140,103 )

Net addition (redemption) of 100,000 shares

2,164,573

Net investment income (loss)

(16,021 )

Net realized gain (loss)

119,252

Change in net unrealized appreciation/depreciation

(21,094 )

Net income (loss)

82,137

Shareholders’ equity, at March 31, 2015

$ 8,587,555

See accompanying notes to financial statements.

5


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY*

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Three months ended
March 31, 2015

Cash flow from operating activities

Net income (loss)

$ 82,137

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

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

(74,111 )

Decrease (Increase) in receivable on futures contracts

(19,568 )

Decrease (Increase) in Limitation by Sponsor

(1,534 )

Change in offering cost

16,220

Net cash provided by (used in) operating activities

3,144

Cash flow from financing activities

Proceeds from addition of shares

4,304,676

Payment on shares redeemed

(2,140,103 )

Net cash provided by (used in) financing activities

2,164,573

Net increase (decrease) in cash

2,167,717

Cash, beginning of period

6,135,185

Cash, end of period

$ 8,302,902

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

See accompanying notes to financial statements.

6


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 2,165,472 $ 1,694,791

Segregated cash balances with brokers for futures contracts

11,020,165 18,439,750

Short-term U.S. government and agency obligations (Note 3) (cost $131,183,329 and $82,086,464, respectively)

131,184,020 82,088,299

Receivable on open futures contracts

5,219,208 9,317,236

Total assets

149,588,865 111,540,076

Liabilities and shareholders’ equity

Liabilities

Management fee payable

101,356 80,751

Total liabilities

101,356 80,751

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

149,487,509 111,459,325

Total liabilities and shareholders’ equity

$ 149,588,865 $ 111,540,076

Shares outstanding

8,749,812 5,324,812

Net asset value per share

$ 17.08 $ 20.93

Market value per share (Note 2)

$ 17.01 $ 20.99

See accompanying notes to financial statements.

7


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(88% of shareholders’ equity)

U.S. Treasury Bills:

0.036% due 04/16/15

$ 5,181,000 $ 5,180,968

0.026% due 04/30/15

3,973,000 3,972,856

0.061% due 05/14/15

4,724,000 4,723,859

0.017% due 05/21/15

9,229,000 9,228,680

0.049% due 05/28/15

18,620,000 18,619,116

0.046% due 06/04/15

105,000 104,996

0.013% due 06/11/15

3,645,000 3,644,856

0.016% due 06/18/15

7,018,000 7,017,772

0.021% due 06/25/15†

8,833,000 8,832,792

0.024% due 07/02/15

12,954,000 12,953,006

0.039% due 07/09/15

3,121,000 3,120,828

0.036% due 07/16/15

11,521,000 11,519,812

0.043% due 07/23/15

10,365,000 10,363,861

0.035% due 07/30/15

907,000 906,879

0.057% due 08/06/15†

7,920,000 7,918,463

0.050% due 08/13/15†

23,080,000 23,075,276

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

$ 131,184,020

Futures Contracts Purchased††

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

VIX Futures - CBOE, expires April 2015

4,166 $ 67,801,650 $ (5,816,262 )

VIX Futures - CBOE, expires May 2015

4,594 81,888,050 710,151

$ (5,106,111 )

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

See accompanying notes to financial statements.

8


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 9,907 $ 23,668

Expenses

Management fee

243,400 377,465

Brokerage commissions

40,979

Total expenses

284,379 377,465

Net investment income (loss)

(274,472 ) (353,797 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(8,978,330 ) 15,779,707

Short-term U.S. government and agency obligations

2,154 6,606

Net realized gain (loss)

(8,976,176 ) 15,786,313

Change in net unrealized appreciation/depreciation on

Futures contracts

(11,370,731 ) 11,625,721

Short-term U.S. government and agency obligations

(1,144 ) (4,584 )

Change in net unrealized appreciation/depreciation

(11,371,875 ) 11,621,137

Net realized and unrealized gain (loss)

(20,348,051 ) 27,407,450

Net income (loss)

$ (20,622,523 ) $ 27,053,653

Net income (loss) per weighted-average share

$ (3.51 ) $ 4.41

Weighted-average shares outstanding

5,878,423 6,135,368

See accompanying notes to financial statements.

9


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

S TATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 111,459,325

Addition of 4,575,000 shares

84,542,261

Redemption of 1,150,000 shares

(25,891,554 )

Net addition (redemption) of 3,425,000 shares

58,650,707

Net investment income (loss)

(274,472 )

Net realized gain (loss)

(8,976,176 )

Change in net unrealized appreciation/depreciation

(11,371,875 )

Net income (loss)

(20,622,523 )

Shareholders’ equity, at March 31, 2015

$ 149,487,509

See accompanying notes to financial statements.

10


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (20,622,523 ) $ 27,053,653

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

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

7,419,585 39,131,350

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

(49,096,865 ) 113,480,989

Change in unrealized appreciation/depreciation on investments

1,144 4,584

Decrease (Increase) in receivable on futures contracts

4,098,028 3,179,017

Increase (Decrease) in management fee payable

20,605 (122,678 )

Increase (Decrease) in payable on futures contracts

3,088,786

Net cash provided by (used in) operating activities

(58,180,026 ) 185,815,701

Cash flow from financing activities

Proceeds from addition of shares

84,542,261 42,065,649

Payment on shares redeemed

(25,891,554 ) (230,347,582 )

Net cash provided by (used in) financing activities

58,650,707 (188,281,933 )

Net increase (decrease) in cash

470,681 (2,466,232 )

Cash, beginning of period

1,694,791 4,333,752

Cash, end of period

$ 2,165,472 $ 1,867,520

See accompanying notes to financial statements.

11


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 1,303,894 $ 1,634,082

Segregated cash balances with brokers for futures contracts

2,134,050 1,906,950

Short-term U.S. government and agency obligations (Note 3) (cost $27,674,827 and $24,104,754, respectively)

27,675,412 24,105,906

Receivable on open futures contracts

321,319 1,783,328

Total assets

31,434,675 29,430,266

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

3,034,067 7,947,955

Management fee payable

21,578 22,736

Total liabilities

3,055,645 7,970,691

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

28,379,030 21,459,575

Total liabilities and shareholders’ equity

$ 31,434,675 $ 29,430,266

Shares outstanding

462,404 337,404

Net asset value per share

$ 61.37 $ 63.60

Market value per share (Note 2)

$ 61.09 $ 63.89

See accompanying notes to financial statements.

12


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(98% of shareholders’ equity)

U.S. Treasury Bills:

0.043% due 04/16/15

$ 5,374,000 $ 5,373,967

0.036% due 04/30/15

1,593,000 1,592,942

0.031% due 05/21/15

5,405,000 5,404,813

0.071% due 05/28/15

851,000 850,960

0.087% due 06/11/15

3,675,000 3,674,855

0.015% due 06/18/15

1,773,000 1,772,942

0.030% due 07/02/15

1,020,000 1,019,922

0.036% due 07/16/15

6,167,000 6,166,364

0.045% due 08/06/15†

1,819,000 1,818,647

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

$ 27,675,412

Futures Contracts Purchased††

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

VIX Futures - CBOE, expires July 2015

235 $ 4,388,625 $ (167,050 )

VIX Futures - CBOE, expires August 2015

497 9,380,875 (449,540 )

VIX Futures - CBOE, expires September 2015

497 9,529,975 57,125

VIX Futures - CBOE, expires October 2015

261 5,082,975 59,075

$ (500,390 )

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

See accompanying notes to financial statements.

13


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 2,714 $ 5,328

Expenses

Management fee

58,236 115,336

Brokerage commissions

8,037

Total expenses

66,273 115,336

Net investment income (loss)

(63,559 ) (110,008 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

126,671 (5,397,902 )

Short-term U.S. government and agency obligations

1,238 483

Net realized gain (loss)

127,909 (5,397,419 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(761,055 ) 2,889,479

Short-term U.S. government and agency obligations

(567 ) 468

Change in net unrealized appreciation/depreciation

(761,622 ) 2,889,947

Net realized and unrealized gain (loss)

(633,713 ) (2,507,472 )

Net income (loss)

$ (697,272 ) $ (2,617,480 )

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

$ (1.59 ) $ (3.64 )

Weighted-average shares outstanding (Note 1)

437,682 718,126

See accompanying notes to financial statements.

14


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 21,459,575

Addition of 200,000 shares

12,344,563

Redemption of 75,000 shares

(4,727,836 )

Net addition (redemption) of 125,000 shares

7,616,727

Net investment income (loss)

(63,559 )

Net realized gain (loss)

127,909

Change in net unrealized appreciation/depreciation

(761,622 )

Net income (loss)

(697,272 )

Shareholders’ equity, at March 31, 2015

$ 28,379,030

.

See accompanying notes to financial statements.

15


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (697,272 ) $ (2,617,480 )

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

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

(227,100 ) (675,210 )

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

(3,570,073 ) (2,655,070 )

Change in unrealized appreciation/depreciation on investments

567 (468 )

Decrease (Increase) in receivable on futures contracts

1,462,009 100,734

Increase (Decrease) in management fee payable

(1,158 ) (3,141 )

Increase (Decrease) in payable on futures contracts

1,009,664

Net cash provided by (used in) operating activities

(3,033,027 ) (4,840,971 )

Cash flow from financing activities

Proceeds from addition of shares

12,344,563 21,263,524

Payment on shares redeemed

(9,641,724 ) (17,309,533 )

Net cash provided by (used in) financing activities

2,702,839 3,953,991

Net increase (decrease) in cash

(330,188 ) (886,980 )

Cash, beginning of period

1,634,082 1,906,397

Cash, end of period

$ 1,303,894 $ 1,019,417

See accompanying notes to financial statements.

16


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 4,143,193 $ 9,122,219

Segregated cash balances with brokers for futures contracts

55,500,260 85,244,950

Short-term U.S. government and agency obligations (Note 3) (cost $222,916,842 and $446,972,637, respectively)

222,919,943 446,975,220

Total assets

282,563,396 541,342,389

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

3,358,781

Payable on open futures contracts

1,425,781 31,020,019

Management fee payable

286,643 407,465

Total liabilities

1,712,424 34,786,265

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

280,850,972 506,556,124

Total liabilities and shareholders’ equity

$ 282,563,396 $ 541,342,389

Shares outstanding

4,150,040 8,250,040

Net asset value per share

$ 67.67 $ 61.40

Market value per share (Note 2)

$ 68.04 $ 61.16

See accompanying notes to financial statements.

17


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(79% of shareholders’ equity)

U.S. Treasury Bills:

0.043% due 04/16/15

$ 6,920,000 $ 6,919,957

0.044% due 05/14/15

12,864,000 12,863,615

0.032% due 05/21/15

12,226,000 12,225,576

0.073% due 05/28/15

3,786,000 3,785,820

0.061% due 06/04/15

13,984,000 13,983,502

0.017% due 06/11/15

4,401,000 4,400,827

0.015% due 06/18/15

19,284,000 19,283,373

0.041% due 06/25/15†

25,966,000 25,965,387

0.022% due 07/02/15†

43,634,000 43,630,653

0.057% due 07/09/15†

16,047,000 16,046,118

0.028% due 07/16/15

21,796,000 21,793,753

0.047% due 07/23/15

4,213,000 4,212,537

0.030% due 07/30/15

20,999,000 20,996,201

0.061% due 08/06/15†

6,164,000 6,162,804

0.045% due 08/13/15†

10,652,000 10,649,820

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

$ 222,919,943

Futures Contracts Sold††

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

VIX Futures - CBOE, expires April 2015

7,729 $ 125,789,475 $ 8,591,734

VIX Futures - CBOE, expires May 2015

8,675 154,631,875 (1,599,750 )

$ 6,991,984

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

See accompanying notes to financial statements.

18


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 29,929 $ 24,205

Expenses

Management fee

1,039,580 503,918

Brokerage commissions

482,841 291,326

Total expenses

1,522,421 795,244

Net investment income (loss)

(1,492,492 ) (771,039 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

23,811,285 2,731,436

Short-term U.S. government and agency obligations

23,269 2,814

Net realized gain (loss)

23,834,554 2,734,250

Change in net unrealized appreciation/depreciation on

Futures contracts

23,344,133 (33,756 )

Short-term U.S. government and agency obligations

518 1,509

Change in net unrealized appreciation/depreciation

23,344,651 (32,247 )

Net realized and unrealized gain (loss)

47,179,205 2,702,003

Net income (loss)

$ 45,686,713 $ 1,930,964

Net income (loss) per weighted-average share

$ 6.08 $ 0.55

Weighted-average shares outstanding

7,510,596 3,491,151

See accompanying notes to financial statements.

19


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 506,556,124

Addition of 2,150,000 shares

118,885,967

Redemption of 6,250,000 shares

(390,277,832 )

Net addition (redemption) of (4,100,000) shares

(271,391,865 )

Net investment income (loss)

(1,492,492 )

Net realized gain (loss)

23,834,554

Change in net unrealized appreciation/depreciation

23,344,651

Net income (loss)

45,686,713

Shareholders’ equity, at March 31, 2015

$ 280,850,972

See accompanying notes to financial statements.

20


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ 45,686,713 $ 1,930,964

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

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

29,744,690 (11,354,850 )

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

224,055,795 (63,929,582 )

Change in unrealized appreciation/depreciation on investments

(518 ) (1,509 )

Decrease (Increase) in receivable on futures contracts

(5,880,498 )

Increase (Decrease) in management fee payable

(120,822 ) 64,588

Increase (Decrease) in payable on futures contracts

(29,594,238 )

Net cash provided by (used in) operating activities

269,771,620 (79,170,887 )

Cash flow from financing activities

Proceeds from addition of shares

118,885,967 162,438,045

Payment on shares redeemed

(393,636,613 ) (80,333,451 )

Net cash provided by (used in) financing activities

(274,750,646 ) 82,104,594

Net increase (decrease) in cash

(4,979,026 ) 2,933,707

Cash, beginning of period

9,122,219 2,153,370

Cash, end of period

$ 4,143,193 $ 5,087,077

See accompanying notes to financial statements.

21


Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 5,478,753 $ 3,737,292

Segregated cash balances with brokers for futures contracts

73,653,370 116,907,700

Short-term U.S. government and agency obligations (Note 3) (cost $569,902,127 and $182,641,263, respectively)

569,900,064 182,639,188

Receivable from capital shares sold

7,900,647 12,549,248

Receivable on open futures contracts

37,350,672 42,531,441

Total assets

694,283,506 358,364,869

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

6,272,056

Management fee payable

563,422 302,860

Total liabilities

563,422 6,574,916

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

693,720,084 351,789,953

Total liabilities and shareholders’ equity

$ 694,283,506 $ 358,364,869

Shares outstanding

45,670,099 14,020,099

Net asset value per share

$ 15.19 $ 25.09

Market value per share (Note 2)

$ 15.05 $ 25.15

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(82% of shareholders’ equity)

U.S. Treasury Bills:

0.036% due 04/16/15

$ 212,000 $ 211,999

0.001% due 04/30/15

29,754,000 29,752,923

0.061% due 05/14/15

3,104,000 3,103,907

0.012% due 05/21/15

13,489,000 13,488,532

0.018% due 05/28/15

75,945,000 75,941,393

0.046% due 06/04/15

27,212,000 27,211,031

0.010% due 06/11/15

10,230,000 10,229,597

0.013% due 06/18/15

8,550,000 8,549,722

0.021% due 06/25/15

76,304,000 76,302,199

0.015% due 07/02/15†

8,100,000 8,099,379

0.040% due 07/09/15†

73,985,000 73,980,931

0.027% due 07/16/15†

46,270,000 46,265,229

0.037% due 07/23/15

15,294,000 15,292,319

0.031% due 07/30/15†

46,862,000 46,855,753

0.046% due 08/06/15†

66,459,000 66,446,107

0.048% due 08/13/15†

68,183,000 68,169,043

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

$ 569,900,064

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

VIX Futures - CBOE, expires April 2015

38,547 $ 627,352,425 $ (55,127,903 )

VIX Futures - CBOE, expires May 2015

42,693 761,002,725 6,202,210

$ (48,925,693 )

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

See accompanying notes to financial statements.

23


Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 32,459 $ 21,276

Expenses

Management fee

1,178,762 586,132

Brokerage commissions

903,310 519,447

Total expenses

2,082,072 1,105,579

Net investment income (loss)

(2,049,613 ) (1,084,303 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(135,093,226 ) (3,546,304 )

Short-term U.S. government and agency obligations

4,072 (914 )

Net realized gain (loss)

(135,089,154 ) (3,547,218 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(88,510,946 ) (5,691,916 )

Short-term U.S. government and agency obligations

12 2,542

Change in net unrealized appreciation/depreciation

(88,510,934 ) (5,689,374 )

Net realized and unrealized gain (loss)

(223,600,088 ) (9,236,592 )

Net income (loss)

$ (225,649,701 ) $ (10,320,895 )

Net income (loss) per weighted-average share

$ (8.93 ) $ (2.53 )

Weighted-average shares outstanding

25,266,210 3,714,601

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 351,789,953

Addition of 48,150,000 shares

966,149,726

Redemption of 16,500,000 shares

(398,569,894 )

Net addition (redemption) of 31,650,000 shares

567,579,832

Net investment income (loss)

(2,049,613 )

Net realized gain (loss)

(135,089,154 )

Change in net unrealized appreciation/depreciation

(88,510,934 )

Net income (loss)

(225,649,701 )

Shareholders’ equity, at March 31, 2015

$ 693,720,084

See accompanying notes to financial statements.

25


Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (225,649,701 ) $ (10,320,895 )

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

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

43,254,330 (26,944,250 )

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

(387,260,864 ) (64,317,479 )

Change in unrealized appreciation/depreciation on investments

(12 ) (2,542 )

Decrease (Increase) in receivable on futures contracts

5,180,769

Increase (Decrease) in management fee payable

260,562 44,327

Increase (Decrease) in payable on futures contracts

21,168,707

Net cash provided by (used in) operating activities

(564,214,916 ) (80,372,132 )

Cash flow from financing activities

Proceeds from addition of shares

970,798,327 302,055,786

Payment on shares redeemed

(404,841,950 ) (220,376,697 )

Net cash provided by (used in) financing activities

565,956,377 81,679,089

Net increase (decrease) in cash

1,741,461 1,306,957

Cash, beginning of period

3,737,292 2,240,977

Cash, end of period

$ 5,478,753 $ 3,547,934

See accompanying notes to financial statements.

26


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 555,463 $ 467,766

Short-term U.S. government and agency obligations (Note 3) (cost $4,990,615 and $4,233,396, respectively)

4,990,827 4,233,548

Unrealized appreciation on swap agreements

276,625 567,259

Total assets

5,822,915 5,268,573

Liabilities and shareholders’ equity

Liabilities

Management fee payable

4,552 3,867

Total liabilities

4,552 3,867

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

5,818,363 5,264,706

Total liabilities and shareholders’ equity

$ 5,822,915 $ 5,268,573

Shares outstanding

59,997 59,997

Net asset value per share

$ 96.98 $ 87.75

Market value per share (Note 2)

$ 98.25 $ 87.44

See accompanying notes to financial statements.

27


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PROSHARES ULTRASHORT BLOOMBERG COMMODITY

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(86% of shareholders’ equity)

U.S. Treasury Bills:

0.039% due 04/16/15†

$ 2,131,000 $ 2,130,987

0.087% due 06/11/15†

877,000 876,965

0.016% due 06/18/15

607,000 606,980

0.050% due 07/09/15†

828,000 827,955

0.038% due 07/23/15†

548,000 547,940

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

$ 4,990,827

Swap Agreements^

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

Swap agreement with Deutsche Bank AG based on Bloomberg Commodity Index

0.25 % 04/07/15 $ (4,602,773 ) $ 118,941

Swap agreement with Goldman Sachs International based on Bloomberg Commodity Index

0.25 04/07/15 (4,537,347 ) 113,070

Swap agreement with UBS AG based on Bloomberg Commodity Index

0.60 04/07/15 (2,475,856 ) 44,614

$ 276,625

All or partial amount pledged as collateral for swap agreements.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.
* Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.
** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 528 $ 308

Expenses

Management fee

12,846 8,299

Total expenses

12,846 8,299

Net investment income (loss)

(12,318 ) (7,991 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Swap agreements

856,549 (635,695 )

Net realized gain (loss)

856,549 (635,695 )

Change in net unrealized appreciation/depreciation on

Swap agreements

(290,634 ) 129,934

Short-term U.S. government and agency obligations

60 55

Change in net unrealized appreciation/depreciation

(290,574 ) 129,989

Net realized and unrealized gain (loss)

565,975 (505,706 )

Net income (loss)

$ 553,657 $ (513,697 )

Net income (loss) per weighted-average share

$ 9.23 $ (8.56 )

Weighted-average shares outstanding

59,997 59,997

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 5,264,706

Net investment income (loss)

(12,318 )

Net realized gain (loss)

856,549

Change in net unrealized appreciation/depreciation

(290,574 )

Net income (loss)

553,657

Shareholders’ equity, at March 31, 2015

$ 5,818,363

See accompanying notes to financial statements.

30


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENTS OF CASH FLOWS

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

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ 553,657 $ (513,697 )

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

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

(757,219 ) 967,212

Change in unrealized appreciation/depreciation on investments

290,574 (129,989 )

Increase (Decrease) in management fee payable

685 (394 )

Net cash provided by (used in) operating activities

87,697 323,132

Cash flow from financing activities

Net increase (decrease) in cash

87,697 323,132

Cash, beginning of period

467,766 374,245

Cash, end of period

$ 555,463 $ 697,377

See accompanying notes to financial statements.

31


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 6,869,907 $ 994,268

Segregated cash balances with brokers for futures contracts

20,594,295 12,292,665

Short-term U.S. government and agency obligations (Note 3) (cost $319,738,023 and $131,592,367, respectively)

319,733,997 131,594,608

Unrealized appreciation on swap agreements

26,857,473 27,018,077

Receivable on open futures contracts

4,822,119 1,293,531

Total assets

378,877,791 173,193,149

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

8,302,977 3,854,654

Management fee payable

237,809 128,385

Total liabilities

8,540,786 3,983,039

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

370,337,005 169,210,110

Total liabilities and shareholders’ equity

$ 378,877,791 $ 173,193,149

Shares outstanding

4,269,944 2,169,944

Net asset value per share

$ 86.73 $ 77.98

Market value per share (Note 2)

$ 87.14 $ 76.52

See accompanying notes to financial statements.

32


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PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(86% of shareholders’ equity)

U.S. Treasury Bills:

0.041% due 04/16/15

$ 8,635,000 $ 8,634,946

0.026% due 04/30/15

29,818,000 29,816,921

0.064% due 05/14/15†

6,795,000 6,794,797

0.023% due 05/21/15†

7,636,000 7,635,735

0.020% due 05/28/15

40,758,000 40,756,064

0.069% due 06/04/15

6,555,000 6,554,767

0.013% due 06/11/15†

39,293,000 39,291,452

0.002% due 06/18/15†

31,032,000 31,030,991

0.015% due 06/25/15†

12,887,000 12,886,696

0.023% due 07/02/15†

54,556,000 54,551,815

0.029% due 07/16/15†

13,419,000 13,417,616

0.037% due 07/23/15†

16,787,000 16,785,155

0.035% due 07/30/15†

6,214,000 6,213,172

0.050% due 08/06/15†

14,741,000 14,738,140

0.044% due 08/13/15†

30,632,000 30,625,730

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

$ 319,733,997

Futures Contracts Sold††

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

Crude Oil - NYMEX, expires May 2015

6,624 $ 315,302,400 $ 17,406,261

Swap Agreements^

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

Swap agreement with Deutsche Bank AG based on Bloomberg WTI Crude Oil Subindex

0.25 % 04/07/15 $ (137,750,775 ) $ 9,502,897

Swap agreement with Goldman Sachs International based on Bloomberg WTI Crude Oil Subindex

0.25 04/07/15 (126,651,917 ) 7,090,832

Swap agreement with Societe Generale S.A. based on Bloomberg WTI Crude Oil Subindex

0.25 04/07/15 (35,138,342 ) 2,850,353

Swap agreement with UBS AG based on Bloomberg WTI Crude Oil Subindex

0.25 04/07/15 (125,826,188 ) 7,413,391

$ 26,857,473

All or partial amount pledged as collateral for swap agreements and/or futures contracts.
†† Cash collateral in the amount of $ 20,594,295 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.
* Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.
** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

33


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PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 20,512 $ 36,973

Expenses

Management fee

603,835 623,553

Brokerage commissions

44,285 12,693

Total expenses

648,120 636,246

Net investment income (loss)

(627,608 ) (599,273 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

18,106,720 (2,911,251 )

Swap agreements

26,543,152 (9,366,750 )

Short-term U.S. government and agency obligations

7,884 5,289

Net realized gain (loss)

44,657,756 (12,272,712 )

Change in net unrealized appreciation/depreciation on

Futures contracts

1,599,658 (5,031,541 )

Swap agreements

(160,604 ) 1,639,969

Short-term U.S. government and agency obligations

(6,267 ) (1,878 )

Change in net unrealized appreciation/depreciation

1,432,787 (3,393,450 )

Net realized and unrealized gain (loss)

46,090,543 (15,666,162 )

Net income (loss)

$ 45,462,935 $ (16,265,435 )

Net income (loss) per weighted-average share

$ 14.65 $ (1.87 )

Weighted-average shares outstanding

3,103,833 8,687,722

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 169,210,110

Addition of 4,600,000 shares

372,664,934

Redemption of 2,500,000 shares

(217,000,974 )

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

155,663,960

Net investment income (loss)

(627,608 )

Net realized gain (loss)

44,657,756

Change in net unrealized appreciation/depreciation

1,432,787

Net income (loss)

45,462,935

Shareholders’ equity, at March 31, 2015

$ 370,337,005

See accompanying notes to financial statements.

35


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PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

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

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ 45,462,935 $ (16,265,435 )

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

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

(8,301,630 ) (1,750,925 )

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

(188,145,656 ) (40,675,851 )

Change in unrealized appreciation/depreciation on investments

166,871 (1,638,091 )

Decrease (Increase) in receivable on futures contracts

(3,528,588 ) 1,158,118

Increase (Decrease) in management fee payable

109,424 58,766

Net cash provided by (used in) operating activities

(154,236,644 ) (59,113,418 )

Cash flow from financing activities

Proceeds from addition of shares

372,664,934 214,164,184

Payment on shares redeemed

(212,552,651 ) (152,942,823 )

Net cash provided by (used in) financing activities

160,112,283 61,221,361

Net increase (decrease) in cash

5,875,639 2,107,943

Cash, beginning of period

994,268 1,872,915

Cash, end of period

$ 6,869,907 $ 3,980,858

See accompanying notes to financial statements.

36


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 258,382 $ 696,743

Segregated cash balances with brokers for futures contracts

1,708,036 4,405,830

Short-term U.S. government and agency obligations (Note 3) (cost $8,979,490 and $8,672,527, respectively)

8,979,498 8,672,710

Receivable on open futures contracts

923,531

Total assets

10,945,916 14,698,814

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

5,985

Management fee payable

8,361 10,250

Total liabilities

14,346 10,250

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

10,931,570 14,688,564

Total liabilities and shareholders’ equity

$ 10,945,916 $ 14,698,814

Shares outstanding

124,952 174,952

Net asset value per share

$ 87.49 $ 83.96

Market value per share (Note 2)

$ 87.54 $ 82.03

See accompanying notes to financial statements.

37


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(82% of shareholders’ equity)

U.S. Treasury Bills:

0.042% due 04/16/15

$ 613,000 $ 612,996

0.056% due 04/30/15

790,000 789,971

0.061% due 05/14/15

2,097,000 2,096,937

0.044% due 05/21/15

469,000 468,984

0.022% due 06/04/15

659,000 658,977

0.016% due 06/18/15

1,095,000 1,094,964

0.015% due 06/25/15

225,000 224,995

0.015% due 07/02/15†

2,297,000 2,296,824

0.045% due 08/13/15†

735,000 734,850

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

$ 8,979,498

Futures Contracts Sold††

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

Natural Gas - NYMEX, expires May 2015

828 $ 21,859,200 $ 859,740

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

See accompanying notes to financial statements.

38


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 985 $ 6,683

Expenses

Management fee

28,373 131,806

Brokerage commissions

14,199 30,462

Total expenses

42,572 162,268

Net investment income (loss)

(41,587 ) (155,585 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

5,179,268 (9,215,034 )

Short-term U.S. government and agency obligations

448 2,052

Net realized gain (loss)

5,179,716 (9,212,982 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(3,081,725 ) 3,437,020

Short-term U.S. government and agency obligations

(175 ) 2,243

Change in net unrealized appreciation/depreciation

(3,081,900 ) 3,439,263

Net realized and unrealized gain (loss)

2,097,816 (5,773,719 )

Net income (loss)

$ 2,056,229 $ (5,929,304 )

Net income (loss) per weighted-average share

$ 13.56 $ (4.67 )

Weighted-average shares outstanding

151,618 1,270,507

See accompanying notes to financial statements.

39


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 14,688,564

Addition of 150,000 shares

10,858,377

Redemption of 200,000 shares

(16,671,600 )

Net addition (redemption) of (50,000) shares

(5,813,223 )

Net investment income (loss)

(41,587 )

Net realized gain (loss)

5,179,716

Change in net unrealized appreciation/depreciation

(3,081,900 )

Net income (loss)

2,056,229

Shareholders’ equity, at March 31, 2015

$ 10,931,570

See accompanying notes to financial statements.

40


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ 2,056,229 $ (5,929,304 )

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

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

2,697,794 (8,719,700 )

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

(306,963 ) (38,476,294 )

Change in unrealized appreciation/depreciation on investments

175 (2,243 )

Decrease (Increase) in receivable on futures contracts

923,531 (1,231,947 )

Increase (Decrease) in management fee payable

(1,889 ) 54,169

Increase (Decrease) in payable on futures contracts

5,985

Net cash provided by (used in) operating activities

5,374,862 (54,305,319 )

Cash flow from financing activities

Proceeds from addition of shares

10,858,377 89,514,809

Payment on shares redeemed

(16,671,600 ) (32,775,728 )

Net cash provided by (used in) financing activities

(5,813,223 ) 56,739,081

Net increase (decrease) in cash

(438,361 ) 2,433,762

Cash, beginning of period

696,743 564,647

Cash, end of period

$ 258,382 $ 2,998,409

See accompanying notes to financial statements.

41


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 164,117 $ 162,434

Segregated cash balances with brokers for futures contracts

8,800 8,800

Short-term U.S. government and agency obligations (Note 3) (cost $79,438,253 and $84,038,905, respectively)

79,438,219 84,040,107

Receivable on open futures contracts

392 3,260

Total assets

79,611,528 84,214,601

Liabilities and shareholders’ equity

Liabilities

Management fee payable

68,833 70,061

Unrealized depreciation on forward agreements

1,582,081 2,282,778

Total liabilities

1,650,914 2,352,839

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

77,960,614 81,861,762

Total liabilities and shareholders’ equity

$ 79,611,528 $ 84,214,601

Shares outstanding

796,978 846,978

Net asset value per share

$ 97.82 $ 96.65

Market value per share (Note 2)

$ 98.18 $ 100.22

See accompanying notes to financial statements.

42


Table of Contents

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(102% of shareholders’ equity)

U.S. Treasury Bills:

0.041% due 04/16/15

$ 2,572,000 $ 2,571,984

0.042% due 04/30/15†

6,386,000 6,385,769

0.056% due 05/14/15†

25,151,000 25,150,248

0.061% due 05/21/15†

2,641,000 2,640,908

0.005% due 06/11/15

530,000 529,979

0.060% due 06/18/15

996,000 995,968

0.030% due 07/02/15†

9,863,000 9,862,244

0.024% due 07/16/15

1,661,000 1,660,829

0.038% due 07/23/15†

2,562,000 2,561,718

0.035% due 07/30/15

1,191,000 1,190,841

0.045% due 08/06/15

2,915,000 2,914,435

0.043% due 08/13/15†

22,978,000 22,973,296

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

$ 79,438,219

Futures Contracts Sold††

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

Gold Futures - COMEX, expires June 2015

2 $ 236,640 $ (6,040 )

Forward Agreements^

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

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

0.14 % 04/07/15 $ (63,900 ) $ (75,851,856 ) $ (647,913 )

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

0.28 04/07/15 (28,898 ) (34,302,793 ) (370,015 )

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

0.40 04/07/15 (13,100 ) (15,549,962 ) (375,583 )

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

0.29 04/07/15 (25,250 ) (29,972,508 ) (188,570 )

$ (1,582,081 )

All or partial amount pledged as collateral for forward agreements and/or futures contracts.
†† Cash collateral in the amount of $8,800 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.
* Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the forward agreement paid to the counterparty or received from the counterparty, excluding any commissions.
** For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

43


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 8,196 $ 15,195

Expenses

Management fee

193,876 265,552

Brokerage commissions

16 16

Total expenses

193,892 265,568

Net investment income (loss)

(185,696 ) (250,373 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

2,000 (18,560 )

Forward agreements

1,916,530 (22,131,127 )

Short-term U.S. government and agency obligations

(600 ) 1,495

Net realized gain (loss)

1,917,930 (22,148,192 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(1,520 ) 2,340

Forward agreements

700,697 2,898,709

Short-term U.S. government and agency obligations

(1,236 ) 3,529

Change in net unrealized appreciation/depreciation

697,941 2,904,578

Net realized and unrealized gain (loss)

2,615,871 (19,243,614 )

Net income (loss)

$ 2,430,175 $ (19,493,987 )

Net income (loss) per weighted-average share

$ 2.76 $ (15.41 )

Weighted-average shares outstanding

881,422 1,265,311

See accompanying notes to financial statements.

44


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 81,861,762

Addition of 100,000 shares

8,523,330

Redemption of 150,000 shares

(14,854,653 )

Net addition (redemption) of (50,000) shares

(6,331,323 )

Net investment income (loss)

(185,696 )

Net realized gain (loss)

1,917,930

Change in net unrealized appreciation/depreciation

697,941

Net income (loss)

2,430,175

Shareholders’ equity, at March 31, 2015

$ 77,960,614

See accompanying notes to financial statements.

45


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ 2,430,175 $ (19,493,987 )

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

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

4,600,652 43,151,202

Change in unrealized appreciation/depreciation on investments

(699,461 ) (2,902,238 )

Decrease (Increase) in receivable on futures contracts

2,868 (1,800 )

Increase (Decrease) in management fee payable

(1,228 ) (38,574 )

Net cash provided by (used in) operating activities

6,333,006 20,714,603

Cash flow from financing activities

Proceeds from addition of shares

8,523,330 27,505,358

Payment on shares redeemed

(14,854,653 ) (48,205,557 )

Net cash provided by (used in) financing activities

(6,331,323 ) (20,700,199 )

Net increase (decrease) in cash

1,683 14,404

Cash, beginning of period

162,434 197,647

Cash, end of period

$ 164,117 $ 212,051

See accompanying notes to financial statements.

46


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 145,419 $ 207,506

Segregated cash balances with brokers for futures contracts

16,940 14,300

Short-term U.S. government and agency obligations (Note 3) (cost $50,000,423 and $52,225,712, respectively)

50,001,670 52,226,692

Unrealized appreciation on forward agreements

799,523

Receivable from capital shares sold

10,118,943

Receivable on open futures contracts

760 6,770

Total assets

60,283,732 53,254,791

Liabilities and shareholders’ equity

Liabilities

Management fee payable

43,050 42,354

Unrealized depreciation on forward agreements

3,736,183 204,570

Total liabilities

3,779,233 246,924

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

56,504,499 53,007,867

Total liabilities and shareholders’ equity

$ 60,283,732 $ 53,254,791

Shares outstanding

558,489 458,489

Net asset value per share

$ 101.17 $ 115.61

Market value per share (Note 2)

$ 100.85 $ 119.39

See accompanying notes to financial statements.

47


Table of Contents

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(88% of shareholders’ equity)

U.S. Treasury Bills:

0.054% due 04/30/15†

$ 7,530,000 $ 7,529,727

0.056% due 05/14/15

1,504,000 1,503,955

0.061% due 05/21/15

2,355,000 2,354,918

0.067% due 06/04/15†

15,634,000 15,633,444

0.027% due 06/18/15†

5,981,000 5,980,806

0.030% due 07/02/15†

4,494,000 4,493,655

0.024% due 07/16/15†

3,518,000 3,517,637

0.037% due 07/23/15†

3,881,000 3,880,574

0.038% due 08/13/15†

5,108,000 5,106,954

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

$ 50,001,670

Futures Contracts Sold††

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

Silver Futures - COMEX, expires May 2015

2 $ 165,980 $ 3,095

Forward Agreements^

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

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

(0.27 )% 04/07/15 $ (3,059,000 ) $ (50,784,906 ) $ (1,877,505 )

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

0.00 04/07/15 (1,595,500 ) (26,487,374 ) (860,699 )

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

(0.01 ) 04/07/15 (547,000 ) (9,081,075 ) (296,399 )

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

(0.05 ) 04/07/15 (1,595,000 ) (26,479,552 ) (701,580 )

$ (3,736,183 )

All or partial amount pledged as collateral for forward agreements and/or futures contracts.
†† Cash collateral in the amount of $16,940 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the forward agreement paid to the counterparty or received from the counterparty, excluding any commissions.
** For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

48


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 6,143 $ 12,957

Expenses

Management fee

124,355 204,160

Brokerage commissions

8 8

Total expenses

124,363 204,168

Net investment income (loss)

(118,220 ) (191,211 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(11,200 ) 5,350

Forward agreements

(1,350,505 ) (12,619,755 )

Short-term U.S. government and agency obligations

(158 ) 1,541

Net realized gain (loss)

(1,361,863 ) (12,612,864 )

Change in net unrealized appreciation/depreciation on

Futures contracts

1,535 (8,870 )

Forward agreements

(4,331,136 ) 9,970,437

Short-term U.S. government and agency obligations

267 (518 )

Change in net unrealized appreciation/depreciation

(4,329,334 ) 9,961,049

Net realized and unrealized gain (loss)

(5,691,197 ) (2,651,815 )

Net income (loss)

$ (5,809,417 ) $ (2,843,026 )

Net income (loss) per weighted-average share

$ (11.33 ) $ (2.64 )

Weighted-average shares outstanding

512,933 1,078,489

See accompanying notes to financial statements.

49


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 53,007,867

Addition of 250,000 shares

25,115,676

Redemption of 150,000 shares

(15,809,627 )

Net addition (redemption) of 100,000 shares

9,306,049

Net investment income (loss)

(118,220 )

Net realized gain (loss)

(1,361,863 )

Change in net unrealized appreciation/depreciation

(4,329,334 )

Net income (loss)

(5,809,417 )

Shareholders’ equity, at March 31, 2015

$ 56,504,499

See accompanying notes to financial statements.

50


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (5,809,417 ) $ (2,843,026 )

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

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

(2,640 )

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

2,225,289 47,636,698

Change in unrealized appreciation/depreciation on investments

4,330,869 (9,969,919 )

Decrease (Increase) in receivable on futures contracts

6,010 2,450

Increase (Decrease) in management fee payable

696 (31,378 )

Increase (Decrease) in payable on futures contracts

440

Net cash provided by (used in) operating activities

750,807 34,795,265

Cash flow from financing activities

Proceeds from addition of shares

14,996,733 41,391,244

Payment on shares redeemed

(15,809,627 ) (76,378,197 )

Net cash provided by (used in) financing activities

(812,894 ) (34,986,953 )

Net increase (decrease) in cash

(62,087 ) (191,688 )

Cash, beginning of period

207,506 461,167

Cash, end of period

$ 145,419 $ 269,479

See accompanying notes to financial statements.

51


Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 1,534,250 $ 1,640,225

Segregated cash balances with brokers for futures contracts

511,500 242,880

Short-term U.S. government and agency obligations (Note 3) (cost $18,011,817 and $12,086,398, respectively)

18,012,179 12,086,577

Receivable on open futures contracts

141,325 63,250

Total assets

20,199,254 14,032,932

Liabilities and shareholders’ equity

Liabilities

Management fee payable

15,251 11,128

Total liabilities

15,251 11,128

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

20,184,003 14,021,804

Total liabilities and shareholders’ equity

$ 20,199,254 $ 14,032,932

Shares outstanding

450,005 350,005

Net asset value per share

$ 44.85 $ 40.06

Market value per share (Note 2)

$ 44.87 $ 40.03

See accompanying notes to financial statements.

52


Table of Contents

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(89% of shareholders’ equity)

U.S. Treasury Bills:

0.041% due 04/16/15

$ 2,278,000 $ 2,277,986

0.040% due 04/30/15

1,708,000 1,707,938

0.073% due 06/04/15

3,375,000 3,374,880

0.010% due 06/18/15

2,171,000 2,170,929

0.015% due 06/25/15

4,804,000 4,803,887

0.050% due 07/09/15

206,000 205,989

0.035% due 07/16/15

2,388,000 2,387,754

0.038% due 07/23/15

404,000 403,955

0.045% due 08/13/15

679,000 678,861

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

$ 18,012,179

Futures Contracts Sold††

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

Euro Fx Currency Futures - CME, expires June 2015

150 $ 20,163,750 $ 109,769

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

See accompanying notes to financial statements.

53


Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 1,380 $ 1,046

Expenses

Management fee

38,859 17,406

Brokerage commissions

868 239

Total expenses

39,727 17,645

Net investment income (loss)

(38,347 ) (16,599 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

2,057,094 (66,588 )

Short-term U.S. government and agency obligations

258

Net realized gain (loss)

2,057,094 (66,330 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(275,562 ) 81,131

Short-term U.S. government and agency obligations

183 (190 )

Change in net unrealized appreciation/depreciation

(275,379 ) 80,941

Net realized and unrealized gain (loss)

1,781,715 14,611

Net income (loss)

$ 1,743,368 $ (1,988 )

Net income (loss) per weighted-average share

$ 4.52 $ (0.01 )

Weighted-average shares outstanding

385,561 207,783

See accompanying notes to financial statements.

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Table of Contents

PROSHARES SHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 14,021,804

Addition of 100,000 shares

4,418,831

Net investment income (loss)

(38,347 )

Net realized gain (loss)

2,057,094

Change in net unrealized appreciation/depreciation

(275,379 )

Net income (loss)

1,743,368

Shareholders’ equity, at March 31, 2015

$ 20,184,003

See accompanying notes to financial statements.

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PROSHARES SHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ 1,743,368 $ (1,988 )

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

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

(268,620 ) 27,225

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

(5,925,419 ) 1,674,609

Change in unrealized appreciation/depreciation on investments

(183 ) 190

Decrease (Increase) in receivable on futures contracts

(78,075 ) 9,100

Increase (Decrease) in management fee payable

4,123 (1,282 )

Increase (Decrease) in payable on futures contracts

12,300

Net cash provided by (used in) operating activities

(4,524,806 ) 1,720,154

Cash flow from financing activities

Proceeds from addition of shares

4,418,831

Payment on shares redeemed

(1,792,584 )

Net cash provided by (used in) financing activities

4,418,831 (1,792,584 )

Net increase (decrease) in cash

(105,975 ) (72,430 )

Cash, beginning of period

1,640,225 863,980

Cash, end of period

$ 1,534,250 $ 791,550

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 2,623,624 $ 1,788,757

Segregated cash balances with brokers for futures contracts

382,125 1,020,217

Short-term U.S. government and agency obligations (Note 3) (cost $16,932,386 and $20,267,681, respectively)

16,932,493 20,267,679

Receivable on open futures contracts

182,288 62,534

Total assets

20,120,530 23,139,187

Liabilities and shareholders’ equity

Liabilities

Management fee payable

15,595 18,397

Total liabilities

15,595 18,397

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

20,104,935 23,120,790

Total liabilities and shareholders’ equity

$ 20,120,530 $ 23,139,187

Shares outstanding

350,005 450,005

Net asset value per share

$ 57.44 $ 51.38

Market value per share (Note 2)

$ 57.34 $ 51.37

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(84% of shareholders’ equity)

U.S. Treasury Bills:

0.043% due 04/16/15

$ 756,000 $ 755,995

0.056% due 04/30/15

236,000 235,992

0.012% due 05/21/15

3,305,000 3,304,885

0.022% due 05/28/15

409,000 408,981

0.015% due 06/25/15†

11,303,000 11,302,733

0.050% due 07/02/15†

604,000 603,954

0.038% due 07/23/15†

199,000 198,978

0.043% due 08/13/15

121,000 120,975

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

$ 16,932,493

Futures Contracts Sold††

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

Australian Dollar Fx Currency Futures - CME, expires June 2015

530 $ 40,179,300 $ 419,850

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

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 1,107 $ 3,864

Expenses

Management fee

52,824 59,260

Brokerage commissions

3,997 3,782

Total expenses

56,821 63,042

Net investment income (loss)

(55,714 ) (59,178 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

2,979,670 (78,609 )

Short-term U.S. government and agency obligations

219 404

Net realized gain (loss)

2,979,889 (78,205 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(323,631 ) (2,139,484 )

Short-term U.S. government and agency obligations

109 (415 )

Change in net unrealized appreciation/depreciation

(323,522 ) (2,139,899 )

Net realized and unrealized gain (loss)

2,656,367 (2,218,104 )

Net income (loss)

$ 2,600,653 $ (2,277,282 )

Net income (loss) per weighted-average share

$ 6.28 $ (4.13 )

Weighted-average shares outstanding

413,894 551,672

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 23,120,790

Addition of 50,000 shares

2,764,167

Redemption of 150,000 shares

(8,380,675 )

Net addition (redemption) of (100,000) shares

(5,616,508 )

Net investment income (loss)

(55,714 )

Net realized gain (loss)

2,979,889

Change in net unrealized appreciation/depreciation

(323,522 )

Net income (loss)

2,600,653

Shareholders’ equity, at March 31, 2015

$ 20,104,935

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ 2,600,653 $ (2,277,282 )

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

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

638,092 207,570

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

3,335,295 4,970,625

Change in unrealized appreciation/depreciation on investments

(109 ) 415

Decrease (Increase) in receivable on futures contracts

(119,754 )

Increase (Decrease) in management fee payable

(2,802 ) (2,916 )

Increase (Decrease) in payable on futures contracts

2,933

Net cash provided by (used in) operating activities

6,451,375 2,901,345

Cash flow from financing activities

Proceeds from addition of shares

2,764,167

Payment on shares redeemed

(8,380,675 ) (4,540,263 )

Net cash provided by (used in) financing activities

(5,616,508 ) (4,540,263 )

Net increase (decrease) in cash

834,867 (1,638,918 )

Cash, beginning of period

1,788,757 2,751,320

Cash, end of period

$ 2,623,624 $ 1,112,402

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 275,163 $ 746,454

Short-term U.S. government and agency obligations (Note 3) (cost $549,433,835 and $487,097,789, respectively)

549,451,431 487,111,117

Unrealized appreciation on foreign currency forward contracts

25,478,862 19,019,765

Receivable from capital shares sold

47,160,400 12,956,604

Total assets

622,365,856 519,833,940

Liabilities and shareholders’ equity

Liabilities

Management fee payable

437,633 385,820

Unrealized depreciation on foreign currency forward contracts

2,088,667 2,256,771

Total liabilities

2,526,300 2,642,591

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

619,839,556 517,191,349

Total liabilities and shareholders’ equity

$ 622,365,856 $ 519,833,940

Shares outstanding

23,000,014 23,950,014

Net asset value per share

$ 26.95 $ 21.59

Market value per share (Note 2)

$ 26.95 $ 21.61

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(89% of shareholders’ equity)

U.S. Treasury Bills:

0.041% due 04/16/15†

$ 2,717,000 $ 2,716,983

0.048% due 04/30/15†

51,620,000 51,618,131

0.015% due 05/14/15

6,567,000 6,566,804

0.050% due 05/21/15

74,042,000 74,039,431

0.070% due 05/28/15

6,919,000 6,918,671

0.073% due 06/04/15†

130,454,000 130,449,356

0.090% due 06/11/15†

38,365,000 38,363,488

0.050% due 07/09/15†

25,516,000 25,514,597

0.025% due 07/16/15

84,059,000 84,050,333

0.041% due 07/23/15†

51,595,000 51,589,330

0.030% due 07/30/15

22,538,000 22,534,996

0.040% due 08/06/15†

55,100,000 55,089,311

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

$ 549,451,431

Foreign Currency Forward Contracts^

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

Contracts to Purchase

Euro with Goldman Sachs International

04/10/15 81,791,800 $ 87,926,805 $ (886,380 )

Euro with UBS AG

04/10/15 110,930,600 119,251,236 (1,202,287 )

$ (2,088,667 )

Contracts to Sell

Euro with Goldman Sachs International

04/10/15 (617,582,525 ) $ (663,905,895 ) $ 11,962,630

Euro with UBS AG

04/10/15 (728,286,800 ) (782,913,830 ) 13,516,232

$ 25,478,862

All or partial amount segregated as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 67,590 $ 69,357

Expenses

Management fee

1,257,145 970,756

Total expenses

1,257,145 970,756

Net investment income (loss)

(1,189,555 ) (901,399 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

107,515,818 (12,182,041 )

Short-term U.S. government and agency obligations

12,521 1,938

Net realized gain (loss)

107,528,339 (12,180,103 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

6,627,201 10,024,197

Short-term U.S. government and agency obligations

4,268 (10,487 )

Change in net unrealized appreciation/depreciation

6,631,469 10,013,710

Net realized and unrealized gain (loss)

114,159,808 (2,166,393 )

Net income (loss)

$ 112,970,253 $ (3,067,792 )

Net income (loss) per weighted-average share

$ 5.20 $ (0.13 )

Weighted-average shares outstanding

21,722,792 24,156,681

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 517,191,349

Addition of 5,500,000 shares

148,238,393

Redemption of 6,450,000 shares

(158,560,439 )

Net addition (redemption) of (950,000) shares

(10,322,046 )

Net investment income (loss)

(1,189,555 )

Net realized gain (loss)

107,528,339

Change in net unrealized appreciation/depreciation

6,631,469

Net income (loss)

112,970,253

Shareholders’ equity, at March 31, 2015

$ 619,839,556

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ 112,970,253 $ (3,067,792 )

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

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

(62,336,046 ) 23,525,818

Change in unrealized appreciation/depreciation on investments

(6,631,469 ) (10,013,710 )

Increase (Decrease) in management fee payable

51,813 (17,998 )

Net cash provided by (used in) operating activities

44,054,551 10,426,318

Cash flow from financing activities

Proceeds from addition of shares

114,034,597 3,360,054

Payment on shares redeemed

(158,560,439 ) (13,798,403 )

Net cash provided by (used in) financing activities

(44,525,842 ) (10,438,349 )

Net increase (decrease) in cash

(471,291 ) (12,031 )

Cash, beginning of period

746,454 218,940

Cash, end of period

$ 275,163 $ 206,909

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 446,091 $ 532,706

Short-term U.S. government and agency obligations (Note 3) (cost $444,086,152 and $532,944,509, respectively)

444,090,783 532,957,746

Unrealized appreciation on foreign currency forward contracts

725,490 571,149

Total assets

445,262,364 534,061,601

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

4,448,693

Management fee payable

393,931 439,804

Unrealized depreciation on foreign currency forward contracts

57,733 2,149,924

Total liabilities

4,900,357 2,589,728

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

440,362,007 531,471,873

Total liabilities and shareholders’ equity

$ 445,262,364 $ 534,061,601

Shares outstanding

4,949,294 5,949,294

Net asset value per share

$ 88.97 $ 89.33

Market value per share (Note 2)

$ 88.91 $ 89.30

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(101% of shareholders’ equity)

U.S. Treasury Bills:

0.041% due 04/16/15

$ 81,110,000 $ 81,109,497

0.056% due 04/30/15†

17,961,000 17,960,350

0.063% due 05/14/15

1,002,000 1,001,970

0.070% due 05/21/15†

9,923,000 9,922,656

0.087% due 06/11/15†

31,920,000 31,918,742

0.026% due 06/25/15†

17,106,000 17,105,596

0.030% due 07/02/15†

5,564,000 5,563,573

0.040% due 07/23/15

62,192,000 62,185,165

0.034% due 07/30/15†

174,813,000 174,789,698

0.070% due 08/06/15

22,806,000 22,801,576

0.045% due 08/13/15†

19,736,000 19,731,960

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

$ 444,090,783

Foreign Currency Forward Contracts^

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

Contracts to Purchase

Yen with Goldman Sachs International

04/10/15 20,565,620,300 $ 171,495,639 $ 35,707

Yen with UBS AG

04/10/15 5,923,386,600 49,394,813 (57,733 )

$ (22,026 )

Contracts to Sell

Yen with Goldman Sachs International

04/10/15 (68,851,569,600 ) $ (574,149,660 ) $ 410,985

Yen with UBS AG

04/10/15 (63,324,691,700 ) (528,061,312 ) 278,798

$ 689,783

All or partial amount segregated as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 45,048 $ 78,224

Expenses

Management fee

1,161,592 1,028,533

Total expenses

1,161,592 1,028,533

Net investment income (loss)

(1,116,544 ) (950,309 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(5,107,734 ) (102,730 )

Short-term U.S. government and agency obligations

2,443 8,346

Net realized gain (loss)

(5,105,291 ) (94,384 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

2,246,532 (24,540,300 )

Short-term U.S. government and agency obligations

(8,606 ) (2,113 )

Change in net unrealized appreciation/depreciation

2,237,926 (24,542,413 )

Net realized and unrealized gain (loss)

(2,867,365 ) (24,636,797 )

Net income (loss)

$ (3,983,909 ) $ (25,587,106 )

Net income (loss) per weighted-average share

$ (0.71 ) $ (3.93 )

Weighted-average shares outstanding

5,629,294 6,513,738

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 531,471,873

Addition of 650,000 shares

58,116,062

Redemption of 1,650,000 shares

(145,242,019 )

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

(87,125,957 )

Net investment income (loss)

(1,116,544 )

Net realized gain (loss)

(5,105,291 )

Change in net unrealized appreciation/depreciation

2,237,926

Net income (loss)

(3,983,909 )

Shareholders’ equity, at March 31, 2015

$ 440,362,007

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (3,983,909 ) $ (25,587,106 )

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

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

88,858,357 157,858,611

Change in unrealized appreciation/depreciation on investments

(2,237,926 ) 24,542,413

Increase (Decrease) in management fee payable

(45,873 ) (105,150 )

Net cash provided by (used in) operating activities

82,590,649 156,708,768

Cash flow from financing activities

Proceeds from addition of shares

58,116,062 9,974,148

Payment on shares redeemed

(140,793,326 ) (166,857,972 )

Net cash provided by (used in) financing activities

(82,677,264 ) (156,883,824 )

Net increase (decrease) in cash

(86,615 ) (175,056 )

Cash, beginning of period

532,706 575,108

Cash, end of period

$ 446,091 $ 400,052

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 171,443 $ 185,684

Short-term U.S. government and agency obligations (Note 3) (cost $2,242,745 and $2,754,883, respectively)

2,242,809 2,754,900

Total assets

2,414,252 2,940,584

Liabilities and shareholders’ equity

Liabilities

Management fee payable

1,911 2,326

Unrealized depreciation on swap agreements

129,433 331,338

Total liabilities

131,344 333,664

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

2,282,908 2,606,920

Total liabilities and shareholders’ equity

$ 2,414,252 $ 2,940,584

Shares outstanding

200,014 200,014

Net asset value per share

$ 11.41 $ 13.03

Market value per share (Note 2)

$ 11.70 $ 12.86

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(98% of shareholders’ equity)

U.S. Treasury Bills:

0.047% due 04/30/15†

$ 483,000 $ 482,982

0.060% due 06/18/15†

903,000 902,971

0.036% due 07/16/15

308,000 307,968

0.043% due 08/13/15

549,000 548,888

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

$ 2,242,809

Swap Agreements^

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

Swap agreement with Deutsche Bank AG based on Bloomberg Commodity Index

0.25 % 04/07/15 $ 1,972,023 $ (54,521 )

Swap agreement with Goldman Sachs International based on Bloomberg Commodity Index

0.25 04/07/15 1,999,276 (55,872 )

Swap agreement with UBS AG based on Bloomberg Commodity Index

0.60 04/07/15 603,138 (19,040 )

$ (129,433 )

All or partial amount pledged as collateral for swap agreements.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.
* Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.
** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 254 $ 332

Expenses

Management fee

5,773 7,289

Total expenses

5,773 7,289

Net investment income (loss)

(5,519 ) (6,957 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Swap agreements

(520,459 ) 537,342

Short-term U.S. government and agency obligations

14

Net realized gain (loss)

(520,445 ) 537,342

Change in net unrealized appreciation/depreciation on

Swap agreements

201,905 (129,206 )

Short-term U.S. government and agency obligations

47 91

Change in net unrealized appreciation/depreciation

201,952 (129,115 )

Net realized and unrealized gain (loss)

(318,493 ) 408,227

Net income (loss)

$ (324,012 ) $ 401,270

Net income (loss) per weighted-average share

$ (1.62 ) $ 2.67

Weighted-average shares outstanding

200,014 150,014

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 2,606,920

Net investment income (loss)

(5,519 )

Net realized gain (loss)

(520,445 )

Change in net unrealized appreciation/depreciation

201,952

Net income (loss)

(324,012 )

Shareholders’ equity, at March 31, 2015

$ 2,282,908

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (324,012 ) $ 401,270

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

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

512,138 405,883

Change in unrealized appreciation/depreciation on investments

(201,952 ) 129,115

Increase (Decrease) in management fee payable

(415 ) 309

Net cash provided by (used in) operating activities

(14,241 ) 936,577

Cash flow from financing activities

Net increase (decrease) in cash

(14,241 ) 936,577

Cash, beginning of period

185,684 85,642

Cash, end of period

$ 171,443 $ 1,022,219

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 5,024,406 $ 2,349,384

Segregated cash balances with brokers for futures contracts

13,420,311 34,605,120

Short-term U.S. government and agency obligations (Note 3) (cost $1,066,107,943 and $467,195,638, respectively)

1,066,114,169 467,200,736

Receivable from capital shares sold

18,414,719 28,726,173

Total assets

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

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

5,037,901

Payable on open futures contracts

14,040,754 5,817,266

Management fee payable

789,703 320,062

Unrealized depreciation on swap agreements

78,474,219 76,181,097

Total liabilities

98,342,577 82,318,425

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

1,004,631,028 450,562,988

Total liabilities and shareholders’ equity

$ 1,102,973,605 $ 532,881,413

Shares outstanding

147,199,170 44,399,170

Net asset value per share

$ 6.82 $ 10.15

Market value per share (Note 2)

$ 6.79 $ 10.37

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(106% of shareholders’ equity)

U.S. Treasury Bills:

0.038% due 04/16/15

$ 19,702,000 $ 19,701,878

0.035% due 04/30/15

49,089,000 49,087,223

0.061% due 05/14/15

15,454,000 15,453,538

0.027% due 05/21/15†

107,478,000 107,474,271

0.023% due 05/28/15†

10,311,000 10,310,510

0.027% due 06/04/15

154,348,000 154,342,505

0.007% due 06/11/15

32,535,000 32,533,718

0.028% due 06/18/15†

163,086,000 163,080,700

0.045% due 06/25/15†

63,939,000 63,937,491

0.027% due 07/02/15†

4,114,000 4,113,685

0.034% due 07/09/15†

49,453,000 49,450,280

0.036% due 07/16/15†

78,958,000 78,949,859

0.030% due 07/23/15†

94,595,000 94,584,604

0.029% due 07/30/15†

105,672,000 105,657,914

0.051% due 08/06/15†

96,953,000 96,934,191

0.048% due 08/13/15†

20,506,000 20,501,802

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

$ 1,066,114,169

Futures Contracts Purchased††

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

Crude Oil - NYMEX, expires May 2015

13,821 $ 657,879,600 $ (63,863,441 )

Swap Agreements^

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

Swap agreement with Deutsche Bank AG based on Bloomberg WTI Crude Oil Sub-Index

0.25 % 04/07/15 $ 406,797,888 $ (24,270,565 )

Swap agreement with Goldman Sachs International based on Bloomberg WTI Crude Oil Sub-Index

0.25 04/07/15 417,976,514 (24,277,344 )

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

0.25 04/07/15 123,097,457 (8,155,514 )

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

0.25 04/07/15 403,481,056 (21,770,796 )

$ (78,474,219 )

All or partial amount pledged as collateral for swap agreements and/or futures contracts.
†† Cash collateral in the amount of $13,420,311 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.
** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 76,242 $ 21,701

Expenses

Management fee

1,843,701 345,942

Brokerage commissions

77,253 9,151

Total expenses

1,920,954 355,093

Net investment income (loss)

(1,844,712 ) (333,392 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(60,398,614 ) 7,591,428

Swap agreements

(113,284,505 ) 13,602,240

Short-term U.S. government and agency obligations

44,196 6,387

Net realized gain (loss)

(173,638,923 ) 21,200,055

Change in net unrealized appreciation/depreciation on

Futures contracts

(17,388,654 ) 1,482,653

Swap agreements

(2,293,122 ) (997,942 )

Short-term U.S. government and agency obligations

1,128 (8,564 )

Change in net unrealized appreciation/depreciation

(19,680,648 ) 476,147

Net realized and unrealized gain (loss)

(193,319,571 ) 21,676,202

Net income (loss)

$ (195,164,283 ) $ 21,342,810

Net income (loss) per weighted-average share

$ (1.95 ) $ 4.56

Weighted-average shares outstanding

100,201,948 4,680,281

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 450,562,988

Addition of 136,250,000 shares

1,023,327,847

Redemption of 33,450,000 shares

(274,095,524 )

Net addition (redemption) of 102,800,000 shares

749,232,323

Net investment income (loss)

(1,844,712 )

Net realized gain (loss)

(173,638,923 )

Change in net unrealized appreciation/depreciation

(19,680,648 )

Net income (loss)

(195,164,283 )

Shareholders’ equity, at March 31, 2015

$ 1,004,631,028

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (195,164,283 ) $ 21,342,810

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

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

21,184,809 896,115

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

(598,912,305 ) 25,373,056

Change in unrealized appreciation/depreciation on investments

2,291,994 1,006,506

Decrease (Increase) in receivable on futures contracts

(121,862 )

Increase (Decrease) in management fee payable

469,641 (46,160 )

Increase (Decrease) in payable on futures contracts

8,223,488 (997,210 )

Net cash provided by (used in) operating activities

(761,906,656 ) 47,453,255

Cash flow from financing activities

Proceeds from addition of shares

1,033,639,301 127,214,584

Payment on shares redeemed

(269,057,623 ) (173,675,237 )

Net cash provided by (used in) financing activities

764,581,678 (46,460,653 )

Net increase (decrease) in cash

2,675,022 992,602

Cash, beginning of period

2,349,384 689,596

Cash, end of period

$ 5,024,406 $ 1,682,198

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 513,008 $ 1,653,582

Segregated cash balances with brokers for futures contracts

3,842,480 21,134,080

Short-term U.S. government and agency obligations (Note 3) (cost $57,169,151 and $53,408,848, respectively)

57,169,841 53,410,227

Receivable from capital shares sold

3,853,422

Total assets

61,525,329 80,051,311

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

164,188 9,552,314

Management fee payable

54,848 65,790

Total liabilities

219,036 9,618,104

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

61,306,293 70,433,207

Total liabilities and shareholders’ equity

$ 61,525,329 $ 80,051,311

Shares outstanding

5,369,941 4,569,941

Net asset value per share

$ 11.42 $ 15.41

Market value per share (Note 2)

$ 11.39 $ 15.78

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(93% of shareholders’ equity)

U.S. Treasury Bills:

0.040% due 04/30/15

$ 10,407,000 $ 10,406,623

0.063% due 05/14/15

2,130,000 2,129,936

0.052% due 05/28/15

5,377,000 5,376,745

0.046% due 06/04/15

910,000 909,968

0.026% due 06/18/15

11,308,000 11,307,632

0.026% due 06/25/15

2,447,000 2,446,942

0.047% due 07/02/15

1,672,000 1,671,872

0.042% due 07/09/15

5,146,000 5,145,717

0.028% due 07/16/15†

6,392,000 6,391,341

0.047% due 07/23/15†

3,623,000 3,622,602

0.045% due 08/06/15†

4,885,000 4,884,052

0.039% due 08/13/15†

2,877,000 2,876,411

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

$ 57,169,841

Futures Contracts Purchased††

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

Natural Gas - NYMEX, expires May 2015

4,644 $ 122,601,600 $ (7,437,631 )

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

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 5,642 $ 6,273

Expenses

Management fee

172,808 105,844

Brokerage commissions

39,718 17,991

Total expenses

212,526 123,835

Net investment income (loss)

(206,884 ) (117,562 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(45,836,964 ) 16,803,375

Short-term U.S. government and agency obligations

4,455 2,707

Net realized gain (loss)

(45,832,509 ) 16,806,082

Change in net unrealized appreciation/depreciation on

Futures contracts

27,451,658 1,805,128

Short-term U.S. government and agency obligations

(689 ) (2,402 )

Change in net unrealized appreciation/depreciation

27,450,969 1,802,726

Net realized and unrealized gain (loss)

(18,381,540 ) 18,608,808

Net income (loss)

$ (18,588,424 ) $ 18,491,246

Net income (loss) per weighted-average share

$ (3.48 ) $ 18.61

Weighted-average shares outstanding

5,346,608 993,830

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 70,433,207

Addition of 2,050,000 shares

27,576,652

Redemption of 1,250,000 shares

(18,115,142 )

Net addition (redemption) of 800,000 shares

9,461,510

Net investment income (loss)

(206,884 )

Net realized gain (loss)

(45,832,509 )

Change in net unrealized appreciation/depreciation

27,450,969

Net income (loss)

(18,588,424 )

Shareholders’ equity, at March 31, 2015

$ 61,306,293

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (18,588,424 ) $ 18,491,246

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

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

17,291,600 3,397,900

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

(3,760,303 ) 40,640,631

Change in unrealized appreciation/depreciation on investments

689 2,402

Increase (Decrease) in management fee payable

(10,942 ) (58,040 )

Increase (Decrease) in payable on futures contracts

(9,388,126 ) (4,578,015 )

Net cash provided by (used in) operating activities

(14,455,506 ) 57,896,124

Cash flow from financing activities

Proceeds from addition of shares

31,430,074 9,133,238

Payment on shares redeemed

(18,115,142 ) (69,328,413 )

Net cash provided by (used in) financing activities

13,314,932 (60,195,175 )

Net increase (decrease) in cash

(1,140,574 ) (2,299,051 )

Cash, beginning of period

1,653,582 3,102,827

Cash, end of period

$ 513,008 $ 803,776

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 122,188 $ 104,145

Segregated cash balances with brokers for futures contracts

8,800 8,800

Short-term U.S. government and agency obligations (Note 3) (cost $94,231,992 and $101,925,636, respectively)

94,234,586 101,927,857

Unrealized appreciation on forward agreements

1,660,968 2,051,154

Total assets

96,026,542 104,091,956

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

1,999,718

Payable on open futures contracts

420 3,260

Management fee payable

76,662 85,633

Total liabilities

77,082 2,088,611

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

95,949,460 102,003,345

Total liabilities and shareholders’ equity

$ 96,026,542 $ 104,091,956

Shares outstanding

2,500,014 2,550,014

Net asset value per share

$ 38.38 $ 40.00

Market value per share (Note 2)

$ 38.14 $ 38.41

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(98% of shareholders’ equity)

U.S. Treasury Bills:

0.042% due 04/30/15†

$ 13,896,000 $ 13,895,497

0.058% due 05/14/15†

24,874,000 24,873,256

0.050% due 05/21/15

5,376,000 5,375,813

0.078% due 06/04/15†

11,782,000 11,781,581

0.058% due 06/18/15†

13,020,000 13,019,577

0.037% due 07/02/15†

8,124,000 8,123,377

0.038% due 08/13/15†

17,169,000 17,165,485

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

$ 94,234,586

Futures Contracts Purchased

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

Gold Futures - COMEX, expires June 2015

2 $ 236,640 $ 6,020

Forward Agreements^

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

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

0.46 % 04/07/15 $ 82,300 $ 97,693,392 $ 895,425

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

0.57 04/07/15 33,320 39,551,840 346,843

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

0.60 04/07/15 15,900 18,873,618 90,113

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

0.51 04/07/15 29,900 35,492,197 328,587

$ 1,660,968

All or partial amount pledged as collateral for forward agreements and/or futures contracts.
†† Cash collateral in the amount of $8,800 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.
* Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the forward agreement paid to the

counterparty or received from the counterparty, excluding any commissions.

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

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 12,738 $ 13,828

Expenses

Management fee

240,465 331,351

Brokerage commissions

16 16

Total expenses

240,481 331,367

Net investment income (loss)

(227,743 ) (317,539 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(2,040 ) 18,520

Forward agreements

(2,985,716 ) 23,415,100

Short-term U.S. government and agency obligations

1,908 (70 )

Net realized gain (loss)

(2,985,848 ) 23,433,550

Change in net unrealized appreciation/depreciation on

Futures contracts

1,440 (2,300 )

Forward agreements

(390,186 ) (5,197,098 )

Short-term U.S. government and agency obligations

373 9,365

Change in net unrealized appreciation/depreciation

(388,373 ) (5,190,033 )

Net realized and unrealized gain (loss)

(3,374,221 ) 18,243,517

Net income (loss)

$ (3,601,964 ) $ 17,925,978

Net income (loss) per weighted-average share

$ (1.43 ) $ 5.98

Weighted-average shares outstanding

2,523,347 2,996,125

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 102,003,345

Addition of 50,000 shares

2,093,762

Redemption of 100,000 shares

(4,545,683 )

Net addition (redemption) of (50,000) shares

(2,451,921 )

Net investment income (loss)

(227,743 )

Net realized gain (loss)

(2,985,848 )

Change in net unrealized appreciation/depreciation

(388,373 )

Net income (loss)

(3,601,964 )

Shareholders’ equity, at March 31, 2015

$ 95,949,460

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (3,601,964 ) $ 17,925,978

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

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

7,693,644 (7,448,937 )

Change in unrealized appreciation/depreciation on investments

389,813 5,187,733

Increase (Decrease) in management fee payable

(8,971 ) 8,545

Increase (Decrease) in payable on futures contracts

(2,840 ) 1,900

Net cash provided by (used in) operating activities

4,469,682 15,675,219

Cash flow from financing activities

Proceeds from addition of shares

2,093,762 4,708,180

Payment on shares redeemed

(6,545,401 ) (20,378,685 )

Net cash provided by (used in) financing activities

(4,451,639 ) (15,670,505 )

Net increase (decrease) in cash

18,043 4,714

Cash, beginning of period

104,145 142,566

Cash, end of period

$ 122,188 $ 147,280

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 289,618 $ 305,004

Segregated cash balances with brokers for futures contracts

16,940 14,300

Short-term U.S. government and agency obligations (Note 3) (cost $294,492,151 and $305,465,636, respectively)

294,501,633 305,474,211

Unrealized appreciation on forward agreements

22,620,868

Total assets

317,429,059 305,793,515

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

1,967,832

Payable on open futures contracts

760 6,770

Management fee payable

245,442 254,050

Unrealized depreciation on forward agreements

12,395,120

Total liabilities

246,202 14,623,772

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

317,182,857 291,169,743

Total liabilities and shareholders’ equity

$ 317,429,059 $ 305,793,515

Shares outstanding

7,646,533 7,396,533

Net asset value per share

$ 41.48 $ 39.37

Market value per share (Note 2)

$ 41.69 $ 38.05

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(93% of shareholders’ equity)

U.S. Treasury Bills:

0.041% due 04/16/15†

$ 16,066,000 $ 16,065,900

0.047% due 04/30/15

6,604,000 6,603,761

0.064% due 05/14/15†

27,423,000 27,422,180

0.004% due 05/21/15

5,723,000 5,722,801

0.015% due 05/28/15

849,000 848,960

0.078% due 06/04/15†

4,277,000 4,276,848

0.090% due 06/11/15

43,631,000 43,629,281

0.045% due 06/18/15

5,482,000 5,481,822

0.038% due 07/02/15†

45,162,000 45,158,536

0.020% due 07/16/15

7,015,000 7,014,277

0.035% due 07/23/15

4,248,000 4,247,533

0.066% due 08/06/15†

88,463,000 88,445,838

0.039% due 08/13/15†

39,592,000 39,583,896

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

$ 294,501,633

Futures Contracts Purchased††

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

Silver Futures - COMEX, expires May 2015

2 $ 165,980 $ (3,320 )

Forward Agreements^

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

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

0.87 % 04/07/15 $ 19,287,000 $ 320,198,917 $ 12,075,006

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

0.85 04/07/15 7,302,800 121,235,974 4,343,236

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

1.01 04/07/15 4,255,000 70,639,808 2,548,949

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

0.95 04/07/15 7,355,000 122,104,768 3,653,677

$ 22,620,868

All or partial amount pledged as collateral for forward agreements and/or futures contracts.
†† Cash collateral in the amount of $16,940 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the forward agreement paid to the counterparty or received from the counterparty, excluding any commissions.
** For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 38,246 $ 62,602

Expenses

Management fee

738,077 1,187,904

Brokerage commissions

8 8

Total expenses

738,085 1,187,912

Net investment income (loss)

(699,839 ) (1,125,310 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

11,150 (5,350 )

Forward agreements

(17,780,243 ) 73,960,922

Short-term U.S. government and agency obligations

4,743 3,069

Net realized gain (loss)

(17,764,350 ) 73,958,641

Change in net unrealized appreciation/depreciation on

Futures contracts

(1,760 ) 8,870

Forward agreements

35,015,988 (55,645,481 )

Short-term U.S. government and agency obligations

907 (3,928 )

Change in net unrealized appreciation/depreciation

35,015,135 (55,640,539 )

Net realized and unrealized gain (loss)

17,250,785 18,318,102

Net income (loss)

$ 16,550,946 $ 17,192,792

Net income (loss) per weighted-average share

$ 2.22 $ 2.34

Weighted-average shares outstanding

7,458,200 7,332,328

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 291,169,743

Addition of 700,000 shares

28,733,984

Redemption of 450,000 shares

(19,271,816 )

Net addition (redemption) of 250,000 shares

9,462,168

Net investment income (loss)

(699,839 )

Net realized gain (loss)

(17,764,350 )

Change in net unrealized appreciation/depreciation

35,015,135

Net income (loss)

16,550,946

Shareholders’ equity, at March 31, 2015

$ 317,182,857

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ 16,550,946 $ 17,192,792

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

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

(2,640 )

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

10,973,485 (62,836,134 )

Change in unrealized appreciation/depreciation on investments

(35,016,895 ) 55,649,409

Increase (Decrease) in management fee payable

(8,608 ) 37,130

Increase (Decrease) in payable on futures contracts

(6,010 ) (2,070 )

Net cash provided by (used in) operating activities

(7,509,722 ) 10,041,127

Cash flow from financing activities

Proceeds from addition of shares

28,733,984 43,273,004

Payment on shares redeemed

(21,239,648 ) (53,246,602 )

Net cash provided by (used in) financing activities

7,494,336 (9,973,598 )

Net increase (decrease) in cash

(15,386 ) 67,529

Cash, beginning of period

305,004 463,001

Cash, end of period

$ 289,618 $ 530,530

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 66,124 $ 222,968

Segregated cash balances with brokers for futures contracts

152,460 120,131

Short-term U.S. government and agency obligations (Note 3) (cost $2,201,929 and $2,405,682, respectively)

2,201,920 2,405,685

Total assets

2,420,504 2,748,784

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

21,232 6,369

Management fee payable

1,996 2,248

Total liabilities

23,228 8,617

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

2,397,276 2,740,167

Total liabilities and shareholders’ equity

$ 2,420,504 $ 2,748,784

Shares outstanding

100,005 100,005

Net asset value per share

$ 23.97 $ 27.40

Market value per share (Note 2)

$ 24.20 $ 27.43

See accompanying notes to financial statements.

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PROSHARES ULTRA AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(92% of shareholders’ equity)

U.S. Treasury Bills:

0.040% due 04/30/15

$ 2,202,000 $ 2,201,920

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

$ 2,201,920

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

Australian Dollar Fx Currency Futures - CME, expires June 2015

63 $ 4,776,030 $ (57,414 )

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

See accompanying notes to financial statements.

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PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 226 $ 558

Expenses

Management fee

5,997 7,508

Brokerage commissions

371 380

Total expenses

6,368 7,888

Net investment income (loss)

(6,142 ) (7,330 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(376,158 ) (27,427 )

Short-term U.S. government and agency obligations

10

Net realized gain (loss)

(376,148 ) (27,427 )

Change in net unrealized appreciation/depreciation on

Futures contracts

39,411 311,205

Short-term U.S. government and agency obligations

(12 ) (77 )

Change in net unrealized appreciation/depreciation

39,399 311,128

Net realized and unrealized gain (loss)

(336,749 ) 283,701

Net income (loss)

$ (342,891 ) $ 276,371

Net income (loss) per weighted-average share

$ (3.43 ) $ 2.76

Weighted-average shares outstanding

100,005 100,005

See accompanying notes to financial statements.

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PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 2,740,167

Net investment income (loss)

(6,142 )

Net realized gain (loss)

(376,148 )

Change in net unrealized appreciation/depreciation

39,399

Net income (loss)

(342,891 )

Shareholders’ equity, at March 31, 2015

$ 2,397,276

See accompanying notes to financial statements.

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PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (342,891 ) $ 276,371

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

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

(32,329 ) (23,760 )

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

203,753 (59,530 )

Change in unrealized appreciation/depreciation on investments

12 77

Decrease (Increase) in receivable on futures contracts

(2,853 )

Increase (Decrease) in management fee payable

(252 ) 69

Increase (Decrease) in payable on futures contracts

14,863

Net cash provided by (used in) operating activities

(156,844 ) 190,374

Net increase (decrease) in cash

(156,844 ) 190,374

Cash, beginning of period

222,968 314,796

Cash, end of period

$ 66,124 $ 505,170

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 311,421 $ 671,117

Short-term U.S. government and agency obligations (Note 3) (cost $15,242,859 and $2,415,732, respectively)

15,242,869 2,415,698

Unrealized appreciation on foreign currency forward contracts

2,045 2,921

Total assets

15,556,335 3,089,736

Liabilities and shareholders’ equity

Liabilities

Management fee payable

9,764 2,003

Unrealized depreciation on foreign currency forward contracts

780,795 106,292

Total liabilities

790,559 108,295

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

14,765,776 2,981,441

Total liabilities and shareholders’ equity

$ 15,556,335 $ 3,089,736

Shares outstanding

950,014 150,014

Net asset value per share

$ 15.54 $ 19.87

Market value per share (Note 2)

$ 15.54 $ 19.80

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(103% of shareholders’ equity)

U.S. Treasury Bills:

0.036% due 04/16/15

$ 242,000 $ 241,999

0.034% due 04/30/15†

911,000 910,967

0.035% due 05/21/15

1,000,000 999,965

0.015% due 05/28/15

1,743,000 1,742,917

0.016% due 06/18/15

1,575,000 1,574,949

0.015% due 06/25/15

1,129,000 1,128,973

0.041% due 07/02/15†

1,136,000 1,135,913

0.036% due 07/16/15

1,656,000 1,655,829

0.034% due 07/23/15†

5,852,000 5,851,357

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

$ 15,242,869

Foreign Currency Forward Contracts^

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

Contracts to Purchase

Euro with Goldman Sachs International

04/10/15 15,842,925 $ 17,031,264 $ (356,825 )

Euro with UBS AG

04/10/15 14,064,800 15,119,767 (419,766 )

$ (776,591 )

Contracts to Sell

Euro with Goldman Sachs International

04/10/15 (1,344,700 ) $ (1,445,563 ) $ (4,204 )

Euro with UBS AG

04/10/15 (1,092,000 ) (1,173,908 ) 2,045

$ (2,159 )

All or partial amount segregated as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 534 $ 378

Expenses

Management fee

16,232 6,042

Total expenses

16,232 6,042

Net investment income (loss)

(15,698 ) (5,664 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(1,065,216 ) 85,136

Short-term U.S. government and agency obligations

14

Net realized gain (loss)

(1,065,202 ) 85,136

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

(675,379 ) (79,978 )

Short-term U.S. government and agency obligations

44 (39 )

Change in net unrealized appreciation/depreciation

(675,335 ) (80,017 )

Net realized and unrealized gain (loss)

(1,740,537 ) 5,119

Net income (loss)

$ (1,756,235 ) $ (545 )

Net income (loss) per weighted-average share

$ (4.19 ) $ (0.01 )

Weighted-average shares outstanding

418,903 100,014

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 2,981,441

Addition of 800,000 shares

13,540,570

Net investment income (loss)

(15,698 )

Net realized gain (loss)

(1,065,202 )

Change in net unrealized appreciation/depreciation

(675,335 )

Net income (loss)

(1,756,235 )

Shareholders’ equity, at March 31, 2015

$ 14,765,776

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (1,756,235 ) $ (545 )

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

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

(12,827,127 ) 148,087

Change in unrealized appreciation/depreciation on investments

675,335 80,017

Increase (Decrease) in management fee payable

7,761 (604 )

Net cash provided by (used in) operating activities

(13,900,266 ) 226,955

Cash flow from financing activities

Proceeds from addition of shares

13,540,570

Net cash provided by (used in) financing activities

13,540,570

Net increase (decrease) in cash

(359,696 ) 226,955

Cash, beginning of period

671,117 49,723

Cash, end of period

$ 311,421 $ 276,678

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 435,727 $ 846,919

Short-term U.S. government and agency obligations (Note 3) (cost $5,210,360 and $1,287,844, respectively)

5,210,191 1,287,869

Unrealized appreciation on foreign currency forward contracts

404

Total assets

5,645,918 2,135,192

Liabilities and shareholders’ equity

Liabilities

Management fee payable

4,659 1,515

Unrealized depreciation on foreign currency forward contracts

41,178 15,649

Total liabilities

45,837 17,164

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

5,600,081 2,118,028

Total liabilities and shareholders’ equity

$ 5,645,918 $ 2,135,192

Shares outstanding

400,014 150,014

Net asset value per share

$ 14.00 $ 14.12

Market value per share (Note 2)

$ 13.99 $ 14.12

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(93% of shareholders’ equity)

U.S. Treasury Bills:

0.047% due 04/30/15†

$ 931,000 $ 930,966

0.010% due 06/18/15†

586,000 585,981

0.043% due 08/13/15†

3,694,000 3,693,244

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

$ 5,210,191

Foreign Currency Forward Contracts^
Settlement Date Local Currency Notional Amount
at Value (USD)
Unrealized
Appreciation
(Depreciation)

Contracts to Purchase

Yen with Goldman Sachs International

04/10/15 898,339,400 $ 7,491,206 $ (14,944 )

Yen with UBS AG

04/10/15 645,732,000 5,384,726 (11,010 )

$ (25,954 )

Contracts to Sell

Yen with Goldman Sachs International

04/10/15 (17,456,500 ) $ (145,569 ) $ (661 )

Yen with UBS AG

04/10/15 (185,698,000 ) (1,548,526 ) (14,563 )

$ (15,224 )

All or partial amount segregated as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 291 $ 435

Expenses

Management fee

9,381 6,855

Total expenses

9,381 6,855

Net investment income (loss)

(9,090 ) (6,420 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(80,612 ) (10,517 )

Short-term U.S. government and agency obligations

(14 ) 76

Net realized gain (loss)

(80,626 ) (10,441 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

(25,933 ) 118,080

Short-term U.S. government and agency obligations

(194 ) (102 )

Change in net unrealized appreciation/depreciation

(26,127 ) 117,978

Net realized and unrealized gain (loss)

(106,753 ) 107,537

Net income (loss)

$ (115,843 ) $ 101,117

Net income (loss) per weighted-average share

$ (0.41 ) $ 0.67

Weighted-average shares outstanding

283,347 150,014

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 2,118,028

Addition of 300,000 shares

4,285,016

Redemption of 50,000 shares

(687,120 )

Net addition (redemption) of 250,000 shares

3,597,896

Net investment income (loss)

(9,090 )

Net realized gain (loss)

(80,626 )

Change in net unrealized appreciation/depreciation

(26,127 )

Net income (loss)

(115,843 )

Shareholders’ equity, at March 31, 2015

$ 5,600,081

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (115,843 ) $ 101,117

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

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

(3,922,516 ) 456,603

Change in unrealized appreciation/depreciation on investments

26,127 (117,978 )

Increase (Decrease) in management fee payable

3,144 46

Net cash provided by (used in) operating activities

(4,009,088 ) 439,788

Cash flow from financing activities

Proceeds from addition of shares

4,285,016

Payment on shares redeemed

(687,120 )

Net cash provided by (used in) financing activities

3,597,896

Net increase (decrease) in cash

(411,192 ) 439,788

Cash, beginning of period

846,919 28,116

Cash, end of period

$ 435,727 $ 467,904

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION

March 31, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 41,200,565 $ 35,899,231

Segregated cash balances with brokers for futures contracts

183,239,785 296,561,615

Short-term U.S. government and agency obligations (Note 3) (cost $3,980,187,249 and $3,005,824,301, respectively)

3,980,228,554 3,005,876,580

Unrealized appreciation on swap agreements

27,134,098 27,585,336

Unrealized appreciation on forward agreements

24,281,836 2,850,677

Unrealized appreciation on foreign currency forward contracts

26,206,397 19,594,239

Receivable from capital shares sold

83,594,709 58,085,447

Receivable on open futures contracts

48,075,096 56,002,326

Offering costs (Note 5)

33,164 49,384

Limitation by Sponsor

11,008 9,474

Total assets

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

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

20,823,638 25,400,996

Payable on open futures contracts

15,659,120 46,405,998

Management fee payable

3,382,999 2,657,505

Payable for offering costs

65,785 65,785

Unrealized depreciation on swap agreements

78,603,652 76,512,435

Unrealized depreciation on forward agreements

5,318,264 14,882,468

Unrealized depreciation on foreign currency forward contracts

2,968,373 4,528,636

Total liabilities

126,821,831 170,453,823

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

4,287,183,381 3,332,060,486

Total liabilities and shareholders’ equity

$ 4,414,005,212 $ 3,502,514,309

Shares outstanding

258,357,748 122,157,748

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Investment Income

Interest

$ 360,671 $ 405,191

Expenses

Management fee

9,026,117 6,890,911

Brokerage commissions

1,617,240 885,519

Offering costs

16,221

Limitation by Sponsor

(1,534 )

Total expenses

10,658,044 7,776,430

Net investment income (loss)

(10,297,373 ) (7,371,239 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(198,303,422 ) 21,662,791

Swap agreements

(86,405,263 ) 4,137,137

Forward agreements

(20,199,934 ) 62,625,140

Foreign currency forward contracts

101,262,256 (12,210,152 )

Short-term U.S. government and agency obligations

108,816 42,481

Net realized gain (loss)

(203,537,547 ) 76,257,397

Change in net unrealized appreciation/depreciation on

Futures contracts

(69,298,843 ) 8,735,680

Swap agreements

(2,542,455 ) 642,755

Forward agreements

30,995,363 (47,973,433 )

Foreign currency forward contracts

8,172,421 (14,478,001 )

Short-term U.S. government and agency obligations

(10,974 ) (15,495 )

Change in net unrealized appreciation/depreciation

(32,684,488 ) (53,088,494 )

Net realized and unrealized gain (loss)

(236,222,035 ) 23,168,903

Net income (loss)

$ (246,519,408 ) $ 15,797,664

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 3,332,060,486

Addition of 206,825,000 shares

2,916,484,794

Redemption of 70,625,000 shares

(1,714,842,491 )

Net addition (redemption) of 136,200,000 shares

1,201,642,303

Net investment income (loss)

(10,297,373 )

Net realized gain (loss)

(203,537,547 )

Change in net unrealized appreciation/depreciation

(32,684,488 )

Net income (loss)

(246,519,408 )

Shareholders’ equity, at March 31, 2015

$ 4,287,183,381

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)

Three months ended
March 31, 2015
Three months ended
March 31, 2014

Cash flow from operating activities

Net income (loss)

$ (246,519,408 ) $ 15,797,664

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

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

113,321,830 (5,808,535 )

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

(974,362,948 ) 179,891,147

Change in unrealized appreciation/depreciation on investments

(36,614,355 ) 61,824,174

Decrease (Increase) in receivable on futures contracts

7,927,230 (2,789,541 )

Decrease (Increase) in Limitation by Sponsor

(1,534 )

Change in offering cost

16,220

Increase (Decrease) in management fee payable

725,494 (160,366 )

Increase (Decrease) in payable on futures contracts

(30,746,878 ) 19,707,435

Net cash provided by (used in) operating activities

(1,166,254,349 ) 268,461,978

Cash flow from financing activities

Proceeds from addition of shares

2,890,975,532 1,098,061,807

Payment on shares redeemed

(1,719,419,849 ) (1,362,287,727 )

Net cash provided by (used in) financing activities

1,171,555,683 (264,225,920 )

Net increase (decrease) in cash

5,301,334 4,236,058

Cash, beginning of period

35,899,231 23,390,732

Cash, end of period

$ 41,200,565 $ 27,626,790

See accompanying notes to financial statements.

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PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

NOTE 1 – ORGANIZATION

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of March 31, 2015, the following twenty-two series of the Trust have commenced investment operations: (i) ProShares Managed Futures Strategy (the “Managed Futures Fund”); (ii) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”); (iii) ProShares Short VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares UltraShort Bloomberg Commodity, ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Bloomberg Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Australian Dollar, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); and (v) ProShares Short Euro (the “Short Euro Fund”). Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Fund. The Shares of each Fund are listed on the New York Stock Exchange Archipelago (“NYSE Arca”). The Leveraged Funds, the Short Euro Fund and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in these Notes to Financial Statements. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in these Notes to Financial Statements.

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

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

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

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

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

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

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Each of the Funds generally invests in Financial Instruments ( i.e ., instruments whose value is derived from the value of an underlying asset, rate or index, including futures contracts, swap agreements, forward contracts and other instruments) as a substitute for investing directly in commodities, currencies, or spot volatility products in order to gain exposure to its applicable underlying commodity futures index, commodity, currency exchange rate or equity volatility index. Financial Instruments also are used to produce economically “inverse,” “inverse leveraged” or “leveraged” investment results for the Geared Funds.

Share Splits and Reverse Share Splits

The table below includes Share splits and reverse Share splits for the Funds during the year ended December 31, 2014. There were no Share splits or reverse Share splits during the three months ended March 31, 2015. The ticker symbols for these Funds did not change and each Fund continues to trade on the NYSE Arca.

Fund

Execution Date

(Prior to Opening

of Trading)

Type of Split

Date Trading

Resumed at Post-

Split Price

ProShares VIX Mid-Term Futures ETF

November 6, 2014 1-for-4 reverse Share split November 6, 2014

ProShares Short VIX Short-Term Futures ETF

January 21, 2014 2-for-1 Share split January 24, 2014

ProShares Ultra VIX Short-Term Futures ETF

January 21, 2014 1-for-4 reverse Share split January 24, 2014

ProShares Ultra Silver

January 21, 2014 1-for-4 reverse Share split January 24, 2014

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

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

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Each Fund is an investment company, as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 “Financial Services — Investment Companies.” As such, the Funds follow the investment company accounting and reporting guidance. The following is a summary of significant accounting policies followed by each Fund, as applicable, in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s and the Funds’ financial statements included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC on March 2, 2015.

Use of Estimates & Indemnifications

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

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

Basis of Presentation

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

Statement of Cash Flows

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

Final Net Asset Value for Fiscal Period

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

Create/Redeem NAV Calculation NAV
Cut-off* Time Calculation Date

UltraShort Silver, Ultra Silver

6:30 a.m. 7:00 a.m. March 31

UltraShort Gold, Ultra Gold

9:30 a.m. 10:00 a.m. March 31

UltraShort Bloomberg Crude Oil, Ultra Bloomberg Crude Oil

2:00 p.m. 2:30 p.m. March 31

UltraShort Bloomberg Natural Gas, Ultra Bloomberg Natural Gas

2:00 p.m. 2:30 p.m. March 31

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UltraShort Bloomberg Commodity, Ultra Bloomberg Commodity

10:45 a.m. 2:30 p.m. March 31

Managed Futures Strategy

10:45 a.m. 3:00 p.m. March 31

UltraShort Australian Dollar, Ultra Australian Dollar

3:00 p.m. 4:00 p.m. March 31

Short Euro, UltraShort Euro, Ultra Euro

3:00 p.m. 4:00 p.m. March 31

UltraShort Yen, Ultra Yen

3:00 p.m. 4:00 p.m. March 31

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

2:00 p.m. 4:15 p.m. March 31

VIX Mid-Term Futures ETF

2:00 p.m. 4:15 p.m. March 31

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

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

For financial reporting purposes, the Funds value transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain of the Funds’ final creation/redemption NAV for the three months ended March 31, 2015.

Investment Valuation

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

Derivatives (e.g., futures contracts, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are valued at the last settled price. Futures contracts valuations are typically categorized as Level I in the fair value hierarchy. Swap agreements, forward agreements and foreign currency forward contracts valuations are typically categorized as Level II in the fair value hierarchy. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would generally be determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with industry standards. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment. While the Funds’ policies are intended to result in a calculation of its respective Fund’s NAV that fairly reflects investment values as of the time of pricing, such Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by such Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

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Fair Value of Financial Instruments

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Funds (observable inputs); and (2) the Funds’ own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the disclosure requirements hierarchy are as follows:

Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level III – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

In some instances, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest input level that is significant to the fair value measurement in its entirety.

Fair value measurements also require additional disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances indicate that a transaction is not orderly.

The following table summarizes the valuation of investments at March 31, 2015 using the fair value hierarchy:

Level I - Quoted Prices Level II - Other Significant Observable Inputs
Short-Term U.S.
Government and
Agencies
Futures
Contracts*
Forward
Agreements
Foreign
Currency
Forward
Contracts
Swap
Agreements
Total

Managed Futures Strategy

$ $ 83,233 $ $ $ $ 83,233

VIX Short-Term Futures ETF

131,184,020 (5,106,111 ) 126,077,909

VIX Mid-Term Futures ETF

27,675,412 (500,390 ) 27,175,022

Short VIX Short-Term Futures ETF

222,919,943 6,991,984 229,911,927

Ultra VIX Short-Term Futures ETF

569,900,064 (48,925,693 ) 520,974,371

UltraShort Bloomberg Commodity

4,990,827 276,625 5,267,452

UltraShort Bloomberg Crude Oil

319,733,997 17,406,261 26,857,473 363,997,731

UltraShort Bloomberg Natural Gas

8,979,498 859,740 9,839,238

UltraShort Gold

79,438,219 (6,040 ) (1,582,081 ) 77,850,098

UltraShort Silver

50,001,670 3,095 (3,736,183 ) 46,268,582

Short Euro

18,012,179 109,769 18,121,948

UltraShort Australian Dollar

16,932,493 419,850 17,352,343

UltraShort Euro

549,451,431 23,390,195 572,841,626

UltraShort Yen

444,090,783 667,757 444,758,540

Ultra Bloomberg Commodity

2,242,809 (129,433 ) 2,113,376

Ultra Bloomberg Crude Oil

1,066,114,169 (63,863,441 ) (78,474,219 ) 923,776,509

Ultra Bloomberg Natural Gas

57,169,841 (7,437,631 ) 49,732,210

Ultra Gold

94,234,586 6,020 1,660,968 95,901,574

Ultra Silver

294,501,633 (3,320 ) 22,620,868 317,119,181

Ultra Australian Dollar

2,201,920 (57,414 ) 2,144,506

Ultra Euro

15,242,869 (778,750 ) 14,464,119

Ultra Yen

5,210,191 (41,178 ) 5,169,013

Total Trust

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

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

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

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

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

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

The following table summarizes the valuation of investments at December 31, 2014 using the fair value hierarchy:

Level I - Quoted Prices Level II - Other Significant Observable Inputs
Short-Term U.S.
Government and
Agencies
Futures
Contracts*
Forward
Agreements
Foreign
Currency
Forward
Contracts
Swap
Agreements
Total

Managed Futures Strategy

$ $ 104,327 $ $ $ $ 104,327

VIX Short-Term Futures ETF

82,088,299 6,264,620 88,352,919

VIX Mid-Term Futures ETF

24,105,906 260,665 24,366,571

Short VIX Short-Term Futures ETF

446,975,220 (16,352,149 ) 430,623,071

Ultra VIX Short-Term Futures ETF

182,639,188 39,585,253 222,224,441

UltraShort Bloomberg Commodity

4,233,548 567,259 4,800,807

UltraShort Bloomberg Crude Oil

131,594,608 15,806,603 27,018,077 174,419,288

UltraShort Bloomberg Natural Gas

8,672,710 3,941,465 12,614,175

UltraShort Gold

84,040,107 (4,520 ) (2,282,778 ) 81,752,809

UltraShort Silver

52,226,692 1,560 594,953 52,823,205

Short Euro

12,086,577 385,331 12,471,908

UltraShort Australian Dollar

20,267,679 743,481 21,011,160

UltraShort Euro

487,111,117 16,762,994 503,874,111

UltraShort Yen

532,957,746 (1,578,775 ) 531,378,971

Ultra Bloomberg Commodity

2,754,900 (331,338 ) 2,423,562

Ultra Bloomberg Crude Oil

467,200,736 (46,474,787 ) (76,181,097 ) 344,544,852

Ultra Bloomberg Natural Gas

53,410,227 (34,889,283 ) 18,520,944

Ultra Gold

101,927,857 4,580 2,051,154 103,983,591

Ultra Silver

305,474,211 (1,560 ) (12,395,120 ) 293,077,531

Ultra Australian Dollar

2,405,685 (96,825 ) 2,308,860

Ultra Euro

2,415,698 (103,371 ) 2,312,327

Ultra Yen

1,287,869 (15,245 ) 1,272,624

Total Trust

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

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

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

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

At December 31, 2014, there were no significant transfers in or out of Level I and Level II fair value measurements.

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

Investment Transactions and Related Income

Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation/depreciation on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized appreciation/depreciation between periods are reflected in the Statements of Operations. Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Brokerage Commissions and Fees

Each Fund pays its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission (“CFTC”) regulated investments. The effects of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short-term fixed-income or similar securities would also be borne by the Funds. Brokerage commissions on futures contracts are recognized on a half-turn basis (e.g., the first half is recognized when the contract is purchased (opened) and the second half is recognized when the transaction is closed). From January 1, 2014 through July 30, 2014, the Sponsor paid brokerage commissions on VIX futures contracts for the Matching VIX Funds. On July 31, 2014, the Sponsor began paying, and is currently paying, brokerage commissions on VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

Federal Income Tax

Each Fund is registered as a series of a Delaware statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, no Fund expects to incur U.S. federal income tax liability; rather, each beneficial owner of a Fund’s Shares is required to take into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year.

Management of the Funds has reviewed all open tax years and major jurisdictions ( i.e., the last four tax year ends and the interim tax period since then, as applicable) and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing basis, management will monitor its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary based on factors including, but not limited to, on-going analysis of tax law, regulation, and interpretations thereof.

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NOTE 3 – INVESTMENTS

Short-Term Investments

The Funds may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less. A portion of these investments may be posted as collateral in connection with swap agreements and/or used as collateral for a Fund’s trading in futures and forward contracts.

Accounting for Derivative Instruments

In seeking to achieve each Fund’s investment objective, the Sponsor uses a mathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions, including derivative positions, which the Sponsor believes in combination, should produce returns consistent with a Fund’s objective.

All open derivative positions at period end are reflected on each respective Fund’s Schedule of Investments. Certain Funds utilized a varying level of derivative instruments in conjunction with investment securities in seeking to meet their investment objective during the period. While the volume of open positions may vary on a daily basis as each Fund transacts derivatives contracts in order to achieve the appropriate exposure to meet its investment objective the volume of these open positions relative to the net assets of each respective Fund at the date of this report is generally representative of open positions throughout the reporting period. Following is a description of the derivative instruments used by the Funds during the reporting period, including the primary underlying risk exposures related to each instrument type.

Futures Contracts

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

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

Futures contracts involve, to varying degrees, elements of market risk (specifically commodity price risk or equity market volatility risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying index or commodity and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal but some counterparty risk to the Funds since futures contracts are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contracts against default. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified times during the trading day. Futures contracts prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting a Fund to substantial losses. If trading is not possible, or if a Fund determines not to close a futures position in anticipation of adverse price movements, the Fund will be required to make daily cash payments of variation margin. The risk the Fund will be unable to close out a futures position will be minimized by entering into such transactions on a national exchange with an active and liquid secondary market.

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Swap Agreements

Certain of the Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) an underlying index, currency or commodity, or to create an economic hedge against a position. Swap agreements are two-party contracts that have traditionally been entered into primarily with institutional investors in over-the-counter (“OTC”) markets for a specified period, ranging from a day to more than one year. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) provides for significant reforms of the OTC derivative markets, including a requirement to execute certain swap transactions on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. Transaction or commission costs are reflected in the benchmark level at which the transaction is entered into. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of underlying instruments.

Generally, swap agreements entered into by the Funds calculate and settle the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, each Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of such obligations (or rights) (the “net amount”). In a typical swap agreement entered into by a Matching VIX Fund or an Ultra Fund, the Matching VIX Fund or Ultra Fund would be entitled to settlement payments in the event the level of the benchmark increases and would be required to make payments to the swap counterparties in the event the level of the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. In a typical swap agreement entered into by a Short Fund or an UltraShort Fund, the Short Fund or UltraShort Fund would be required to make payments to the swap counterparties in the event the level of the benchmark increases and would be entitled to settlement payments in the event the level of the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay.

The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the counterparty in a segregated account by the Funds’ Custodian. The net amount of the excess, if any, of each Fund’s entitlements over its obligations with respect to each uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the Fund in a segregated account by the Funds’ Custodian. Until a swap agreement is settled in cash, the gain or loss on the notional amount less any transaction costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced asset.

The Trust, on behalf of a Fund, may enter into agreements with certain counterparties for derivative transactions. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed the party under the agreement. This could cause a Fund to have to enter into a new transaction with the same counterparty, enter into a transaction with a different counterparty or seek to achieve its investment objective through any number of different investments or investment techniques.

Swap agreements involve, to varying degrees, elements of market risk and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional amount and the price of the underlying reference index and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at March 31, 2015 contractually terminate within one month but may be terminated without penalty by either party daily. Upon termination, the Fund is entitled to pay or receive the “unrealized appreciation or depreciation” amount.

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The Funds, as applicable, collateralize swap agreements by segregating or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. As noted above, collateral posted in connection with uncleared derivative transactions is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks in connection with uncleared swaps by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of March 31, 2015, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

The counterparty/credit risk for cleared derivative transactions is generally lower than for uncleared OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.

Forward Contracts

Certain of the Funds enter into forward contracts for purposes of pursuing their investment objectives and as a substitute for investing directly in (or shorting) commodities and/or currencies. A forward contract is an agreement between two parties to purchase or sell a specified quantity of an asset at or before a specified date in the future at a specified price. Forward contracts are typically traded in OTC markets and all details of the contract are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets.

The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or currency, establishing an opposite position in the contract and recognizing the profit or loss on both positions simultaneously on the delivery date or, in some instances, paying a cash settlement before the designated date of delivery. The forward contracts are adjusted by the daily fluctuation of the underlying commodity or currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date.

Forward contracts have traditionally not been cleared or guaranteed by a third party. As a result of the Dodd-Frank Act, the CFTC now regulates non-deliverable forwards (including deliverable forwards where the parties do not take delivery). Certain non-deliverable forward contracts, such as non-deliverable foreign exchange forwards, may be subject to regulation as swap agreements, including mandatory clearing. Changes in the forward markets may entail increased costs and result in burdensome reporting requirements.

The Funds may collateralize uncleared forward commodity contracts by segregating or designating cash and/or certain securities as indicated on their Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

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The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of March 31, 2015, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

Participants in trading foreign exchange forward contracts often do not require margin deposits, but rely upon internal credit limitations and their judgments regarding the creditworthiness of their counterparties. In recent years, however, many OTC market participants in foreign exchange trading have begun to require their counterparties to post margin.

A Fund will typically enter into forward contracts only with major global financial institutions. The creditworthiness of each of the firms that is a party to a forward contract is monitored by the Sponsor.

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.

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Fair Value of Derivative Instruments

as of March 31, 2015

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for

as hedging

instruments

Statements of

Financial

Condition

Location

Fund

Unrealized
Appreciation

Statements of

Financial

Condition

Location

Fund

Unrealized
Depreciation

Managed Futures Contracts

Receivables on open futures contracts

ProShares Managed Futures Strategy

$ 190,575 *

Payable on open futures contracts

ProShares Managed Futures Strategy

$ 107,342 *

VIX Futures Contracts

Receivables on open futures contracts

ProShares VIX Short-Term Futures ETF

710,151 *

Payable on open futures contracts

ProShares VIX Short-Term Futures ETF

5,816,262 *

ProShares VIX Mid-Term Futures ETF

116,200 *

ProShares VIX Mid-Term Futures ETF

616,590 *

ProShares Short VIX Short-Term Futures ETF

8,591,734 *

ProShares Short VIX Short-Term Futures ETF

1,599,750

ProShares Ultra VIX Short-Term Futures ETF

6,202,210

ProShares Ultra VIX Short-Term Futures ETF

55,127,903

Commodities Contracts

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

ProShares UltraShort Bloomberg Commodity

276,625

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

ProShares UltraShort Gold

1,588,121 *

ProShares UltraShort Bloomberg Crude Oil

44,263,734 *

ProShares UltraShort Silver

3,736,183

ProShares UltraShort Bloomberg Natural Gas

859,740 *

ProShares Ultra Bloomberg Commodity

129,433

ProShares UltraShort Silver

3,095 *

ProShares Ultra Bloomberg Crude Oil

142,337,660 *

ProShares Ultra Gold

1,666,988 *

ProShares Ultra Bloomberg Natural Gas

7,437,631 *

ProShares Ultra Silver

22,620,868

ProShares Ultra Silver

3,320 *

Foreign Exchange Contracts

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

ProShares Short Euro

109,769 *

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

ProShares UltraShort Euro

2,088,667

ProShares UltraShort Australian Dollar

419,850 *

ProShares UltraShort Yen

57,733

ProShares UltraShort Euro

25,478,862

ProShares Ultra Australian Dollar

57,414 *

ProShares UltraShort Yen

725,490

ProShares Ultra Euro

780,795

ProShares Ultra Euro

2,045

ProShares Ultra Yen

41,178

Total Trust

$ 112,237,936 *

Total Trust

$ 221,525,982 *

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

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Fair Value of Derivative Instruments

as of December 31, 2014

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for

as hedging

instruments

Statements of

Financial

Condition

Location

Fund

Unrealized
Appreciation

Statements of

Financial

Condition

Location

Fund

Unrealized
Depreciation

Managed Futures Contracts

Receivables on open futures contracts

ProShares Managed Futures Strategy

$ 122,831 *

Payable on open futures contracts

ProShares Managed Futures Strategy

$ 18,504 *

VIX Futures Contracts

Receivables on open futures contracts

ProShares VIX Short-Term Futures ETF

6,264,620 *

Payable on open futures contracts

ProShares VIX Mid-Term Futures ETF

222,845 *

ProShares VIX Mid-Term Futures ETF

483,510 *

ProShares Short VIX Short-Term ETF

16,352,149 *

ProShares Ultra VIX Short-Term Futures ETF

39,585,253 *

Commodities Contracts

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

ProShares UltraShort Bloomberg Commodity

567,259

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

ProShares UltraShort Gold

2,287,298 *

ProShares UltraShort Bloomberg Crude Oil

42,824,680 *

ProShares UltraShort Silver

204,570

ProShares UltraShort Bloomberg Natural Gas

3,941,465 *

ProShares Ultra Bloomberg Commodity

331,338

ProShares UltraShort Silver

801,083 *

ProShares Ultra Bloomberg Crude Oil

122,655,884 *

ProShares Ultra Gold

2,055,734 *

ProShares Ultra Bloomberg Natural Gas

34,889,283 *

ProShares Ultra Silver

12,396,680 *

Foreign Exchange Contracts

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

ProShares Short Euro

385,331 *

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

ProShares UltraShort Euro

2,256,771

ProShares UltraShort Australian Dollar

743,481 *

ProShares UltraShort Yen

2,149,924

ProShares UltraShort Euro

19,019,765

ProShares Ultra Australian Dollar

96,825 *

ProShares UltraShort Yen

571,149

ProShares Ultra Euro

106,292

ProShares Ultra Euro

2,921

ProShares Ultra Yen

15,649

ProShares Ultra Yen

404

Total Trust

$ 117,369,486 *

Total Trust

$ 193,984,012 *

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

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The Effect of Derivative Instruments on the Statements of Operations

For the three months ended March 31, 2015

Derivatives not accounted

for as hedging instruments

Location of Gain or

(Loss) on Derivatives
Recognized in Income

Fund

Realized Gain
or (Loss) on
Derivatives
Recognized in
Income
Change in
Unrealized
Appreciation or
Depreciation on
Derivatives

Recognized in
Income

Managed Futures Contracts

Net realized gain (loss) on futures contracts / changes in unrealized appreciation/depreciation on futures contracts

ProShares Managed Futures Strategy

$ 119,252 $ (21,094 )

VIX Futures Contracts

Net realized gain (loss) on futures contracts, changes in unrealized appreciation/ depreciation on futures contracts

ProShares VIX Short-Term Futures ETF

(8,978,330 ) (11,370,731 )

ProShares VIX Mid-Term Futures ETF

126,671 (761,055 )

ProShares Short VIX Short-Term Futures ETF

23,811,285 23,344,133

ProShares Ultra VIX Short-Term Futures ETF

(135,093,226 ) (88,510,946 )

Commodity Contracts

Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements

ProShares UltraShort Bloomberg Commodity

856,549 (290,634 )

ProShares UltraShort Bloomberg Crude Oil

44,649,872 1,439,054

ProShares UltraShort Bloomberg Natural Gas

5,179,268 (3,081,725 )

ProShares UltraShort Gold

1,918,530 699,177

ProShares UltraShort Silver

(1,361,705 ) (4,329,601 )

ProShares Ultra Bloomberg Commodity

(520,459 ) 201,905

ProShares Ultra Bloomberg Crude Oil

(173,683,119 ) (19,681,776 )

ProShares Ultra Bloomberg Natural Gas

(45,836,964 ) 27,451,658

ProShares Ultra Gold

(2,987,756 ) (388,746 )

ProShares Ultra Silver

(17,769,093 ) 35,014,228

Foreign Exchange Contracts

Net realized gain (loss) on futures and/or foreign currency forward contracts/changes in unrealized appreciation/ depreciation on futures and/or foreign currency forward contracts

ProShares Short Euro

2,057,094 (275,562 )

ProShares UltraShort Australian Dollar

2,979,670 (323,631 )

ProShares UltraShort Euro

107,515,818 6,627,201

ProShares UltraShort Yen

(5,107,734 ) 2,246,532

ProShares Ultra Australian Dollar

(376,158 ) 39,411

ProShares Ultra Euro

(1,065,216 ) (675,379 )

ProShares Ultra Yen

(80,612 ) (25,933 )

Total Trust

$ (203,646,363 ) $ (32,673,514 )

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The Effect of Derivative Instruments on the Statements of Operations

For the three months ended March 31, 2014

Derivatives not accounted

for as hedging instruments

Location of Gain or

(Loss) on Derivatives
Recognized in Income

Fund

Realized Gain
or (Loss) on
Derivatives
Recognized in
Income
Change in
Unrealized
Appreciation or
Depreciation on
Derivatives

Recognized in
Income

VIX Futures Contracts

Net realized gain (loss) on futures contracts / changes in unrealized appreciation/ depreciation on futures contracts

ProShares VIX Short-Term Futures ETF

$ 15,779,707 $ 11,625,721

ProShares VIX Mid-Term Futures ETF

(5,397,902 ) 2,889,479

ProShares Short VIX Short-Term Futures ETF

2,731,436 (33,756 )

ProShares Ultra VIX Short-Term Futures ETF

(3,546,304 ) (5,691,916 )

Commodity Contracts

Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements

ProShares UltraShort Bloomberg Commodity

(635,695 ) 129,934

ProShares UltraShort Bloomberg Crude Oil

(12,278,001 ) (3,391,572 )

ProShares UltraShort Bloomberg Natural Gas

(9,215,034 ) 3,437,020

ProShares UltraShort Gold

(22,149,687 ) 2,901,049

ProShares UltraShort Silver

(12,614,405 ) 9,961,567

ProShares Ultra Bloomberg Commodity

537,342 (129,206 )

ProShares Ultra Bloomberg Crude Oil

21,193,668 484,711

ProShares Ultra Bloomberg Natural Gas

16,803,375 1,805,128

ProShares Ultra Gold

23,433,620 (5,199,398 )

ProShares Ultra Silver

73,955,572 (55,636,611 )

Foreign Exchange Contracts

Net realized gain (loss) on futures and/or foreign currency forward contracts/changes in unrealized appreciation/ depreciation on futures and/or foreign currency forward contracts

ProShares Short Euro

(66,588 ) 81,131

ProShares UltraShort Australian Dollar

(78,609 ) (2,139,484 )

ProShares UltraShort Euro

(12,182,041 ) 10,024,197

ProShares UltraShort Yen

(102,730 ) (24,540,300 )

ProShares Ultra Australian Dollar

(27,427 ) 311,205

ProShares Ultra Euro

85,136 (79,978 )

ProShares Ultra Yen

(10,517 ) 118,080

Total Trust

$ 76,214,916 $ (53,072,999 )

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Offsetting Assets and Liabilities

The Funds are subject to master netting agreements or similar arrangements that allow for amounts owed between the Funds and the counterparty to be netted upon an early termination. The party that has the larger payable pays the excess of the larger amount over the smaller amount to the other party. The master netting agreements or similar arrangements do not apply to amounts owed to/from different counterparties. As described above, the Funds utilize derivative instruments to achieve their investment objective during the year. The amounts shown in the Statements of Financial Condition do not take into consideration the effects of legally enforceable master netting agreements or similar arrangements. For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statements of Financial Condition.

The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of March 31, 2015:

Fair Values of Derivative Instruments as of March 31, 2015

Assets Liabilities
Gross
Amounts of
Recognized
Assets
presented in
the Statements
of Financial
Condition
Gross
Amounts
Offset in the
Statements
of Financial
Condition
Net Amounts of
Assets
presented in
the Statements
of Financial
Condition
Gross
Amounts of
Recognized
Liabilities
presented in
the Statements
of Financial
Condition
Gross
Amounts
Offset in the
Statements
of Financial
Condition
Net Amounts of
Liabilities
presented in
the Statements
of Financial
Condition

ProShares UltraShort Bloomberg Commodity

Swap agreements

276,625 276,625

ProShares UltraShort Bloomberg Crude Oil

Swap agreements

26,857,473 26,857,473

ProShares UltraShort Gold

Forward agreements

1,582,081 1,582,081

ProShares UltraShort Silver

Forward agreements

3,736,183 3,736,183

ProShares UltraShort Euro

Foreign currency forward contracts

25,478,862 25,478,862 2,088,667 2,088,667

ProShares UltraShort Yen

Foreign currency forward contracts

725,490 725,490 57,733 57,733

ProShares Ultra Bloomberg Commodity

Swap agreements

129,433 129,433

ProShares Ultra Bloomberg Crude Oil

Swap agreements

78,474,219 78,474,219

ProShares Ultra Gold

Forward agreements

1,660,968 1,660,968

ProShares Ultra Silver

Forward agreements

22,620,868 22,620,868

ProShares Ultra Euro

Foreign currency forward contracts

2,045 2,045 780,795 780,795

ProShares Ultra Yen

Foreign currency forward contracts

41,178 41,178

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at March 31, 2015. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. These amounts may be un-collateralized due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.

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Gross Amounts Not Offset in the Statements of Financial Condition as of March 31, 2015

Amounts of
Recognized
Assets /
(Liabilities)
presented in the
Statements of
Financial
Condition
Financial
Instruments for
the Benefit of
(the Funds) / the
Counterparties
Cash Collateral
for the Benefit of
(the Funds) / the
Counterparties
Net Amount

ProShares UltraShort Bloomberg Commodity

Deutsche Bank AG

118,941 118,941

Goldman Sachs International

113,070 113,070

UBS AG

44,614 44,614

ProShares UltraShort Bloomberg Crude Oil

Deutsche Bank AG

9,502,897 (6,400,000 ) 3,102,897

Goldman Sachs International

7,090,832 (4,179,789 ) 2,911,043

Societe Generale S.A.

2,850,353 (2,850,353 )

UBS AG

7,413,391 (4,951,884 ) 2,461,507

ProShares UltraShort Gold

Deutsche Bank AG

(647,913 ) 647,913

Goldman Sachs International

(370,015 ) 370,015

Societe Generale S.A.

(375,583 ) 375,583

UBS AG

(188,570 ) 188,570

ProShares UltraShort Silver

Deutsche Bank AG

(1,877,505 ) 1,877,505

Goldman Sachs International

(860,699 ) 860,699

Societe Generale S.A.

(296,399 ) 296,399

UBS AG

(701,580 ) 701,580

ProShares UltraShort Euro

Goldman Sachs International

11,076,250 (7,250,046 ) 3,826,204

UBS AG

12,313,945 (9,399,102 ) 2,914,843

ProShares UltraShort Yen

Goldman Sachs International

446,692 (446,692 )

UBS AG

221,065 (221,065 )

ProShares Ultra Bloomberg Commodity

Deutsche Bank AG

(54,521 ) 54,521

Goldman Sachs International

(55,872 ) 55,872

UBS AG

(19,040 ) 19,040

ProShares Ultra Bloomberg Crude Oil

Deutsche Bank AG

(24,270,565 ) 24,270,565

Goldman Sachs International

(24,277,344 ) 24,277,344

Societe Generale S.A.

(8,155,514 ) 8,155,514

UBS AG

(21,770,796 ) 21,770,796

ProShares Ultra Gold

Deutsche Bank AG

895,425 (800,000 ) 95,425

Goldman Sachs International

346,843 (311,985 ) 34,858

Societe Generale S.A.

90,113 (90,113 )

UBS AG

328,587 (302,741 ) 25,846

ProShares Ultra Silver

Deutsche Bank AG

12,075,006 (12,075,006 )

Goldman Sachs International

4,343,236 (4,343,236 )

Societe Generale S.A.

2,548,949 (2,548,949 )

UBS AG

3,653,677 (3,653,677 )

ProShares Ultra Euro

Goldman Sachs International

(361,029 ) 361,029

UBS AG

(417,721 ) 417,721

ProShares Ultra Yen

Goldman Sachs International

(15,605 ) 15,605

UBS AG

(25,573 ) 25,573

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The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of December 31, 2014:

Fair Values of Derivative Instruments as of December 31, 2014

Assets Liabilities
Gross
Amounts of
Recognized
Assets
presented in
the Statements
of Financial
Condition
Gross
Amounts
Offset in the
Statements
of Financial
Condition
Net Amounts of
Assets
presented in
the Statements
of Financial
Condition
Gross
Amounts of
Recognized
Liabilities
presented in
the Statements
of Financial
Condition
Gross
Amounts
Offset in the
Statements
of Financial
Condition
Net Amounts of
Liabilities
presented in
the Statements
of Financial
Condition

ProShares UltraShort Bloomberg Commodity

Swap agreements

567,259 567,259

ProShares UltraShort Bloomberg Crude Oil

Swap agreements

27,018,077 27,018,077

ProShares UltraShort Gold

Forward agreements

2,282,778 2,282,778

ProShares UltraShort Silver

Forward agreements

799,523 799,523 204,570 204,570

ProShares UltraShort Euro

Foreign currency forward contracts

19,019,765 19,019,765 2,256,771 2,256,771

ProShares UltraShort Yen

Foreign currency forward contracts

571,149 571,149 2,149,924 2,149,924

ProShares Ultra Bloomberg Commodity

Swap agreements

331,338 331,338

ProShares Ultra Bloomberg Crude Oil

Swap agreements

76,181,097 76,181,097

ProShares Ultra Gold

Forward agreements

2,051,154 2,051,154

ProShares Ultra Silver

Forward agreements

12,395,120 12,395,120

ProShares Ultra Euro

Foreign currency forward contracts

2,921 2,921 106,292 106,292

ProShares Ultra Yen

Foreign currency forward contracts

404 404 15,649 15,649

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at December 31, 2014. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. These amounts may be un-collateralized due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.

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Gross Amounts Not Offset in the Statements of Financial Condition as of December 31, 2014

Amounts of
Recognized
Assets /
(Liabilities)
presented in the
Statements of
Financial
Condition
Financial
Instruments for
the Benefit of
(the Funds) / the
Counterparties
Cash Collateral
for the Benefit of
(the Funds) / the
Counterparties
Net Amount

ProShares UltraShort Bloomberg Commodity

Deutsche Bank AG

243,474 243,474

Goldman Sachs International

240,271 240,271

UBS AG

83,514 83,514

ProShares UltraShort Bloomberg Crude Oil

Deutsche Bank AG

7,669,493 (6,800,000 ) 869,493

Goldman Sachs International

8,362,336 (7,598,657 ) 763,679

Societe Generale S.A.

2,132,657 (2,132,657 )

UBS AG

8,853,591 (8,281,350 ) 572,241

ProShares UltraShort Gold

Deutsche Bank AG

(1,422,997 ) 1,422,997

Goldman Sachs International

(354,660 ) 354,660

Societe Generale S.A.

(182,225 ) 182,225

UBS AG

(322,896 ) 322,896

ProShares UltraShort Silver

Deutsche Bank AG

462,619 (462,619 )

Goldman Sachs International

138,563 (138,563 )

Societe Generale S.A.

198,341 (198,341 )

UBS AG

(204,570 ) 204,570

ProShares UltraShort Euro

Goldman Sachs International

8,193,303 (6,008,925 ) 2,184,378

UBS AG

8,569,691 (6,592,366 ) (11,518 ) 1,965,807

ProShares UltraShort Yen

Goldman Sachs International

(1,466,239 ) 1,466,239

UBS AG

(112,536 ) 112,536

ProShares Ultra Bloomberg Commodity

Deutsche Bank AG

(143,751 ) 143,751

Goldman Sachs International

(138,532 ) 138,532

UBS AG

(49,055 ) 49,055

ProShares Ultra Bloomberg Crude Oil

Deutsche Bank AG

(24,223,667 ) 24,223,667

Goldman Sachs International

(24,285,701 ) 24,285,701

Societe Generale S.A.

(5,528,160 ) 5,528,160

UBS AG

(22,143,569 ) 22,143,569

ProShares Ultra Gold

Deutsche Bank AG

1,231,694 (1,231,694 )

Goldman Sachs International

222,126 222,126

Societe Generale S.A.

190,591 (190,591 )

UBS AG

406,743 (406,743 )

ProShares Ultra Silver

Deutsche Bank AG

(6,220,069 ) 6,220,069

Goldman Sachs International

(2,124,796 ) 2,124,796

Societe Generale S.A.

(1,384,207 ) 1,384,207

UBS AG

(2,666,048 ) 2,666,048

ProShares Ultra Euro

Goldman Sachs International

(38,856 ) 38,856

UBS AG

(64,515 ) 64,515

ProShares Ultra Yen

Goldman Sachs International

(12,255 ) 12,255

UBS AG

(2,990 ) 2,990

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NOTE 4 – AGREEMENTS

Management Fee

Each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95% per annum of its average daily NAV of such Fund. Each Matching VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.85% per annum of its average daily NAV of such Fund. The Managed Futures Fund will pay the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.75% per annum of its average daily net assets. The Sponsor did not and will not charge the Management Fee in the first year of operation of each Fund in an amount equal to the offering costs. The Sponsor reimbursed each Fund, to the extent that its offering costs exceed the Management Fee, for the first year of operations.

The Management Fee is paid in consideration of the Sponsor’s services as commodity pool operator, and for managing the business and affairs of the Funds. From the Management Fee, the Sponsor pays all of the routine operational, administrative and other ordinary expenses of each Fund, generally as determined by the Sponsor, including but not limited to the Administrator, Custodian, Distributor, ProFunds Distributors, Inc. (“PDI”), an affiliated broker-dealer of the Sponsor, Transfer Agent, accounting and auditing fees and expenses, any index licensors for the Funds, and the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of its trading operations, including, but not limited to, expenses such as tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund and Financial Industry Regulatory Authority (“FINRA”) filing fees, individual Schedule K-1 preparation and mailing fees not exceeding 0.10% per annum of the net assets of a Fund, and report preparation and mailing expenses.

Each Fund incurs and pays its non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are fees and expenses which are unexpected or unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds.

The Administrator

The Sponsor and the Trust, for itself and on behalf of each Fund, has appointed Brown Brothers Harriman & Co. (“BBH&Co.”) as the Administrator of the Funds, and the Sponsor, and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into an Administrative Agency Agreement (the “Administration Agreement”) in connection therewith. Pursuant to the terms of the Administration Agreement and under the supervision and direction of the Sponsor and the Trust, BBH&Co. prepares and files certain regulatory filings on behalf of the Funds. BBH&Co. may also perform other services for the Funds pursuant to the Administration Agreement as mutually agreed upon by the Sponsor, the Trust and BBH&Co. from time to time. Pursuant to the terms of the Administration Agreement, BBH&Co. also serves as the Transfer Agent of the Funds. The Administrator’s fees are paid on behalf of the Funds by the Sponsor.

The Custodian

BBH&Co. serves as the Custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into a Custodian Agreement in connection therewith. Pursuant to the terms of the Custodian Agreement, BBH&Co. is responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to BBH&Co. by the Funds. The Custodian’s fees are paid on behalf of the Funds by the Sponsor.

The Distributor

SEI Investments Distribution Co. (“SEI”), serves as Distributor of the Funds and assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including taking creation and redemption orders, consulting with the marketing staff of the Sponsor and its affiliates with respect to compliance with the requirements of FINRA and/or the NFA in connection with marketing efforts, and reviewing and filing of marketing materials with FINRA and/or the NFA. SEI retains all marketing materials separately for each Fund, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund, has entered into a Distribution Services Agreement with SEI.

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Non-Recurring Fees and Expenses

Each Fund pays all its non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are fees and expenses which are unexpected or unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds. Such fees and expenses are those that are non-recurring, unexpected or unusual in nature.

NOTE 5 – OFFERING COSTS

Offering costs will be amortized by the Funds over a twelve month period on a straight-line basis beginning once the fund commences operations. The Sponsor did not and will not charge its Management Fee in the first year of operations of the Managed Futures Fund in an amount equal to the offering costs. The Sponsor will reimburse the Managed Futures Fund to the extent its offering costs exceed 0.75% of its average daily NAV for the first year of operations. Normal and expected expenses incurred in connection with the continuous offering of Shares of the Managed Futures Fund after the commencement of its trading operations will be paid by the Sponsor.

NOTE 6 – CREATION AND REDEMPTION OF CREATION UNITS

Each Fund issues and redeems shares from time to time, but only in one or more Creation Units. A Creation Unit is a block of 50,000 Shares of a Geared Fund and the Managed Futures Fund and 25,000 Shares of a Matching VIX Fund. Creation Units may be created or redeemed only by Authorized Participants. As a result of the Share splits and reverse Share splits as described in Note 1, certain redemptions as disclosed in the Statements of Changes in Shareholders’ Equity reflect payment of fractional share balances on beneficial shareholder accounts.

Except when aggregated in Creation Units, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from or with a Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements, such as references to the Transaction Fees imposed on purchases and redemptions, is not relevant to retail investors.

Transaction Fees on Creation and Redemption Transactions

The manner by which Creation Units are purchased or redeemed is dictated by the terms of the Authorized Participant Agreement and Authorized Participant Handbook. By placing a purchase order, an Authorized Participant agrees to: (1) deposit cash with the Custodian; and (2) if permitted by the Sponsor in its sole discretion, enter into or arrange for an exchange of futures contract for related position or block trade whereby the Authorized Participant would also transfer to such Fund a number and type of exchange-traded futures contracts at or near the closing settlement price for such contracts on the purchase order date.

Authorized Participants may pay a fixed transaction fee of up to $500 in connection with each order to create or redeem a Creation Unit in order to compensate BBH&Co., as the Administrator, the Custodian and the Transfer Agent of each Fund and its Shares, for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions. Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.10% (and a variable transaction fee to the Matching VIX Funds of 0.05%) of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction fee. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market.

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Transaction fees for the three months ended March 31, 2015, which are included in the Sale and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:

Fund

Three Months Ended
March 31, 2015

Managed Futures Strategy

$

VIX Short-Term Futures ETF

33,403

VIX Mid-Term Futures ETF

5,138

Short VIX Short-Term Futures ETF

61,292

Ultra VIX Short-Term Futures ETF

336,970

UltraShort Bloomberg Commodity

UltraShort Bloomberg Crude Oil

131,659

UltraShort Bloomberg Natural Gas

2,813

UltraShort Gold

5,246

UltraShort Silver

9,000

Short Euro

UltraShort Australian Dollar

UltraShort Euro

UltraShort Yen

Ultra Bloomberg Commodity

Ultra Bloomberg Crude Oil

293,240

Ultra Bloomberg Natural Gas

4,663

Ultra Gold

1,459

Ultra Silver

10,508

Ultra Australian Dollar

Ultra Euro

Ultra Yen

Total Trust

$ 895,391

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NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended March 31, 2015:

For the Three Months Ended March 31, 2015 (unaudited)

Per Share Operating

Performance

Managed
Futures
Strategy
VIX Short-
Term Futures
ETF
VIX Mid-
Term Futures
ETF
Short VIX
Short-Term
Futures ETF
Ultra VIX
Short-Term
Futures ETF
UltraShort
Bloomberg
Commodity
UltraShort
Bloomberg
Crude Oil

Net asset value, at December 31, 2014

$ 21.1354 $ 20.9321 $ 63.6020 $ 61.4004 $ 25.0918 $ 87.7495 $ 77.9790

Net investment income (loss)

(0.0433 ) (0.0467 ) (0.1452 ) (0.1987 ) (0.0811 ) (0.2053 ) (0.2022 )

Net realized and unrealized gain (loss)#

0.3763 (3.8007 ) (2.0840 ) 6.4726 (9.8209 ) 9.4334 8.9543

Change in net asset value from operations

0.3330 (3.8474 ) (2.2292 ) 6.2739 (9.9020 ) 9.2281 8.7521

Net asset value, at March 31, 2015

$ 21.4684 $ 17.0847 $ 61.3728 $ 67.6743 $ 15.1898 $ 96.9776 $ 86.7311

Market value per share, at December 31, 2014†

$ 21.28 $ 20.99 $ 63.89 $ 61.16 $ 25.15 $ 87.44 $ 76.52

Market value per share, at March 31, 2015†

$ 21.50 $ 17.01 $ 61.09 $ 68.04 $ 15.05 $ 98.25 $ 87.14

Total Return, at net asset value

1.6 % (18.4 )% (3.5 )% 10.2 % (39.5 )% 10.5 % 11.2 %

Total Return, at market value

1.0 % (19.0 )% (4.4 )% 11.2 % (40.2 )% 12.4 % 13.9 %

Ratios to Average Net Assets

Expense ratio

(0.82 )% (0.99 )% (0.97 )% (1.39 )% (1.68 )% (0.95 )% (1.02 )%

Expense ratio, excluding brokerage commissions

(0.75 )% (0.85 )% (0.85 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.82 )% (0.96 )% (0.93 )% (1.36 )% (1.65 )% (0.91 )% (0.99 )%

# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

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For the three months Ended March 31, 2015 (unaudited)

Per Share Operating

Performance

UltraShort
Bloomberg
Natural Gas
UltraShort
Gold
UltraShort
Silver
Short Euro UltraShort
Australian
Dollar
UltraShort
Euro
UltraShort
Yen

Net asset value, at December 31, 2014

$ 83.9577 $ 96.6516 $ 115.6143 $ 40.0617 $ 51.3790 $ 21.5946 $ 89.3336

Net investment income (loss)

(0.2743 ) (0.2107 ) (0.2305 ) (0.0995 ) (0.1346 ) (0.0548 ) (0.1983 )

Net realized and unrealized gain (loss)#

3.8028 1.3794 (14.2099 ) 4.8906 6.1975 5.4097 (0.1606 )

Change in net asset value from operations

3.5285 1.1687 (14.4404 ) 4.7911 6.0629 5.3549 (0.3589 )

Net asset value, at March 31, 2015

$ 87.4862 $ 97.8203 $ 101.1739 $ 44.8528 $ 57.4419 $ 26.9495 $ 88.9747

Market value per share, at December 31, 2014†

$ 82.03 $ 100.22 $ 119.39 $ 40.03 $ 51.37 $ 21.61 $ 89.30

Market value per share, at March 31, 2015†

$ 87.54 $ 98.18 $ 100.85 $ 44.87 $ 57.34 $ 26.95 $ 88.91

Total Return, at net asset value

4.2 % 1.2 % (12.5 )% 12.0 % 11.8 % 24.8 % (0.4 )%

Total Return, at market value

6.7 % (2.0 )% (15.5 )% 12.1 % 11.6 % 24.7 % (0.4 )%

Ratios to Average Net Assets

Expense ratio

(1.43 )% (0.95 )% (0.95 )% (0.97 )% (1.02 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(1.39 )% (0.91 )% (0.90 )% (0.94 )% (1.00 )% (0.90 )% (0.91 )%

# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

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For the three months Ended March 31, 2015 (unaudited)

Per Share Operating

Performance

Ultra
Bloomberg
Commodity
Ultra
Bloomberg
Crude Oil
Ultra
Bloomberg
Natural Gas
Ultra Gold Ultra Silver Ultra
Australian
Dollar
Ultra Euro Ultra Yen

Net asset value, at December 31, 2014

$ 13.0337 $ 10.1480 $ 15.4123 $ 40.0011 $ 39.3657 $ 27.4003 $ 19.8744 $ 14.1189

Net investment income (loss)

(0.0276 ) (0.0184 ) (0.0387 ) (0.0903 ) (0.0938 ) (0.0614 ) (0.0375 ) (0.0321 )

Net realized and unrealized gain (loss)#

(1.5924 ) (3.3046 ) (3.9570 ) (1.5312 ) 2.2087 (3.3673 ) (4.2942 ) (0.0871 )

Change in net asset value from operations

(1.6200 ) (3.3230 ) (3.9957 ) (1.6215 ) 2.1149 (3.4287 ) (4.3317 ) (0.1192 )

Net asset value, at March 31, 2015

$ 11.4137 $ 6.8250 $ 11.4166 $ 38.3796 $ 41.4806 $ 23.9716 $ 15.5427 $ 13.9997

Market value per share, at December 31, 2014†

$ 12.86 $ 10.37 $ 15.78 $ 38.41 $ 38.05 $ 27.43 $ 19.80 $ 14.12

Market value per share, at March 31, 2015†

$ 11.70 $ 6.79 $ 11.39 $ 38.14 $ 41.69 $ 24.20 $ 15.54 $ 13.99

Total Return, at net asset value

(12.4 )% (32.7 )% (25.9 )% (4.1 )% 5.4 % (12.5 )% (21.8 )% (0.8 )%

Total Return, at market value

(9.0 )% (34.5 )% (27.8 )% (0.7 )% 9.6 % (11.8 )% (21.5 )% (0.9 )%

Ratios to Average Net Assets

Expense ratio

(0.95 )% (0.99 )% (1.17 )% (0.95 )% (0.95 )% (1.01 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.91 )% (0.95 )% (1.14 )% (0.90 )% (0.90 )% (0.97 )% (0.92 )% (0.92 )%

# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

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Selected data for a Share outstanding throughout the three months ended March 31, 2014:

For the Three Months Ended March 31, 2014 (unaudited)

Per Share Operating

Performance

VIX Short-
Term Futures
ETF
VIX Mid-
Term Futures
ETF*
Short VIX
Short-Term
Futures ETF
Ultra VIX
Short-Term
Futures ETF
UltraShort
Bloomberg
Commodity
UltraShort
Bloomberg
Crude Oil
UltraShort
Bloomberg
Natural Gas

Net asset value, at December 31, 2013

$ 28.5387 $ 77.1838 $ 67.4993 $ 67.0841 $ 63.2936 $ 31.7301 $ 69.9635

Net investment income (loss)

(0.0577 ) (0.1532 ) (0.2209 ) (0.2919 ) (0.1332 ) (0.0690 ) (0.1225 )

Net realized and unrealized gain (loss)#

(0.2803 ) (3.0559 ) (5.4192 ) (6.4957 ) (8.4288 ) (3.1766 ) (25.9326 )

Change in net asset value from operations

(0.3380 ) (3.2091 ) (5.6401 ) (6.7876 ) (8.5620 ) (3.2456 ) (26.0551 )

Net asset value, at March 31, 2014

$ 28.2007 $ 73.9747 $ 61.8592 $ 60.2965 $ 54.7316 $ 28.4845 $ 43.9084

Market value per share, at December 31, 2013†

$ 28.53 $ 77.16 $ 67.47 $ 67.12 $ 58.41 $ 31.58 $ 69.36

Market value per share, at March 31, 2014†

$ 28.10 $ 74.00 $ 61.97 $ 59.91 $ 55.25 $ 28.54 $ 43.71

Total Return, at net asset value

(1.2 )% (4.2 )% (8.4 )% (10.1 )% (13.5 )% (10.2 )% (37.2 )%

Total Return, at market value

(1.5 )% (4.1 )% (8.2 )% (10.7 )% (5.4 )% (9.6 )% (37.0 )%

Ratios to Average Net Assets

Expense ratio

(0.85 )% (0.85 )% (1.50 )% (1.79 )% (0.95 )% (0.97 )% (1.17 )%

Expense ratio, excluding brokerage commissions

(0.85 )% (0.85 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.80 )% (0.81 )% (1.45 )% (1.76 )% (0.91 )% (0.91 )% (1.12 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

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For the Three Months Ended March 31, 2014 (unaudited)

Per Share Operating

Performance

UltraShort
Gold
UltraShort
Silver
Short Euro UltraShort
Australian
Dollar
UltraShort
Euro
UltraShort
Yen
Ultra
Bloomberg
Commodity

Net asset value, at December 31, 2013

$ 103.5180 $ 89.7820 $ 35.5867 $ 46.6384 $ 17.0613 $ 70.8640 $ 19.4317

Net investment income (loss)

(0.1979 ) (0.1773 ) (0.0799 ) (0.1073 ) (0.0373 ) (0.1459 ) (0.0464 )

Net realized and unrealized gain (loss)#

(15.0246 ) (6.8730 ) 0.0037 (4.2001 ) (0.0976 ) (3.1017 ) 2.7213

Change in net asset value from operations

(15.2225 ) (7.0503 ) (0.0762 ) (4.3074 ) (0.1349 ) (3.2476 ) 2.6749

Net asset value, at March 31, 2014

$ 88.2955 $ 82.7317 $ 35.5105 $ 42.3310 $ 16.9264 $ 67.6164 $ 22.1066

Market value per share, at December 31, 2013†

$ 103.53 $ 90.19 $ 35.66 $ 46.66 $ 17.06 $ 70.91 $ 19.13

Market value per share, at March 31, 2014†

$ 89.45 $ 84.24 $ 35.58 $ 42.27 $ 16.93 $ 67.62 $ 21.51

Total Return, at net asset value

(14.7 )% (7.9 )% (0.2 )% (9.2 )% (0.8 )% (4.6 )% 13.8 %

Total Return, at market value

(13.6 )% (6.6 )% (0.2 )% (9.4 )% (0.8 )% (4.6 )% 12.4 %

Ratios to Average Net Assets

Expense ratio

(0.95 )% (0.95 )% (0.96 )% (1.01 )% (0.95 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.89 )% (0.89 )% (0.91 )% (0.95 )% (0.88 )% (0.88 )% (0.91 )%

# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

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For the Three Months Ended March 31, 2014 (unaudited)

Per Share Operating

Performance

Ultra
Bloomberg
Crude Oil
Ultra
Bloomberg
Natural Gas
Ultra Gold Ultra Silver Ultra
Australian
Dollar
Ultra Euro Ultra Yen

Net asset value, at December 31, 2013

$ 32.0899 $ 38.8383 $ 41.2553 $ 63.3305 $ 31.6801 $ 26.0346 $ 18.6318

Net investment income (loss)

(0.0712 ) (0.1183 ) (0.1060 ) (0.1535 ) (0.0733 ) (0.0566 ) (0.0428 )

Net realized and unrealized gain (loss)#

2.6074 6.4173 5.8746 2.0543 2.8368 0.0512 0.7168

Change in net asset value from operations

2.5362 6.2990 5.7686 1.9008 2.7635 (0.0054 ) 0.6740

Net asset value, at March 31, 2014

$ 34.6261 $ 45.1373 $ 47.0239 $ 65.2313 $ 34.4436 $ 26.0292 $ 19.3058

Market value per share, at December 31, 2013†

$ 32.22 $ 39.28 $ 41.26 $ 63.04 $ 31.61 $ 25.98 $ 18.61

Market value per share, at March 31, 2014†

$ 34.56 $ 45.32 $ 46.34 $ 64.12 $ 34.46 $ 25.98 $ 19.29

Total Return, at net asset value

7.9 % 16.2 % 14.0 % 3.0 % 8.7 % 0.0 %** 3.6 %

Total Return, at market value

7.3 % 15.4 % 12.3 % 1.7 % 9.0 % 0.0 %** 3.7 %

Ratios to Average Net Assets

Expense ratio

(0.98 )% (1.11 )% (0.95 )% (0.95 )% (1.00 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.92 )% (1.06 )% (0.91 )% (0.90 )% (0.93 )% (0.89 )% (0.89 )%

# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
** Amount represents less than 0.01%.

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NOTE 8 – RISK

Correlation and Compounding Risk

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than a single day (as measured from NAV calculation time to NAV calculation time). The return of a Geared Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ from the inverse (-1x), two times the inverse (-2x), or two times (2x) of the return of the Geared Fund’s benchmark for the period. A Fund will lose money if its benchmark performance is flat over time, and it is possible for a Geared Fund to lose money over time even if the performance of its benchmark increases (or decreases in the case of Short and UltraShort Funds), as a result of daily rebalancing, the benchmark’s volatility and compounding. Longer holding periods, higher benchmark volatility, inverse exposure and greater leverage each affect the impact of compounding on a Fund’s returns. Daily compounding of a Geared Fund’s investment returns can dramatically and adversely affect its longer-term performance during periods of high volatility. Volatility may be at least as important to a Geared Fund’s return for a period as the return of the Fund’s underlying benchmark. The Matching VIX Funds and the Managed Futures Fund seek to achieve their stated investment objective both over a single day and over time.

Each Ultra and UltraShort Fund uses leverage and should produce daily returns that are more volatile than that of its benchmark. For example, the daily return of an Ultra Fund with a 2x multiple should be approximately two times as volatile on a daily basis as is the return of a fund with an objective of matching the same benchmark. The daily return of a Short or UltraShort Fund is designed to return the inverse (-1x) or two times the inverse (-2x) of the return that would be expected of a fund with an objective of matching the same benchmark. The Geared Funds are not appropriate for all investors and present different risks than other funds. The Leveraged Funds use leverage and are riskier than similarly benchmarked exchange-traded funds that do not use leverage. An investor should only consider an investment in a Geared Fund if he or she understands the consequences of seeking daily leveraged, daily inverse or daily inverse leveraged investment results. Daily objective Geared Funds, if used properly and in conjunction with the investor’s view on the future direction and volatility of the markets, can be useful tools for investors who want to manage their exposure to various markets and market segments and who are willing to monitor and/or periodically rebalance their portfolios. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily.

While the Funds expect to meet their investment objectives, several factors may affect their ability to do so. Among these factors are: (1) the Sponsor’s ability to purchase and sell Financial Instruments in a manner that correlates to a Fund’s objective; (2) an imperfect correlation between the performance of Financial Instruments held by a Fund and the performance of the applicable benchmark; (3) bid-ask spreads on such Financial Instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of Financial Instruments and commission costs; (5) holding instruments traded in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology; (7) changes to a benchmark index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; (10) accounting standards; and (11) differences caused by a Fund obtaining exposure to only a representative sample of the components of a benchmark, overweighting or underweighting certain components of a benchmark or obtaining exposure to assets that are not included in a benchmark.

A number of factors may affect a Geared Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee that a Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent a Geared Fund from achieving its investment objective. In order to achieve a high degree of correlation with their underlying benchmarks, the Geared Funds seek to rebalance their portfolios daily to keep exposure consistent with their investment objectives. Being materially under- or over-exposed to the benchmark may prevent such Geared Funds from achieving a high degree of correlation with such benchmark. Market disruptions or closure, large amounts of assets into or out of the Geared Funds, regulatory restrictions or extreme market volatility will adversely affect such Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmarks’ movements during each day. Because of this, it is unlikely that the Geared Funds will be perfectly exposed ( i.e., -1x, -2x or 2x, as applicable) to its benchmark at the end of each day, and the likelihood of being materially under- or over-exposed is higher on days when the benchmark levels are volatile near the close of the trading day. In addition, unlike other funds that do not rebalance their portfolios as frequently, each Geared Fund may be subject to increased trading costs associated with daily portfolio rebalancing in order to maintain appropriate exposure to the underlying benchmarks.

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Counterparty Risk

Certain of the Funds will use swap agreements and/or forward contracts as a means to achieve their respective investment objectives. Such Funds will use either swap agreements and/or forward contracts referencing their respective benchmarks. These Funds may also invest in other swap agreements or forward contracts if such instruments tend to exhibit trading prices or returns that correlate with the benchmark or a component of the benchmark and will further the investment objective of the Fund. Certain Funds may invest in swap agreements or forward contracts if position accountability rules or position limits are reached with respect to specific futures contracts or the market for a specific futures contract experiences emergencies ( e.g. , natural disaster, terrorist attack or an act of God) or disruptions ( e.g. , a trading halt or a flash crash) that prevent the Funds from obtaining the appropriate amount of investment exposure to the affected futures contract or certain other futures contracts. Although unlikely, those Funds, under these circumstances, could have 100% exposure to swap agreements or forward contracts.

Swap agreements and forward contracts are generally traded in OTC markets and have only recently become subject to regulation by the CFTC. CFTC rules, however, do not cover all types of swap agreements and forward contracts. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act (the “CEA”) in connection with each Fund’s swap agreements or forward contracts. The lack of regulation in these markets could expose investors to significant losses under certain circumstances, including in the event of trading abuses or financial failure by participants.

The Funds will be subject to credit risk with respect to the counterparties to the derivatives contracts (whether a clearing corporation in the case of cleared instruments or another third party in the case of OTC uncleared instruments). Unlike in futures contracts, the counterparty to uncleared swap agreements or forward contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, a Fund is subject to credit risk with respect to the amount it expects to receive from counterparties to uncleared swaps and forward contracts entered into as part of that Fund’s principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund could suffer significant losses on these contracts and the value of an investor’s investment in a Fund may decline.

The Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, subject to certain minimum thresholds; however there are no limitations on the percentage of its assets each Fund may invest in swap agreements or forward contracts with a particular counterparty. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Funds will be exposed to counterparty risk as described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. The Funds typically enter into transactions only with major global financial institutions.

OTC swaps or forward contracts are less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. If the level of the Fund’s benchmark has a dramatic intraday move that would cause a material decline in the Fund’s NAV, the terms of the swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for the Fund to enter into another swap agreement or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of the Fund’s benchmark reverses all or part of its intraday move by the end of the day. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss.

Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund.

The counterparty risk for cleared derivative transactions is generally lower than for uncleared OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing house for performance of financial obligations. However, there can be no assurance that the clearing house, or its members, will satisfy its obligations to the Fund.

Leverage Risk

The Leveraged Funds may utilize leverage in seeking to achieve their respective investment objectives and will lose more money in market environments adverse to their respective daily investment objectives than funds that do not employ leverage. The use of leveraged and/or inverse leveraged positions could result in the total loss of an investor’s investment.

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For example, because the UltraShort Funds and Ultra Funds include a two times the inverse (-2x), or a two times (2x) multiplier, a single-day movement in the relevant benchmark approaching 50% at any point in the day (for an UltraShort Fund or an UltraShort Fund) could result in the total loss or almost total loss of an investor’s investment if that movement is contrary to the investment objective of the Fund in which an investor has invested, even if such Fund’s benchmark subsequently moves in an opposite direction, eliminating all or a portion of the movement. This would be the case with downward single-day or intraday movements in the underlying benchmark of an Ultra Fund or upward single-day or intraday movements in the benchmark of an UltraShort Fund, even if the underlying benchmark maintains a level greater than zero at all times.

Liquidity Risk

Financial Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position or find a swap or forward contract counterparty at a reasonable cost. Market illiquidity may cause losses for the Funds. The large size of the positions which the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Instruments related to one benchmark, which in many cases is highly concentrated.

“Contango” and “Backwardation” Risk

In Funds that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in November 2014 may specify a January 2015 expiration. As that contract nears expiration, it may be replaced by selling the January 2015 contract and purchasing the contract expiring in March 2015. This process is referred to as “rolling.” Rolling may have a positive or negative impact on performance. For example, historically, the prices of certain types of futures contracts have frequently been higher for contracts with shorter-term expirations than for contracts with longer-term expirations, which is referred to as “backwardation.” In these circumstances, absent other factors, the sale of the January 2015 contract would take place at a price that is higher than the price at which the March 2015 contract is purchased, thereby creating a gain in connection with rolling. While certain types of futures contracts have historically exhibited consistent periods of backwardation, backwardation will likely not exist in these markets at all times. The presence of contango (where prices of contracts are higher in the distant delivery months than in the nearer delivery months due to the costs of long-term storage of a physical commodity prior to delivery or other factors) in certain futures contracts at the time of rolling would be expected to adversely affect an Ultra Fund, the Managed Futures Fund or a Matching VIX Fund that invests in such futures, and positively affect a Short Fund or an UltraShort Fund that invests in such futures. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Short Funds and UltraShort Funds, and positively affect the Ultra Funds, the Managed Futures Fund and Matching VIX Funds.

Since the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average maturity of the applicable VIX Futures Index. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and, accordingly, decrease the return of the Ultra VIX Short-Term Futures ETF and the Matching VIX Funds.

Gold and silver historically exhibit persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly. It is generally believed this is because the market needs to build inventories for most of the year in order to have enough storage to make it through a normal winter. Periods of backwardation are typically thought to be caused by demand shocks or supply shortages such as an unusually cold winter or a hurricane.

Shareholder Concentration

As of March 31, 2015, ProShares Morningstar Alternatives Solution ETF, an ETF affiliated with the Funds, owned 65% of the outstanding shares of the Managed Futures Fund. Subscription and redemption activity by concentrated shareholders may have a significant effect on the operations of the Fund.

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Other Matters

On September 9, 2014, NYSE Regulation, Inc. (“NYSE Regulation”) sent a letter informing the Sponsor that ProShares Ultra Australian Dollar failed to comply with continued NYSE Arca Equities, Inc. listing standards regarding its number of record or beneficial holders. The Sponsor sent a written plan (“Plan”) to the NYSE Regulation designed to increase and sustain a higher number of record or beneficial holders. Upon review and consideration of the Plan, the NYSE Regulation Staff has granted an extension allowing the continued listing of ProShares Ultra Australian Dollar through at least June 23, 2015. There is no guarantee that the Fund will be able to meet the continued listing standards and avoid a delisting action after that date. If the Fund is delisted, there will not be an active trading market for the Fund’s Shares. If investors need to sell their Fund Shares at a time when no active market for them exists, the price investors receive for the Fund’s Shares, assuming that investors are able to sell them, likely will be lower than the price that investors would receive if an active market did exist. In addition, if the Fund is delisted, the Fund would likely be forced to liquidate.

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated the possibility of subsequent events existing in the Trust’s and the Funds’ financial statements through the date the financial statements were issued. The subsequent events were as follows:

On May 1, 2015, the Trust announced a 1-for-4 reverse split of the Shares of beneficial interest of ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Natural Gas and ProShares Ultra Yen.

On May 1, 2015, the Trust announced a 1-for-5 reverse split of the Shares of beneficial interest of ProShares Ultra VIX Short-Term Futures ETF and ProShares Ultra Bloomberg Crude Oil.

The reverse splits will increase the price per Share of each Fund with a proportionate decrease in the number of Shares outstanding. For example, for a 1-for-4 reverse split, every four pre-split Shares will result in the receipt of one post-split Share, which will be priced four times higher than the NAV of a pre-split Share.

The reverse splits will be effective for shareholders of record after the close of the markets on May 19, 2015. All reverse splits will be effective at the market open on May 20, 2015, when the Funds will begin trading at their post-split price. The ticker symbol for the Funds will not change. Each of the Funds undergoing a reverse split will be issued a new CUSIP number, listed below.

Ticker

Fund

Split Ratio Old CUSIP New CUSIP

UCD

Ultra Bloomberg Commodity 1:4 74347W106 74347W288

BOIL

Ultra Bloomberg Natural Gas 1:4 74347W122 74347W296

YCL

Ultra Yen 1:4 74347W866 74347W270

UVXY

Ultra VIX Short-Term Futures ETF 1:5 74347W346 74347W312

UCO

Ultra Bloomberg Crude Oil 1:5 74347W650 74347W320

The Shares outstanding and per Share information for ProShares Ultra VIX Short-Term Futures ETF, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Bloomberg Natural Gas and ProShares Ultra Yen disclosed in the financial statements and notes to the financial statements have not been retroactively adjusted to give effect to the reverse splits. Presented below are pro forma Shares outstanding and per Share information after giving retroactive effect for the reverse splits.

Pro forma information, giving retroactive effect to the reverse splits, is as follows:

For the Three Months Ended March 31, 2015 (unaudited)

Per Share Operating Performance

Ultra VIX
Short-Term
Futures ETF
Ultra
Bloomberg
Commodity
Ultra
Bloomberg
Crude Oil
Ultra
Bloomberg
Natural Gas
Ultra Yen

Net asset value, at December 31, 2014

$ 125.4591 $ 52.1342 $ 50.7400 $ 61.6491 $ 56.4747

Net investment income (loss)

(0.4056 ) (0.1104 ) (0.0920 ) (0.1548 ) (0.1283 )

Net realized and unrealized gain (loss)

(49.1045 ) (6.3693 ) (16.5231 ) (15.8280 ) (0.3478 )

Change in net asset value from operations

(49.5101 ) (6.4797 ) (16.6151 ) (15.9828 ) (0.4761 )

Net asset value, at March 31, 2015

$ 75.9490 $ 45.6545 $ 34.1249 $ 45.6663 $ 55.9986

Market value per share, at December 31, 2014

$ 125.75 $ 51.44 $ 51.85 $ 63.12 $ 56.48

Market value per share, at March 31, 2015

$ 75.25 $ 46.80 $ 33.95 $ 45.56 $ 55.96
As of March 31, 2015 and December 31, 2014 (unaudited)

Shares outstanding

Ultra VIX
Short-Term
Futures ETF
Ultra
Bloomberg
Commodity
Ultra
Bloomberg
Crude Oil
Ultra
Bloomberg
Natural Gas
Ultra Yen

Shares outstanding, at March 31, 2015

9,134,020 50,004 29,439,834 1,342,485 100,004

Shares outstanding, at December 31, 2014

2,804,020 50,004 8,879,834 1,142,485 37,504
For the Three Months Ended March 31, 2015 (unaudited)

Net income (loss) per weighted-average share

Ultra VIX
Short-Term
Futures ETF
Ultra
Bloomberg
Commodity
Ultra
Bloomberg
Crude Oil
Ultra
Bloomberg
Natural Gas
Ultra Yen

Net income (loss) per weighted-average share

$ (44.65 ) $ (6.48 ) $ (9.74 ) $ (13.91 ) $ (1.64 )

Weighted-average shares outstanding

5,053,242 50,004 20,040,390 1,336,652 70,837

Pro forma information, giving retroactive effect to the reverse splits, is as follows:

For the Three Months Ended March 31, 2014 (unaudited)

Per Share Operating Performance

Ultra VIX
Short-Term
Futures ETF
Ultra
Bloomberg
Commodity
Ultra
Bloomberg
Crude Oil
Ultra
Bloomberg
Natural Gas
Ultra Yen

Net asset value, at December 31, 2013

$ 335.4203 $ 77.7259 $ 160.4495 $ 155.3534 $ 74.5261

Net investment income (loss)

(1.4595 ) (0.1855 ) (0.3562 ) (0.4732 ) (0.1712 )

Net realized and unrealized gain (loss)

$ (32.4784 ) $ 10.8849 13.0370 $ 25.6692 $ 2.8673

Change in net asset value from operations

$ (33.9379 ) $ 10.6994 12.6808 $ 25.1960 $ 2.6961

Net asset value, at March 31, 2014

$ 301.4824 $ 88.4253 $ 173.1303 $ 180.5494 $ 77.2222

Market value per share, at December 31, 2013

$ 335.60 $ 76.52 $ 161.10 $ 157.12 $ 74.44

Market value per share, at March 31, 2014

$ 299.55 $ 86.04 $ 172.80 $ 181.28 $ 77.16
For the Three Months Ended March 31, 2014 (unaudited)

Net income (loss) per weighted-average share

Ultra VIX
Short-Term
Futures ETF
Ultra
Bloomberg
Commodity
Ultra
Bloomberg
Crude Oil
Ultra
Bloomberg
Natural Gas
Ultra Yen

Net income (loss) per weighted-average share

$ (13.89 ) $ 10.70 $ 22.80 $ 74.42 $ 2.70

Weighted-average shares outstanding

742,920 37,504 936,056 248,458 37,504

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

This information should be read in conjunction with the financial statements and notes to the financial statements included with this Quarterly Report on Form 10-Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. None of the Trust, the Sponsor or the Trustee (as each term is defined below) assumes responsibility for the accuracy or completeness of any forward-looking statements. Except as expressly required by federal securities laws, none of the Trust, the Sponsor or the Trustee is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in expectations or predictions.

Introduction

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of March 31, 2015, the following twenty-two series of the Trust have commenced investment operations: (i) ProShares Managed Futures Strategy (the “Managed Futures Fund”); (ii) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”); (iii) ProShares Short VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares UltraShort Bloomberg Commodity, ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Bloomberg Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Australian Dollar, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); and (v) ProShares Short Euro (the “Short Euro Fund”). Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Fund. The Shares of each Fund are listed on the New York Stock Exchange Archipelago (“NYSE Arca”). The Leveraged Funds, the Short Euro Fund and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in this Quarterly Report on Form 10-Q. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in this Quarterly Report on Form 10-Q.

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

ProShare Capital Management LLC serves as the Trust’s Sponsor (the “Sponsor”) and commodity pool operator. Wilmington Trust Company serves as the Trustee of the Trust (the “Trustee”). The Funds are commodity pools, as defined under the CEA and the applicable regulations of the Commodity Futures Trading Commission (the “CFTC”) and are operated by the Sponsor, a commodity pool operator registered with the CFTC. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended.

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On May 1, 2015, the Trust announced a 1-for-4 reverse split of the Shares of beneficial interest of ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Natural Gas and ProShares Ultra Yen and a 1-for-5 reverse split of the Shares of beneficial interest of ProShares Ultra VIX Short-Term Futures ETF and ProShares Ultra Bloomberg Crude Oil. The reverse splits will be effective for shareholders of record after the close of the markets on May 19, 2015. All reverse splits will be effective at the market open on May 20, 2015, when the Funds will begin trading at their post-split price. The Shares outstanding and per Share information for ProShares Ultra VIX Short-Term Futures ETF, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Bloomberg Natural Gas and ProShares Ultra Yen disclosed in the financial statements and notes to the financial statements as well as in Management’s Discussion and Analysis of Financial Condition and Results of Operations have not been retroactively adjusted to give effect to the reverse splits. Refer to Note 9 Subsequent Events in the notes to the financial statements for the pro forma Shares outstanding and per Share information after giving retroactive effect for the reverse splits.

Groups of Funds are collectively referred to in this Quarterly Report on Form 10-Q in several different ways. References to “Short Funds,” “UltraShort Funds,” or “Ultra Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks. References to “Commodity Index Funds”, “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

Each of the Funds generally invests in Financial Instruments ( i.e. , instruments whose value is derived from the value of an underlying asset, rate or index, including futures contracts, swap agreements, forward contracts and other instruments) as a substitute for investing directly in commodities, currencies, or spot volatility products in order to gain exposure to its applicable commodity futures index, commodity, currency exchange rate or equity volatility index. Financial Instruments also are used to produce economically “inverse,” “inverse leveraged” or “leveraged” investment results for the Geared Funds.

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

Each Geared Fund seeks investment results for a single day only, not for longer periods. A “single day” is measured from the time a Fund calculates its respective net asset value per Share (“NAV”) to the time of the Fund’s next NAV calculation. This is different from most exchange-traded funds and means that the return of such Fund for a period longer than a single trading day will be the result of each day’s returns compounded over the period, which will very likely differ from -1x, -2x or 2x of the return of the index to which such Fund is benchmarked for that period. In periods of higher market volatility, the volatility of the benchmark may be at least as important to a Geared Fund’s return for the period as the return of the benchmark. Geared Funds are riskier than similarly benchmarked exchange-traded funds that are not geared. Accordingly, these Funds may not be suitable for all investors and should be used only by knowledgeable investors who understand the potential consequences of seeking daily leveraged, inverse or inverse leveraged investment results. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. The Geared VIX Funds do not seek to achieve their stated objective over a period greater than a single day. Each Matching VIX Fund seeks results (before fees and expenses), both over a single day and over time, that match the performance of the S&P 500 VIX Short-Term Futures Index (the “Short-Term VIX Index”) or the S&P 500 VIX Mid-Term Futures Index (the “Mid-Term VIX Index”) (each a “VIX Futures Index”). Each Geared VIX Fund seeks daily investment results (before fees and expenses) that correspond to a multiple or the inverse of the daily performance of the Short-Term VIX Index. Each VIX Fund intends to obtain exposure to its benchmark by investing primarily in futures contracts (“VIX futures contracts”) based on the Chicago Board Options Exchange (“CBOE”) Volatility Index (the “VIX”). The Managed Futures Fund seeks to provide investment results (before fees and expenses) that correspond to the performance of the S&P Strategic Futures Index (“SFI”). The Managed Futures Fund intends to obtain exposure to the SFI by primarily investing in unleveraged positions in commodity futures contracts as well as currency and U.S. Treasury futures contracts that are deemed to have sufficient liquidity.

ProShares UltraShort Bloomberg Commodity, ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Bloomberg Natural Gas, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Crude Oil and ProShares Ultra Bloomberg Natural Gas

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each have a benchmark that is an index designed to track the performance of commodity futures contracts, as applicable. The daily performance of these indexes and the corresponding Funds will likely be very different from the daily performance of the price of the related physical commodities.

Until March 19, 2015, the price of gold for each of ProShares Ultra Short Gold and ProShares Ultra Gold was the U.S. dollar price of gold bullion as measured by the London afternoon fixing price per troy ounce of unallocated gold bullion for delivery in London through a member of the LBMA, authorized to effect such delivery. On February 19, 2015, the LBMA, the company that ran the London gold fix, announced that, as of March 20, 2015, they would stop running the process. The LBMA selected ICE Benchmark Administration to calculate the price, which was renamed the LBMA Gold Price, based on an electronic, physically settled auction-based methodology effective March 20, 2015. The LBMA Gold Price is determined each trading day at 3:00 p.m. London time, providing a reference gold price for that day’s trading.

Each Geared Fund and the Managed Futures Fund continuously offers and redeems its Shares in blocks of 50,000 Shares and each Matching VIX Fund continuously offers and redeems its Shares in blocks of 25,000 Shares (each such block a “Creation Unit”). Only Authorized Participants may purchase and redeem Shares from a Fund and then only in Creation Units. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement with one or more of the Funds. Shares of the Funds are offered to Authorized Participants in Creation Units at each Fund’s respective NAV. Authorized Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a per-Share market price that varies depending on, among other factors, the trading price of the Shares of each Fund on the NYSE Arca, the NAV and the supply of and demand for the Shares at the time of the offer. Shares from the same Creation Unit may be offered at different times and may have different offering prices based upon the above factors. The form of Authorized Participant Agreement and related Authorized Participant Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants do not receive from any Fund, the Sponsor, or any of their affiliates, any underwriting fees or compensation in connection with their sale of Shares to the public.

Liquidity and Capital Resources

In order to collateralize derivatives positions in indices, commodities or currencies, a significant portion of the net assets of each Fund is held in cash and/or U.S. Treasury securities, agency securities, or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. dollars or the applicable foreign currency with respect to a Currency Fund). A portion of these investments may be posted as collateral in connection with swap agreements and each Fund’s trading in futures and forward contracts. The percentage that U.S. Treasury bills and other short-term fixed-income securities bear to the shareholders’ equity of each Fund varies from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the three months ended March 31, 2015 and 2014 each of the Funds earned interest income as follows:

Interest Income
Three Months Ended
March 31, 2015
Interest Income
Three Months Ended
March 31, 2014

ProShares Managed Futures Strategy

$ $

ProShares VIX Short-Term Futures ETF

9,907 23,668

ProShares VIX Mid-Term Futures ETF

2,714 5,328

ProShares Short VIX Short-Term Futures ETF

29,929 24,205

ProShares Ultra VIX Short-Term Futures ETF

32,459 21,276

ProShares UltraShort Bloomberg Commodity

528 308

ProShares UltraShort Bloomberg Crude Oil

20,512 36,973

ProShares UltraShort Bloomberg Natural Gas

985 6,683

ProShares UltraShort Gold

8,196 15,195

ProShares UltraShort Silver

6,143 12,957

ProShares Short Euro

1,380 1,046

ProShares UltraShort Australian Dollar

1,107 3,864

ProShares UltraShort Euro

67,590 69,357

ProShares UltraShort Yen

45,048 78,224

ProShares Ultra Bloomberg Commodity

254 332

ProShares Ultra Bloomberg Crude Oil

76,242 21,701

ProShares Ultra Bloomberg Natural Gas

5,642 6,273

ProShares Ultra Gold

12,738 13,828

ProShares Ultra Silver

38,246 62,602

ProShares Ultra Australian Dollar

226 558

ProShares Ultra Euro

534 378

ProShares Ultra Yen

291 435

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Each Fund’s underlying swaps, futures, forward contracts and foreign currency forward contracts, as applicable, may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, swaps and forward contracts are not traded on an exchange, do not have uniform terms and conditions, and in general are not transferable without the consent of the counterparty. In the case of futures contracts, commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no futures trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, positions in such futures contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Such market conditions could prevent a Fund from promptly liquidating its futures positions.

Entry into swap agreements or forward contracts may further impact liquidity because these contractual agreements are executed “off-exchange” between private parties and, therefore, the time required to offset or “unwind” these positions may be greater than that for exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

The large size of the positions in which a Fund may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Investments related to one benchmark, which in many cases is highly concentrated.

Because each Fund may enter into swaps and may trade futures and forward contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk).

Market Risk

Trading in derivatives contracts involves each Fund entering into contractual commitments to purchase or sell a commodity, currency or spot volatility product underlying the Fund’s benchmark at a specified date and price, should it hold such derivatives contract into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, currency or spot volatility product, it would be required to make delivery of that commodity, currency or spot volatility product at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity, currency or spot volatility product can rise is unlimited, entering into commitments to sell commodities, currencies or spot volatility products would expose a Fund to theoretically unlimited risk.

For more information, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on Form 10-Q.

Credit Risk

When a Fund enters into swap agreements, futures contracts or forward contracts, the Fund is exposed to credit risk that the counterparty to the contract will not meet its obligations.

The counterparty for futures contracts traded on United States and most foreign futures exchanges as well as certain swaps is the clearing house associated with the particular exchange. In general, clearing houses are backed by their corporate members who may be

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required to share in the financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearing house is not backed by the clearing members ( i.e ., some foreign exchanges, which may become applicable in the future), it may be backed by a consortium of banks or other financial institutions.

Certain swap and forward agreements are contracted for directly with counterparties. There can be no assurance that any counterparty, clearing member or clearing house will meet its obligations to a Fund.

Swap agreements do not generally involve the delivery of underlying assets either at the outset of a transaction or upon settlement. Accordingly, if the counterparty to an uncleared swap agreement defaults, the Fund’s risk of loss typically consists of the net amount of payments that the Fund is contractually entitled to receive, if any. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovery collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Forward agreements do not involve the delivery of assets at the onset of a transaction, but may be settled physically in the underlying asset if such contracts are held to expiration, particularly in the case of currency forwards. Thus, prior to settlement, if the counterparty to a forward contract defaults, a Fund’s risk of loss will generally consist of the net amount of payments that the Fund is contractually entitled to receive, if any. However, if physically settled forwards are held until expiration (presently, there is no plan to do this), at the time of settlement, a Fund may be at risk for the full notional value of the forward contracts depending on the type of settlement procedures used.

The Sponsor attempts to minimize certain of these market and credit risks by normally:

executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;

limiting the outstanding amounts due from counterparties to the Funds;

not posting margin directly with a counterparty;

requiring that the counterparty posts collateral in amounts approximately equal to that owed to the Funds, as marked to market daily, subject to certain minimum thresholds;

limiting the amount of margin or premium posted at a futures commission merchant (“FCM”); and

ensuring that deliverable contracts are not held to such a date when delivery of the underlying asset could be called for.

Off-Balance Sheet Arrangements and Contractual Obligations

As of May 11, 2015, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate off-balance sheet financing arrangements and have no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Funds. While each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Fund’s financial position.

Management fee payments made to the Sponsor are calculated as a fixed percentage of each Fund’s NAV. As such, the Sponsor cannot anticipate the amount of payments that will be required under these arrangements for future periods as NAVs are not known until a future date. The agreement with the Sponsor may be terminated by either party upon 30 days written notice to the other party.

Critical Accounting Policies

The Trust’s and the Funds’ critical accounting policies are as follows:

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Trust’s and the Funds’ application of these policies involves judgments and actual results may differ from the estimates used.

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Each Fund has significant exposure to Financial Instruments. The Funds hold a significant portion of their assets in swaps, futures, forward contracts or foreign currency forward contracts, all of which are recorded on a trade date basis and at fair value in the financial statements, with changes in fair value reported in the Statements of Operations.

The use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Trust’s and the Funds’ financial statements. The fair value of a Financial Instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

For financial reporting purposes, the Leveraged Funds, the Short Euro Fund and the VIX Funds value transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain Leveraged Funds’, the Short Euro Fund’s and VIX Funds’ final creation/redemption NAV for the three months ended March 31, 2015.

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 contracts, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are valued at last settled price. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards.

Fair value pricing may require subjective determinations about the value of an investment. While each Leveraged and VIX Fund’s policy is intended to result in a calculation of the Leveraged or the VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, the Leveraged and the VIX Funds cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the Leveraged or the VIX Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by the Leveraged or the VIX Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. See Note 2 in Item 1 of this Quarterly Report on Form 10-Q for further information.

Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Realized gains (losses) and changes in unrealized gain (loss) on open positions are determined on a specific identification basis and recognized in the Statements of Operations in the period in which the contract is closed or the changes occur, respectively.

Each Fund pays its respective brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis. For the three months ended March 31, 2014, the Sponsor paid brokerage commissions on VIX futures contracts for the Matching VIX Funds. On July 31, 2014, the Sponsor began paying, and is currently paying, brokerage commissions on VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

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Results of Operations for the Three Months Ended March 31, 2015 Compared to the Three Months Ended March 31, 2014

ProShares Managed Futures Strategy

Since the Fund commenced investment operations on October 1, 2014, comparisons of the Fund’s results of operations for the three months ended March 31, 2014 have not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015:

Three Months Ended
March 31, 2015

NAV beginning of period

$ 6,340,845

NAV end of period

$ 8,587,555

Percentage change in NAV

35.4 %

Shares outstanding beginning of period

300,010

Shares outstanding end of period

400,010

Percentage change in shares outstanding

33.3 %

Shares created

200,000

Shares redeemed

100,000

Per share NAV beginning of period

$ 21.14

Per share NAV end of period

$ 21.47

Percentage change in per share NAV

1.6 %

Percentage change in benchmark

1.6 %

Benchmark annualized volatility

6.2 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 300,010 outstanding Shares at December 31, 2014 to 400,010 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P Strategic Futures Index.

For the three months ended March 31, 2015, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 29, 2015 at $21.88 per Share and reached its low for the period on January 2, 2015 at $21.25 per Share.

The benchmark’s rise of 1.6% for the three months ended March 31, 2015, can be attributed to an appreciation in value of the futures contracts that make up the S&P Strategic Futures Index during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015:

Three Months Ended
March 31, 2015

Net investment income (loss)

$ (16,021 )

Management fee

Brokerage commission

1,334

Offering costs

16,221

Limitation by Sponsor

(1,534 )

Reduction to Limitation by Sponsor

Net realized gain (loss)

119,252

Change in net unrealized appreciation/depreciation

(21,094 )

Net income (loss)

$ 82,137

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ProShares VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 111,459,325 $ 270,398,554

NAV end of period

$ 149,487,509 $ 117,732,469

Percentage change in NAV

34.1 % (56.5 )%

Shares outstanding beginning of period

5,324,812 9,474,812

Shares outstanding end of period

8,749,812 4,174,812

Percentage change in shares outstanding

64.3 % (55.9 )%

Shares created

4,575,000 1,475,000

Shares redeemed

1,150,000 6,775,000

Per share NAV beginning of period

$ 20.93 $ 28.54

Per share NAV end of period

$ 17.08 $ 28.20

Percentage change in per share NAV

(18.4 )% (1.2 )%

Percentage change in benchmark

(18.2 )% (0.6 )%

Benchmark annualized volatility

64.4 % 60.8 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 5,324,812 outstanding Shares at December 31, 2014 to 8,749,812 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV also resulted in part from a decrease from 9,474,812 outstanding Shares at December 31, 2013 to 4,174,812 outstanding Shares at March 31, 2014.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 18.4% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 1.2% for the three months ended March 31, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 15, 2015 at $24.15 per Share and reached its low for the period on March 30, 2015 at $16.61 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 5, 2014 at $36.25 per Share and reached its low for the period on January 22, 2014 at $26.66 per Share.

The benchmark’s decline of 18.2% for the three months ended March 31, 2015, as compared to the benchmark’s decline of 0.6% for the three months ended March 31, 2014, can be attributed to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (274,472 ) $ (353,797 )

Management fee

243,400 377,465

Brokerage commission

40,979

Net realized gain (loss)

(8,976,176 ) 15,786,313

Change in net unrealized appreciation/depreciation

(11,371,875 ) 11,621,137

Net income (loss)

$ (20,622,523 ) $ 27,053,653

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The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2015.

ProShares VIX Mid-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 21,459,575 $ 51,134,323

NAV end of period

$ 28,379,030 $ 57,792,817

Percentage change in NAV

32.2 % 13.0 %

Shares outstanding beginning of period

337,404 662,501

Shares outstanding end of period

462,404 781,251

Percentage change in shares outstanding

37.0 % 17.9 %

Shares created

200,000 275,000

Shares redeemed

75,000 156,250

Per share NAV beginning of period

$ 63.60 $ 77.18

Per share NAV end of period

$ 61.37 $ 73.97

Percentage change in per share NAV

(3.5 )% (4.2 )%

Percentage change in benchmark

(3.3 )% (3.9 )%

Benchmark annualized volatility

34.5 % 27.3 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 337,404 outstanding Shares at December 31, 2014 to 462,404 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 662,501 outstanding Shares at December 31, 2013 to 781,251 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 3.5% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 4.2% for the three months ended March 31, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 28, 2015 at $68.56 per Share and reached its low for the period on March 5, 2015 at $59.47 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 5, 2014 at $85.56 per Share and reached its low for the period on February 18, 2014 at $73.43 per Share.

The benchmark’s decline of 3.3% for the three months ended March 31, 2015, as compared to the benchmark’s decline of 3.9% for the three months ended March 31, 2014, can be attributed to a lesser decline in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (63,559 ) $ (110,008 )

Management fee

58,236 115,336

Brokerage commission

8,037

Net realized gain (loss)

127,909 (5,397,419 )

Change in net unrealized appreciation/depreciation

(761,622 ) 2,889,947

Net income (loss)

$ (697,272 ) $ (2,617,480 )

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The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a lesser decline in the prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended March 31, 2015.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split for the ProShares VIX Mid-Term Futures ETF.

ProShares Short VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 506,556,124 $ 141,751,202

NAV end of period

$ 280,850,972 $ 213,416,566

Percentage change in NAV

(44.6 )% 50.6 %

Shares outstanding beginning of period

8,250,040 2,100,040

Shares outstanding end of period

4,150,040 3,450,040

Percentage change in shares outstanding

(49.7 )% 64.3 %

Shares created

2,150,000 2,850,000

Shares redeemed

6,250,000 1,500,000

Per share NAV beginning of period

$ 61.40 $ 67.50

Per share NAV end of period

$ 67.67 $ 61.86

Percentage change in per share NAV

10.2 % (8.4 )%

Percentage change in benchmark

(18.2 )% (0.6 )%

Benchmark annualized volatility

64.4 % 60.8 %

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from a decrease from 8,250,040 outstanding Shares at December 31, 2014 to 4,150,040 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 2,100,040 outstanding Shares at December 31, 2013 to 3,450,040 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 10.2% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 8.4% for the three months ended March 31, 2014, was primarily due to appreciation in the value of the assets of the fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 30, 2015 at $69.69 per Share and reached its low for the period on January 30, 2015 at $50.15 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 22, 2014 at $71.82 per Share and reached its low for the period on February 5, 2014 at $50.78 per Share.

The benchmark’s decline of 18.2% for the three months ended March 31, 2015, as compared to the benchmark’s decline of 0.6% for the three months ended March 31, 2014, can be attributed to a greater decline in the prices of the near-term futures contracts on the VIX Futures curve during the three months ended March 31, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (1,492,492 ) $ (771,039 )

Management fee

1,039,580 503,918

Brokerage commission

482,841 291,326

Net realized gain (loss)

23,834,554 2,734,250

Change in net unrealized appreciation/depreciation

23,344,651 (32,247 )

Net income (loss)

$ 45,686,713 $ 1,930,964

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2015.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split for the ProShares Short VIX Short-Term Futures ETF.

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 351,789,953 $ 226,233,584

NAV end of period

$ 693,720,084 $ 317,768,440

Percentage change in NAV

97.2 % 40.5 %

Shares outstanding beginning of period

14,020,099 3,372,389

Shares outstanding end of period

45,670,099 5,270,099

Percentage change in shares outstanding

225.7 % 56.3 %

Shares created

48,150,000 4,775,000

Shares redeemed

16,500,000 2,877,290

Per share NAV beginning of period

$ 25.09 $ 67.08

Per share NAV end of period

$ 15.19 $ 60.30

Percentage change in per share NAV

(39.5 )% (10.1 )%

Percentage change in benchmark

(18.2 )% (0.6 )%

Benchmark annualized volatility

64.4 % 60.8 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 14,020,099 outstanding Shares at December 31, 2014 to 45,670,099 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 3,372,389 outstanding Shares at December 31, 2013 to 5,270,099 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 39.5% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 10.1% for the three months ended March 31, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 15, 2015 at $32.86 per Share and reached its low for the period on March 30, 2015 at $14.36 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 5, 2014 at $104.52 per Share and reached its low for the period on January 22, 2014 at $58.37 per Share.

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The benchmark’s decline of 18.2% for the three months ended March 31, 2015, as compared to the benchmark’s decline of 0.6% for the three months ended March 31, 2014, can be attributed to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (2,049,613 ) $ (1,084,303 )

Management fee

1,178,762 586,132

Brokerage commission

903,310 519,447

Net realized gain (loss)

(135,089,154 ) (3,547,218 )

Change in net unrealized appreciation/depreciation

(88,510,934 ) (5,689,374 )

Net income (loss)

$ (225,649,701 ) $ (10,320,895 )

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2015.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra VIX Short-Term Futures ETF.

ProShares UltraShort Bloomberg Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 5,264,706 $ 3,797,427

NAV end of period

$ 5,818,363 $ 3,283,730

Percentage change in NAV

10.5 % (13.5 )%

Shares outstanding beginning of period

59,997 59,997

Shares outstanding end of period

59,997 59,997

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 87.75 $ 63.29

Per share NAV end of period

$ 96.98 $ 54.73

Percentage change in per share NAV

10.5 % (13.5 )%

Percentage change in benchmark

(5.9 )% 7.0 %

Benchmark annualized volatility

16.2 % 9.8 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2014 to March 31, 2015. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2013 to March 31, 2014.

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For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 10.5% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 13.5% for the three months ended March 31, 2014, was primarily due to appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 17, 2015 at $99.65 per Share and reached its low for the period on February 13, 2015 at $86.25 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 9, 2014 at $66.81 per Share and reached its low for the period on March 6, 2014 at $53.06 per Share.

The benchmark’s decline of 5.9% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 7.0% for the three months ended March 31, 2014, can be attributed to depreciation of the underlying components of the index during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (12,318 ) $ (7,991 )

Management fee

12,846 8,299

Net realized gain (loss)

856,549 (635,695 )

Change in net unrealized appreciation/depreciation

(290,574 ) 129,989

Net income (loss)

$ 553,657 $ (513,697 )

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the Fund’s benchmark index during the three months ended March 31, 2015.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 169,210,110 $ 256,060,149

NAV end of period

$ 370,337,005 $ 318,170,803

Percentage change in NAV

118.9 % 24.3 %

Shares outstanding beginning of period

2,169,944 8,069,944

Shares outstanding end of period

4,269,944 11,169,944

Percentage change in shares outstanding

96.8 % 38.4 %

Shares created

4,600,000 7,700,000

Shares redeemed

2,500,000 4,600,000

Per share NAV beginning of period

$ 77.98 $ 31.73

Per share NAV end of period

$ 86.73 $ 28.48

Percentage change in per share NAV

11.2 % (10.2 )%

Percentage change in benchmark

(14.9 )% 4.4 %

Benchmark annualized volatility

54.4 % 16.6 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 2,169,944 outstanding Shares at December 31, 2014 to 4,269,944 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex SM . By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 8,069,944 outstanding Shares at December 31, 2013 to 11,169,944 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex SM .

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For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 11.2% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 10.2% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 28, 2015 at $106.79 per Share and reached its low for the period on February 17, 2015 at $67.86 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 9, 2014 at $36.34 per Share and reached its low for the period on March 3, 2014 at $27.23 per Share.

The benchmark’s decline of 14.9% for the three months ended March 31, 2015, as compared to the rise of 4.4% for the three months ended March 31, 2014, can be attributed to a decrease in the price of WTI Crude Oil during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (627,608 ) $ (599,273 )

Management fee

603,835 623,553

Brokerage commission

44,285 12,693

Net realized gain (loss)

44,657,756 (12,272,712 )

Change in net unrealized appreciation/depreciation

1,432,787 (3,393,450 )

Net income (loss)

$ 45,462,935 $ (16,265,435 )

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of WTI Crude Oil during the three months ended March 31, 2015.

ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 14,688,564 $ 22,734,767

NAV end of period

$ 10,931,570 $ 73,544,544

Percentage change in NAV

(25.6 )% 223.5 %

Shares outstanding beginning of period

174,952 324,952

Shares outstanding end of period

124,952 1,674,952

Percentage change in shares outstanding

(28.6 )% 415.4 %

Shares created

150,000 2,100,000

Shares redeemed

200,000 750,000

Per share NAV beginning of period

$ 83.96 $ 69.96

Per share NAV end of period

$ 87.49 $ 43.91

Percentage change in per share NAV

4.2 % (37.2 )%

Percentage change in benchmark

(11.0 )% 12.0 %

Benchmark annualized volatility

51.0 % 56.7 %

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from a decrease from 174,952 outstanding Shares at December 31, 2014 to 124,952 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg Natural Gas Subindex SM . By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 324,952 outstanding Shares at December 31, 2013 to 1,674,952 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg Natural Gas Subindex SM .

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For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 4.2% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 37.2% for the three months ended March 31, 2014, was primarily due to appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on February 6, 2015 at $93.69 per Share and reached its low for the period on January 14, 2015 at $64.60 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 9, 2014 at $76.82 per Share and reached its low for the period on February 4, 2014 at $36.07 per Share.

The benchmark’s decline of 11.0% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 12.0% for the three months ended March 31, 2014, can be attributed to a decrease in the price of Henry Hub Natural Gas during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (41,587 ) $ (155,585 )

Management fee

28,373 131,806

Brokerage commission

14,199 30,462

Net realized gain (loss)

5,179,716 (9,212,982 )

Change in net unrealized appreciation/depreciation

(3,081,900 ) 3,439,263

Net income (loss)

$ 2,056,229 $ (5,929,304 )

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of Henry Hub Natural Gas during the three months ended March 31, 2015.

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 81,861,762 $ 139,436,456

NAV end of period

$ 77,960,614 $ 114,517,274

Percentage change in NAV

(4.8 )% (17.9 )%

Shares outstanding beginning of period

846,978 1,346,978

Shares outstanding end of period

796,978 1,296,978

Percentage change in shares outstanding

(5.9 )% (3.7 )%

Shares created

100,000 300,000

Shares redeemed

150,000 350,000

Per share NAV beginning of period

$ 96.65 $ 103.52

Per share NAV end of period

$ 97.82 $ 88.30

Percentage change in per share NAV

1.2 % (14.7 )%

Percentage change in benchmark

(1.6 )% 7.2 %

Benchmark annualized volatility

14.9 % 14.4 %

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from a decrease from 846,978 outstanding Shares at December 31, 2014 to 796,978 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV was offset by the

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cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price . By comparison, during the three months ended three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,346,978 outstanding Shares at December 31, 2013 to 1,296,978 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. dollar p.m. fixing price for delivery in London.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 1.2% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 14.7% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 18, 2015 at $104.99 per Share and reached its low for the period on January 22, 2015 at $83.07 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 8, 2014 at $100.49 per Share and reached its low for the period on March 14, 2014 at $77.10 per Share.

The benchmark’s decline of 1.6% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 7.2% for the three months ended March 31, 2014, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (185,696 ) $ (250,373 )

Management fee

193,876 265,552

Brokerage commission

16 16

Net realized gain (loss)

1,917,930 (22,148,192 )

Change in net unrealized appreciation/depreciation

697,941 2,904,578

Net income (loss)

$ 2,430,175 $ (19,493,987 )

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the three months ended March 31, 2015.

On March 19, 2015, the company that ran the London U.S. dollar gold fixing ceased calculating the price of gold for the LBMA. The LBMA selected ICE Benchmark Administration to calculate the price, which was renamed the LBMA Gold Price, and is based on an electronic, physically settled auction-based methodology, beginning on March 20, 2015.

ProShares UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 53,007,867 $ 112,989,686

NAV end of period

$ 56,504,499 $ 71,024,281

Percentage change in NAV

6.6 % (37.1 )%

Shares outstanding beginning of period

458,489 1,258,489

Shares outstanding end of period

558,489 858,489

Percentage change in shares outstanding

21.8 % (31.8 )%

Shares created

250,000 550,000

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Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Shares redeemed

150,000 950,000

Per share NAV beginning of period

$ 115.61 $ 89.78

Per share NAV end of period

$ 101.17 $ 82.73

Percentage change in per share NAV

(12.5 )% (7.9 )%

Percentage change in benchmark

3.9 % 2.4 %

Benchmark annualized volatility

27.5 % 21.4 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 458,489 outstanding shares at December 31, 2014 to 558,489 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the London Silver Price . By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,258,489 outstanding Shares at December 31, 2013 to 858,489 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. dollar fixing price for delivery in London.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 12.5% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 7.9% for the three months ended March 31, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 2, 2015 at $119.37 per Share and reached its low for the period on January 23, 2015 at $86.79 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 3, 2014 at $91.17 per Share and reached its low for the period on February 24, 2014 at $68.80 per Share.

The benchmark’s rise of 3.9% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 2.4% for the three months ended March 31, 2014, can be attributed to a greater increase in the price of spot silver in U.S. dollar terms during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (118,220 ) $ (191,211 )

Management fee

124,355 204,160

Brokerage commission

8 8

Net realized gain (loss)

(1,361,863 ) (12,612,864 )

Change in net unrealized appreciation/depreciation

(4,329,334 ) 9,961,049

Net income (loss)

$ (5,809,417 ) $ (2,843,026 )

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a greater increase in the price of spot silver in U.S. dollar terms during the three months ended March 31, 2015.

On August 14, 2014, the company that ran the London U.S. dollar silver fixing ceased calculating the price of silver for the LBMA. The LBMA selected the CME Group and Thomson Reuters to calculate the price, which was renamed the London Silver Price, beginning August 15, 2014.

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ProShares Short Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 14,021,804 $ 8,896,842

NAV end of period

$ 20,184,003 $ 7,102,270

Percentage change in NAV

43.9 % (20.2 )%

Shares outstanding beginning of period

350,005 250,005

Shares outstanding end of period

450,005 200,005

Percentage change in shares outstanding

28.6 % (20.0 )%

Shares created

100,000

Shares redeemed

50,000

Per share NAV beginning of period

$ 40.06 $ 35.59

Per share NAV end of period

$ 44.85 $ 35.51

Percentage change in per share NAV

12.0 % (0.2 )%

Percentage change in benchmark

(11.2 )% 0.1 %

Benchmark annualized volatility

13.6 % 6.0 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 350,005 outstanding shares at December 31, 2014 to 450,005 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 250,005 outstanding Shares at December 31, 2013 to 200,005 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 12.0% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 0.2% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 13, 2015 at $46.07 per Share and reached its low for the period on January 2, 2015 at $40.37 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 31, 2014 at $36.34 per Share and reached its low for the period on March 18, 2014 at $35.13 per Share.

The benchmark’s decline of 11.2% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 0.1% for the three months ended March 31, 2014, can be attributed to a decline in the value of the euro versus the U.S. dollar during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (38,347 ) $ (16,599 )

Management fee

38,859 17,406

Brokerage commission

868 239

Net realized gain (loss)

2,057,094 (66,330 )

Change in net unrealized appreciation/depreciation

(275,379 ) 80,941

Net income (loss)

$ 1,743,368 $ (1,988 )

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The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the value of the euro versus the U.S. dollar during the three months ended March 31, 2015.

ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 23,120,790 $ 27,983,279

NAV end of period

$ 20,104,935 $ 21,165,734

Percentage change in NAV

(13.0 )% (24.4 )%

Shares outstanding beginning of period

450,005 600,005

Shares outstanding end of period

350,005 500,005

Percentage change in shares outstanding

(22.2 )% (16.7 )%

Shares created

50,000

Shares redeemed

150,000 100,000

Per share NAV beginning of period

$ 51.38 $ 46.64

Per share NAV end of period

$ 57.44 $ 42.33

Percentage change in per share NAV

11.8 % (9.2 )%

Percentage change in benchmark

(6.7 )% 3.8 %

Benchmark annualized volatility

13.0 % 9.4 %

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from a decrease from 450,005 outstanding Shares at December 31, 2014 to 350,005 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 600,005 outstanding Shares at December 31, 2013 to 500,005 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 11.8% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 9.2% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 11, 2015 at $58.71 per Share and reached its low for the period on January 16, 2015, 2015 at $50.32 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 24, 2014 at $48.83 per Share and reached its low for the period on March 31, 2014 at $42.33 per Share.

The benchmark’s decline of 6.7% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 3.8% for the three months ended March 31, 2014, can be attributed to a decline in the value of the Australian dollar versus the U.S. dollar during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (55,714 ) $ (59,178 )

Management fee

52,824 59,260

Brokerage commission

3,997 3,782

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Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net realized gain (loss)

2,979,889 (78,205 )

Change in net unrealized appreciation/depreciation

(323,522 ) (2,139,899 )

Net income (loss)

$ 2,600,653 $ (2,277,282 )

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the value of the Australian dollar versus the U.S. dollar during the three months ended March 31, 2015.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 517,191,349 $ 418,001,115

NAV end of period

$ 619,839,556 $ 410,466,058

Percentage change in NAV

19.8 % (1.8 )%

Shares outstanding beginning of period

23,950,014 24,500,014

Shares outstanding end of period

23,000,014 24,250,014

Percentage change in shares outstanding

(4.0 )% (1.0 )%

Shares created

5,500,000 200,000

Shares redeemed

6,450,000 450,000

Per share NAV beginning of period

$ 21.59 $ 17.06

Per share NAV end of period

$ 26.95 $ 16.93

Percentage change in per share NAV

24.8 % (0.8 )%

Percentage change in benchmark

(11.2 )% 0.1 %

Benchmark annualized volatility

13.6 % 6.0 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the euro versus the U.S. dollar. The increase in the Fund’s NAV was partially offset by a decrease from 23,950,014 outstanding Shares at December 31, 2014 to 23,000,014 outstanding Shares at March 31, 2015. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 24,500,014 outstanding Shares at December 31, 2013 to 24,250,014 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 24.8% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 0.8% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 13, 2015 at $28.50 per Share and reached its low for the period on January 2, 2015 at $21.94 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 31, 2014 at $17.71 per Share and reached its low for the period on March 18, 2014 at $16.56 per Share.

The benchmark’s decline of 11.2% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 0.1% for the three months ended March 31, 2014, can be attributed to a decline in the value of the euro versus the U.S. dollar during the three months ended March 31, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (1,189,555 ) $ (901,399 )

Management fee

1,257,145 970,756

Net realized gain (loss)

107,528,339 (12,180,103 )

Change in net unrealized appreciation/depreciation

6,631,469 10,013,710

Net income (loss)

$ 112,970,253 $ (3,067,792 )

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the value of the euro versus the U.S. dollar for the three months ended March 31, 2015.

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 531,471,873 $ 588,121,516

NAV end of period

$ 440,362,007 $ 405,650,586

Percentage change in NAV

(17.1 )% (31.0 )%

Shares outstanding beginning of period

5,949,294 8,299,294

Shares outstanding end of period

4,949,294 5,999,294

Percentage change in shares outstanding

(16.8 )% (27.7 )%

Shares created

650,000 150,000

Shares redeemed

1,650,000 2,450,000

Per share NAV beginning of period

$ 89.33 $ 70.86

Per share NAV end of period

$ 88.97 $ 67.62

Percentage change in per share NAV

(0.4 )% (4.6 )%

Percentage change in benchmark

(0.1 )% 2.0 %

Benchmark annualized volatility

8.6 % 8.2 %

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,949,294 outstanding Shares at December 31, 2014 to 4,949,294 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 8,299,294 outstanding Shares at December 31, 2013 to 5,999,294 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese yen versus the U.S. dollar.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 0.4% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 4.6% for the three months ended March 31, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 13, 2015 at $91.29 per Share and reached its low for the period on January 15, 2015 at $84.11 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 3, 2014 at $70.17 per Share and reached its low for the period on February 3, 2014 at $64.95 per Share.

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The benchmark’s decline of 0.1% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 2.0% for the three months ended March 31, 2014, can be attributed to a decline in the value of the Japanese yen versus the U.S. dollar during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (1,116,544 ) $ (950,309 )

Management fee

1,161,592 1,028,533

Net realized gain (loss)

(5,105,291 ) (94,384 )

Change in net unrealized appreciation/depreciation

2,237,926 (24,542,413 )

Net income (loss)

$ (3,983,909 ) $ (25,587,106 )

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a relative decline in the value of the Japanese yen versus the U.S. dollar in conjunction with share transactions during the three months ended March 31, 2015.

ProShares Ultra Bloomberg Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 2,606,920 $ 2,915,034

NAV end of period

$ 2,282,908 $ 3,316,304

Percentage change in NAV

(12.4 )% 13.8 %

Shares outstanding beginning of period

200,014 150,014

Shares outstanding end of period

200,014 150,014

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 13.03 $ 19.43

Per share NAV end of period

$ 11.41 $ 22.11

Percentage change in per share NAV

(12.4 )% 13.8 %

Percentage change in benchmark

(5.9 )% 7.0 %

Benchmark annualized volatility

16.2 % 9.8 %

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2014 to March 31, 2015. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2013 to March 31, 2014.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 12.4% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 13.8% for the three months ended March 31, 2014, was due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on February 13, 2015 at $12.99 per Share and reached its low for the period on March 17, 2015 at $11.16 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 6, 2014 at $22.88 per Share and reached its low for the period on January 9, 2014 at $18.38 per Share.

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The benchmark’s decline of 5.9% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 7.0% for the three months ended March 31, 2014, can be attributed to a depreciation of the underlying components of the index during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (5,519 ) $ (6,957 )

Management fee

5,773 7,289

Net realized gain (loss)

(520,445 ) 537,342

Change in net unrealized appreciation/depreciation

201,952 (129,115 )

Net income (loss)

$ (324,012 ) $ 401,270

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the Fund’s benchmark index during the three months ended March 31, 2015.

ProShares Ultra Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 450,562,988 $ 142,773,429

NAV end of period

$ 1,004,631,028 $ 102,118,128

Percentage change in NAV

123.0 % (28.5 )%

Shares outstanding beginning of period

44,399,170 4,449,170

Shares outstanding end of period

147,199,170 2,949,170

Percentage change in shares outstanding

231.5 % (33.7 )%

Shares created

136,250,000 4,350,000

Shares redeemed

33,450,000 5,850,000

Per share NAV beginning of period

$ 10.15 $ 32.09

Per share NAV end of period

$ 6.82 $ 34.63

Percentage change in per share NAV

(32.8 )% 7.9 %

Percentage change in benchmark

(14.9 )% 4.4 %

Benchmark annualized volatility

54.4 % 16.6 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 44,399,170 outstanding Shares at December 31, 2014 to 147,199,170 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg WTI Crude Oil Subindex SM . By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,449,170 outstanding Shares at December 31, 2013 to 2,949,170 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg WTI Crude Oil Subindex SM .

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 32.8% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 7.9% for the three months ended March 31, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 2, 2015 at $9.92 per Share and reached its low for the period on March 17, 2015 at $6.21 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 3, 2014 at $36.55 per Share and reached its low for the period on January 9, 2014 at $27.85 per Share.

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The benchmark’s decline of 14.9% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 4.4% for the three months ended March 31, 2014, can be attributed to a decrease in the price of WTI Crude Oil during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (1,844,712 ) $ (333,392 )

Management fee

1,843,701 345,942

Brokerage commission

77,253 9,151

Net realized gain (loss)

(173,638,923 ) 21,200,055

Change in net unrealized appreciation/depreciation

(19,680,648 ) 476,147

Net income (loss)

$ (195,164,283 ) $ 21,342,810

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of WTI Crude Oil during the three months ended March 31, 2015.

ProShares Ultra Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 70,433,207 $ 62,915,779

NAV end of period

$ 61,306,293 $ 21,211,850

Percentage change in NAV

(13.0 )% (66.3 )%

Shares outstanding beginning of period

4,569,941 1,619,941

Shares outstanding end of period

5,369,941 469,941

Percentage change in shares outstanding

17.5 % (71.0 )%

Shares created

2,050,000 200,000

Shares redeemed

1,250,000 1,350,000

Per share NAV beginning of period

$ 15.41 $ 38.84

Per share NAV end of period

$ 11.42 $ 45.14

Percentage change in per share NAV

(25.9 )% 16.2 %

Percentage change in benchmark

(11.0 )% 12.0 %

Benchmark annualized volatility

51.0 % 56.7 %

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg Natural Gas Subindex SM . The decrease of the Fund’s NAV was offset by an increase from 4,569,941 outstanding Shares at December 31, 2014 to 5,369,941 outstanding Shares at March 31, 2015. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted from a decrease from 1,619,941 outstanding Shares at December 31, 2013 to 469,941 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg Natural Gas Subindex SM .

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 25.9% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 16.2% for the three months ended March 31, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

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During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 14, 2015 at $18.58 per Share and reached its low for the period on March 27, 2015 at $11.41 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 29, 2014 at $63.78 per Share and reached its low for the period on January 9, 2014 at $34.90 per Share.

The benchmark’s decline of 11.0% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 12.0% for the three months ended March 31, 2014, can be attributed to a decrease in the price of Henry Hub Natural Gas during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (206,884 ) $ (117,562 )

Management fee

172,808 105,844

Brokerage commission

39,718 17,991

Net realized gain (loss)

(45,832,509 ) 16,806,082

Change in net unrealized appreciation/depreciation

27,450,969 1,802,726

Net income (loss)

$ (18,588,424 ) $ 18,491,246

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of Henry Hub Natural Gas during the three months ended March 31, 2015.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 102,003,345 $ 132,017,405

NAV end of period

$ 95,949,460 $ 136,370,103

Percentage change in NAV

(5.9 )% 3.3 %

Shares outstanding beginning of period

2,550,014 3,200,014

Shares outstanding end of period

2,500,014 2,900,014

Percentage change in shares outstanding

(2.0 )% (9.4 )%

Shares created

50,000 100,000

Shares redeemed

100,000 400,000

Per share NAV beginning of period

$ 40.00 $ 41.26

Per share NAV end of period

$ 38.38 $ 47.02

Percentage change in per share NAV

(4.1 )% 14.0 %

Percentage change in benchmark

(1.6 )% 7.2 %

Benchmark annualized volatility

14.9 % 14.4 %

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from a decrease from 2,550,014 outstanding Shares at December 31, 2014 to 2,500,014 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price . By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. dollar p.m. fixing price for delivery in London. The increase of the Fund’s NAV was offset by a decrease from 3,200,014 outstanding Shares at December 31, 2013 to 2,900,014 outstanding Shares at March 31, 2014.

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For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 4.1% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 14.0% for the three months ended March 31, 2014, was primarily due to the depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 22, 2015 at $46.03 per Share and reached its low for the period on March 18, 2015 at $35.90 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 14, 2014 at $54.16 per Share and reached its low for the period on January 8, 2014 at $42.35 per Share.

The benchmark’s decline of 1.6% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 7.2% for the three months ended March 31, 2014, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (227,743 ) $ (317,539 )

Management fee

240,465 331,351

Brokerage commission

16 16

Net realized gain (loss)

(2,985,848 ) 23,433,550

Change in net unrealized appreciation/depreciation

(388,373 ) (5,190,033 )

Net income (loss)

$ (3,601,964 ) $ 17,925,978

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the three months ended March 31, 2015.

On March 19, 2015, the company that ran the London U.S. dollar gold fixing ceased calculating the price of gold for the LBMA. The LBMA selected ICE Benchmark Administration to calculate the price, which was renamed the LBMA Gold Price, and is based on an electronic, physically settled auction-based methodology, beginning on March 20, 2015.

ProShares Ultra Silver*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 291,169,743 $ 465,479,519

NAV end of period

$ 317,182,857 $ 482,485,237

Percentage change in NAV

8.9 % 3.7 %

Shares outstanding beginning of period

7,396,533 7,350,007

Shares outstanding end of period

7,646,533 7,396,533

Percentage change in shares outstanding

3.4 % 0.6 %

Shares created

700,000 787,500

Shares redeemed

450,000 740,974

Per share NAV beginning of period

$ 39.37 $ 63.33

Per share NAV end of period

$ 41.48 $ 65.23

Percentage change in per share NAV

5.4 % 3.0 %

Percentage change in benchmark

3.9 % 2.4 %

Benchmark annualized volatility

27.5 % 21.4 %

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During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 7,396,533 outstanding Shares at December 31, 2014 to 7,646,533 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the as measured by the London Silver Price . By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 7,350,007 outstanding Shares at December 31, 2013 to 7,396,533 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. dollar fixing price for delivery in London.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 5.4% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 3.0% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 23, 2015 at $50.86 per Share and reached its low for the period on March 18, 2015 at $36.18 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 24, 2014 at $80.11 per Share and reached its low for the period on February 3, 2014 at $61.50 per Share.

The benchmark’s rise of 3.9% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 2.4% for the three months ended March 31, 2014, can be attributed to a greater increase in the price of spot silver in U.S. dollar terms during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (699,839 ) $ (1,125,310 )

Management fee

738,077 1,187,904

Brokerage commission

8 8

Net realized gain (loss)

(17,764,350 ) 73,958,641

Change in net unrealized appreciation/depreciation

35,015,135 (55,640,539 )

Net income (loss)

$ 16,550,946 $ 17,192,792

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to an increase in the price of spot silver in U.S. dollar terms, in conjunction with significantly lower NAV during the three months ended March 31, 2015.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra Silver Fund.
On August 14, 2014, the company that ran the London U.S. dollar silver fixing ceased calculating the price of silver for the LBMA. The LBMA selected the CME Group and Thomson Reuters to calculate the price, which was renamed the London Silver Price, beginning August 15, 2014.

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ProShares Ultra Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 2,740,167 $ 3,168,165

NAV end of period

$ 2,397,276 $ 3,444,536

Percentage change in NAV

(12.5 )% 8.7 %

Shares outstanding beginning of period

100,005 100,005

Shares outstanding end of period

100,005 100,005

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 27.40 $ 31.68

Per share NAV end of period

$ 23.97 $ 34.44

Percentage change in per share NAV

(12.5 )% 8.7 %

Percentage change in benchmark

(6.7 )% 3.8 %

Benchmark annualized volatility

13.0 % 9.4 %

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. There was no net change in outstanding Shares from December 31, 2014 to March 31, 2015. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. There was no net change in outstanding Shares from December 31, 2013 to March 31, 2014.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 12.5% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 8.7% for the three months ended March 31, 2014, was primarily due to depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 16, 2015 at $27.91 per Share and reached its low for the period on March 11, 2015 at $23.70 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 31, 2014 at $34.44 per Share and reached its low for the period on January 24, 2014 at $30.12 per Share.

The benchmark’s decline of 6.7% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 3.8% for the three months ended March 31, 2014, can be attributed to a decline in the value of the Australian dollar versus the U.S. dollar during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (6,142 ) $ (7,330 )

Management fee

5,997 7,508

Brokerage commission

371 380

Net realized gain (loss)

(376,148 ) (27,427 )

Change in net unrealized appreciation/depreciation

39,399 311,128

Net income (loss)

$ (342,891 ) $ 276,371

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the value of the Australian dollar versus the U.S. dollar during the three months ended March 31, 2015.

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ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 2,981,441 $ 2,603,827

NAV end of period

$ 14,765,776 $ 2,603,282

Percentage change in NAV

395.3 % 0.0 %

Shares outstanding beginning of period

150,014 100,014

Shares outstanding end of period

950,014 100,014

Percentage change in shares outstanding

533.3 % 0.0 %

Shares created

800,000

Shares redeemed

Per share NAV beginning of period

$ 19.87 $ 26.03

Per share NAV end of period

$ 15.54 $ 26.03

Percentage change in per share NAV

(21.8 )% 0.0 %

Percentage change in benchmark

(11.2 )% 0.1 %

Benchmark annualized volatility

13.6 % 6.0 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 150,014 outstanding Shares at December 31, 2014 to 950,014 outstanding Shares at March 31, 2015. The increase of the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the euro versus the U.S. dollar. There was no net change in outstanding Shares from December 31, 2013 to March 31, 2014.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 21.8% for the three months ended March 31, 2015, as compared to no net change in the Fund’s per Share NAV from December 31, 2013 to March 31, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 2, 2015 at $19.55 per Share and reached its low for the period on March 13, 2015 at $14.80 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 18, 2014 at $26.63 per Share and reached its low for the period on January 31, 2014 at $24.99 per Share.

The benchmark’s decline of 11.2% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 0.1% for the three months ended March 31, 2014, can be attributed to a decline in the value of the euro versus the U.S. dollar during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (15,698 ) $ (5,664 )

Management fee

16,232 6,042

Net realized gain (loss)

(1,065,202 ) 85,136

Change in net unrealized appreciation/depreciation

(675,335 ) (80,017 )

Net income (loss)

$ (1,756,235 ) $ (545 )

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the value of the euro versus the U.S. dollar during the three months ended March 31, 2015.

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ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

NAV beginning of period

$ 2,118,028 $ 2,795,026

NAV end of period

$ 5,600,081 $ 2,896,143

Percentage change in NAV

164.4 % 3.6 %

Shares outstanding beginning of period

150,014 150,014

Shares outstanding end of period

400,014 150,014

Percentage change in shares outstanding

166.7 % 0.0 %

Shares created

300,000

Shares redeemed

50,000

Per share NAV beginning of period

$ 14.12 $ 18.63

Per share NAV end of period

$ 14.00 $ 19.31

Percentage change in per share NAV

(0.8 )% 3.6 %

Percentage change in benchmark

(0.1 )% 2.0 %

Benchmark annualized volatility

8.6 % 8.2 %

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 150,014 outstanding Shares at December 31, 2014 to 400,014 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2013 to March 31, 2014.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 0.8% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 3.6% for the three months ended March 31, 2014, was primarily due to depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 15, 2015 at $14.96 per Share and reached its low for the period on March 13, 2015 at $13.68 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 3, 2014 at $20.21 per Share and reached its low for the period on January 9, 2014 at $18.80 per Share.

The benchmark’s decline of 0.1% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 2.0% for the three months ended March 31, 2014, can be attributed to a decline in the value of the Japanese yen versus the U.S. dollar during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:

Three Months Ended
March 31, 2015
Three Months Ended
March 31, 2014

Net investment income (loss)

$ (9,090 ) $ (6,420 )

Management fee

9,381 6,855

Net realized gain (loss)

(80,626 ) (10,441 )

Change in net unrealized appreciation/depreciation

(26,127 ) 117,978

Net income (loss)

$ (115,843 ) $ 101,117

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the value of the Japanese yen versus the U.S. dollar during the three months ended March 31, 2015.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Quantitative Disclosure

Since the ProShares Managed Futures Strategy commenced investment operations on October 1, 2014, comparisons of positions in certain Financial Instruments held by ProShares Managed Futures Strategy for the three months ended March 31, 2014 have not been provided.

Commodity Price Sensitivity and Exchange Rate Sensitivity

The Managed Futures Fund is exposed to commodity price risk through its holdings of commodity futures contracts and exchange rate risk through its holdings of currency and U.S. Treasury futures contracts. The following table provides information about the Managed Futures Fund’s Financial Instruments, which were sensitive to both commodity price and exchange rate risk. As of March 31, 2015, the Managed Futures Fund’s positions were as follows:

ProShares Managed Futures Strategy :

As of March 31, 2015, the Managed Futures Fund was exposed to commodity price and exchange rate risk through its holdings of Financial Instruments linked to the S&P Strategic Futures Index. The following table provides information about the Fund’s commodity and currency futures contracts as of March 31, 2015, which were sensitive to commodity price risk and exchange rate price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short

Expiration

Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Cocoa Futures (ICE)

Long May 2015 16 $ 2,699.00 10 $ 431,840

Cotton No. 2 Futures (ICE)

Long May 2015 8 0.63 50,000 252,400

Soybean Futures (CBT)

Long May 2015 5 9.73 5,000 243,313

US 10 YR Note Futures (CBT)

Long June 2015 10 128.91 1,000 1,289,063

Coffee ‘C’ Futures (ICE)

Short May 2015 2 1.33 37,500 99,675

Copper Futures (COMEX)

Short May 2015 4 2.74 25,000 274,000

Copper Mini Futures (COMEX)

Short May 2015 1 2.74 12,500 34,250

Corn Futures (CBT)

Short May 2015 10 3.76 5,000 188,125

Natural Gas Futures (NYMEX)

Short May 2015 6 2.64 10,000 158,400

Natural Gas Mini Futures (NYMEX)

Short May 2015 2 2.64 2,500 13,200

NY Harbor ULSD Futures (NYMEX)

Short May 2015 2 1.71 42,000 143,472

RBOB Gasoline Futures (NYMEX)

Short May 2015 2 1.77 42,000 148,680

Silver Mini Futures (ICE)

Short May 2015 8 16.60 1,000 132,784

Sugar #11 Futures (CBT)

Short May 2015 13 0.12 112,000 173,701

Wheat Futures (CBT)

Short May 2015 9 5.12 5,000 230,288

WTI Crude Oil Futures (NYMEX)

Short May 2015 2 47.60 1,000 95,200

Australian Dollar Fx Currency Futures (CME)

Short June 2015 5 75.81 1,000 379,050

British Pound Fx Currency Futures (CME)

Short June 2015 7 148.37 625 649,119

Canadian Dollar Fx Currency Futures (CME)

Short June 2015 5 78.92 1,000 394,600

Gold Mini Futures (ICE)

Short June 2015 6 1,183.20 32.15 228,239

Euro Fx Currency Mini Futures (CME)

Short June 2015 8 1.08 62,500 537,700

Lean Hogs Futures (CME)

Short June 2015 8 0.76 40,000 242,560

Live Cattle Futures (CME)

Short June 2015 6 1.52 40,000 365,580

Japanese Yen Fx Currency Futures (CME)

Short June 2015 4 83.46 1,250 417,300

Swiss Franc Fx Currency Futures (CME)

Short June 2015 2 103.15 1,250 257,875

US Treasury Long Bond Futures (CBT)

Short June 2015 6 163.88 1,000 983,250

The March 31, 2015 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. These notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to match the performance of the Index. While the above information properly represents the then current applicable commodity or exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing

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efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2015 (the “Form 10-K”), for additional information regarding performance for periods longer than a single day.

Equity Market Volatility Sensitivity

Each of the VIX Funds is exposed to equity market volatility risk through its holdings of Financial Instruments. The following tables provide information about each of the VIX Funds’ Financial Instruments, which are sensitive to changes in equity market volatility indexes. As of March 31, 2015 and 2014, each of the VIX Funds’ positions were as follows:

ProShares VIX Short-Term Futures ETF

As of March 31, 2015 and 2014, the ProShares VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of March 31, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long April 2015 4,166 $ 16.28 1,000 $ 67,801,650

VIX Futures (CBOE)

Long May 2015 4,594 17.83 1,000 81,888,050

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long April 2014 3,998 $ 15.15 1,000 $ 60,569,700

VIX Futures (CBOE)

Long May 2014 3,632 15.85 1,000 57,567,200

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to match the performance of the Index. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

ProShares VIX Mid-Term Futures ETF

As of March 31, 2015 and 2014, the ProShares VIX Mid-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of March 31, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2015 235 $ 18.68 1,000 $ 4,388,625

VIX Futures (CBOE)

Long August 2015 497 18.88 1,000 9,380,875

VIX Futures (CBOE)

Long September 2015 497 19.18 1,000 9,529,975

VIX Futures (CBOE)

Long October 2015 261 19.48 1,000 5,082,975

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Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2014 576 $ 16.95 1,000 $ 9,763,200

VIX Futures (CBOE)

Long August 2014 1,099 17.35 1,000 19,067,650

VIX Futures (CBOE)

Long September 2014 1,099 17.75 1,000 19,507,250

VIX Futures (CBOE)

Long October 2014 524 18.05 1,000 9,458,200

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to match the performance of the Index. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

ProShares Short VIX Short-Term Futures ETF

As of March 31, 2015 and 2014, the ProShares Short VIX Short-Term Futures ETF Fund was exposed to inverse equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of March 31, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Short April 2015 7,729 $ 16.28 1,000 $ (125,789,475 )

VIX Futures (CBOE)

Short May 2015 8,675 17.83 1,000 (154,631,875 )

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Short April 2014 7,213 $ 15.15 1,000 $ (109,276,950 )

VIX Futures (CBOE)

Short May 2014 6,554 15.85 1,000 (103,880,900 )

The March 31, 2015 and 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $1.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

ProShares Ultra VIX Short-Term Futures ETF

As of March 31, 2015 and 2014, the ProShares Ultra VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following tables provide information about the Fund’s positions in these VIX futures contracts as of March 31, 2015 and 2014, which were sensitive to equity market volatility risk.

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Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long April 2015 38,547 $ 16.28 1,000 $ 627,352,425

VIX Futures (CBOE)

Long May 2015 42,693 17.83 1,000 761,002,725

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long April 2014 21,528 $ 15.15 1,000 $ 326,149,200

VIX Futures (CBOE)

Long May 2014 19,566 15.85 1,000 310,121,100

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

Commodity Price Sensitivity

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which were sensitive to commodity price risk. As of March 31, 2015 and 2014, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares UltraShort Bloomberg Commodity :

As of March 31, 2015 and 2014, the ProShares UltraShort Bloomberg Commodity Fund was exposed to inverse commodity price risk through its holding of swap agreements linked to the Bloomberg Commodity Index. The following tables provide information about the Fund’s short swap positions as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Swap Agreements as of March 31, 2015

Reference Index

Counterparty Long or
Short
Index
Close
Notional Amount
at Value

Bloomberg Commodity Index

Deutsche Bank AG Short $ 98.1230 $ (4,602,773 )

Bloomberg Commodity Index

Goldman Sachs International Short 98.1230 (4,537,347 )

Bloomberg Commodity Index

UBS AG Short 98.1230 (2,475,856 )

Swap Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Index
Close
Notional Amount
at Value

Bloomberg Commodity Index

Deutsche Bank AG Short $ 134.5234 $ (2,673,904 )

Bloomberg Commodity Index

Goldman Sachs International Short 134.5234 (2,839,014 )

Bloomberg Commodity Index

UBS AG Short 134.5234 (1,071,987 )

The March 31, 2015 and 2014 short swap notional values are calculated by multiplying units times the closing level of the Index. These short notional values will increase (decrease) proportionally with decreases (increases) in the level of the Index. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future

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values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K, for additional information regarding performance for periods longer than a single day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Bloomberg Crude Oil :

As of March 31, 2015 and 2014, the ProShares UltraShort Bloomberg Crude Oil Fund was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Bloomberg WTI Crude Oil Subindex SM . The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short May 2015 6,624 $ 47.60 1,000 $ (315,302,400 )

Swap Agreements as of March 31, 2015

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Short $ 121.3015 $ (137,750,775 )

Bloomberg WTI Crude Oil Subindex

Goldman Sachs

International

Short 121.3015 (126,651,917 )

Bloomberg WTI Crude Oil Subindex

Societe Generale

S.A.

Short 121.3015 (35,138,342 )

Bloomberg WTI Crude Oil Subindex

UBS AG Short 121.3015 (125,826,188 )

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short May 2014 2,752 $ 101.58 1,000 $ (279,548,160 )

Swap Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Short $ 255.0803 $ (99,488,785 )

Bloomberg WTI Crude Oil Subindex

Goldman Sachs

International

Short 255.0803 (108,344,369 )

Bloomberg WTI Crude Oil Subindex

Societe Generale

S.A.

Short 255.0803 (36,118,314 )

Bloomberg WTI Crude Oil Subindex

UBS AG Short 255.0803 (112,771,776 )

The March 31, 2015 and 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 short swap notional values are calculated by multiplying the number of units times the closing level of the Index. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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ProShares UltraShort Bloomberg Natural Gas :

As of March 31, 2015 and 2014, the ProShares UltraShort Bloomberg Natural Gas Fund was exposed to inverse commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Short May 2015 828 $ 2.64 10,000 $ (21,859,200 )

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Short May 2014 3,365 $ 4.37 10,000 $ (147,084,150 )

The March 31, 2015 and 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Gold :

As of March 31, 2015 and 2014, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Short June 2015 2 $ 1,183.20 100 $ (236,640 )

Forward Agreements as of March 31, 2015

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount at
Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Short $ 1,187.04 $ (75,851,856 )

0.995 Fine Troy Ounce Gold

Goldman Sachs

International

Short 1,187.03 (34,302,793 )

0.995 Fine Troy Ounce Gold

Societe Generale
S.A.
Short 1,187.02 (15,549,962 )

0.995 Fine Troy Ounce Gold

UBS AG Short 1,187.03 (29,972,508 )

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Short June 2014 2 $ 1,283.80 100 $ (256,760 )

Forward Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount at
Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Short $ 1,291.77 $ (122,330,619 )

0.995 Fine Troy Ounce Gold

Goldman Sachs

International

Short 1,291.77 (42,109,118 )

0.995 Fine Troy Ounce Gold

Societe Generale
S.A.
Short 1,291.77 (20,151,612 )

0.995 Fine Troy Ounce Gold

UBS AG Short 1,291.77 (44,113,946 )

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The March 31, 2015 and 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 short forward notional values equal units multiplied by the forward price. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Silver :

As of March 31, 2015 and 2014, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Short May 2015 2 $ 16.60 5,000 $ (165,980 )

Forward Agreements as of March 31, 2015

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Short $ 16.6018 $ (50,784,906 )

0.999 Fine Troy Ounce Silver

Goldman Sachs International Short 16.6013 (26,487,374 )

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Short 16.6016 (9,081,075 )

0.999 Fine Troy Ounce Silver

UBS AG Short 16.6016 (26,479,552 )

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Short May 2014 2 $ 19.75 5,000 $ (197,520 )

Forward Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Short $ 19.9724 $ (66,767,733 )

0.999 Fine Troy Ounce Silver

Goldman Sachs International Short 19.9724 (27,012,671 )

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Short 19.9724 (16,377,368 )

0.999 Fine Troy Ounce Silver

UBS AG Short 19.9724 (31,676,226 )

The March 31, 2015 and 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 short forward notional values equal units multiplied by the forward price. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the

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following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Fund’s Financial Instruments, which are sensitive to changes in exchange rates. As of March 31, 2015 and 2014, each of the Currency Fund’s positions were as follows:

ProShares Short Euro :

As of March 31, 2015 and 2014, the ProShares Short Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short June 2015 150 $ 1.08 125,000 $ (20,163,750 )

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short June 2014 41 $ 1.38 125,000 $ (7,059,175 )

The March 31, 2015 and 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $1.00 of short exposure to the euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the euro and multiplying by negative one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Australian Dollar:

As of March 31, 2015 and 2014, the ProShares UltraShort Australian Dollar Fund was exposed to inverse exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short June 2015 530 $ 75.81 1,000 $ (40,179,300 )

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short June 2014 459 $ 92.25 1,000 $ (42,342,750 )

The March 31, 2015 and 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Australian dollar for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Australian dollar and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

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ProShares UltraShort Euro :

As of March 31, 2015 and 2014, the ProShares UltraShort Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2015

Reference Currency

Counterparty

Long
or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs International Long 04/10/15 81,791,800 1.0749 $ 87,926,805

Euro

UBS AG Long 04/10/15 110,930,600 1.0749 119,251,236

Euro

Goldman Sachs International Short 04/10/15 (617,582,525 ) 1.0749 (663,905,895 )

Euro

UBS AG Short 04/10/15 (728,286,800 ) 1.0749 (782,913,830 )

Foreign Currency Forward Contracts as of March 31, 2014

Reference Currency

Counterparty

Long
or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs International Long 04/04/14 18,383,800 1.3776 $ 25,325,422

Euro

UBS AG Long 04/04/14 26,715,000 1.3776 36,802,438

Euro

Goldman Sachs International Short 04/04/14 (315,847,325 ) 1.3776 (435,109,546 )

Euro

UBS AG Short 04/04/14 (324,757,500 ) 1.3776 (447,384,155 )

The March 31, 2015 and 2014 USD market values equal the number of euros multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the euro and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Yen :

As of March 31, 2015 and 2014, the ProShares UltraShort Yen Fund was exposed to inverse exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk

Foreign Currency Forward Contracts as of March 31, 2015

Reference Currency

Counterparty

Long
or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs International Long 04/10/15 20,565,620,300 0.008338 $ 171,495,639

Yen

UBS AG Long 04/10/15 5,923,386,600 0.008338 49,394,813

Yen

Goldman Sachs International Short 04/10/15 (68,851,569,600 ) 0.008338 (574,149,660 )

Yen

UBS AG Short 04/10/15 (63,324,691,700 ) 0.008338 (528,061,312 )

Foreign Currency Forward Contracts as of March 31, 2014

Reference Currency

Counterparty

Long
or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs International Long 04/04/14 7,547,835,100 0.009688 $ 73,124,249

Yen

UBS AG Long 04/04/14 3,218,173,300 0.009688 31,178,013

Yen

Goldman Sachs International Short 04/04/14 (48,716,397,300 ) 0.009688 (471,969,766 )

Yen

UBS AG Short 04/04/14 (45,710,614,400 ) 0.009688 (442,849,413 )

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The March 31, 2015 and 2014 USD market values equal the number of yen multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the yen and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Commodity Price Sensitivity

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which were sensitive to commodity price risk. As of March 31, 2015 and 2014, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares Ultra Bloomberg Commodity :

As of March 31, 2015 and 2014, the ProShares Ultra Bloomberg Commodity Fund was exposed to commodity price risk through its holding of swap agreements linked to the Bloomberg Commodity Index. The following tables provide information about the Fund’s swap positions as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Swap Agreements as of March 31, 2015

Reference Index

Counterparty Long or
Short
Index
Close
Notional
Amount at
Value

Bloomberg Commodity Index

Deutsche Bank AG Long $ 98.1230 $ 1,972,023

Bloomberg Commodity Index

Goldman Sachs International Long 98.1230 1,999,276

Bloomberg Commodity Index

UBS AG Long 98.1230 603,138

Swap Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Bloomberg Commodity Index

Deutsche Bank AG Long $ 134.5234 $ 2,847,170

Bloomberg Commodity Index

Goldman Sachs International Long 134.5234 2,448,497

Bloomberg Commodity Index

UBS AG Long 134.5234 1,327,486

The March 31, 2015 and 2014 swap notional values are calculated by multiplying units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Bloomberg Crude Oil :

As of March 31, 2015 and 2014, the ProShares Ultra Bloomberg Crude Oil Fund was exposed to commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Bloomberg WTI Crude Oil Subindex SM . The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional
Amount at
Value

WTI Crude Oil (NYMEX)

Long May 2015 13,821 $ 47.60 1,000 $ 657,879,600

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Swap Agreements as of March 31, 2015

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Long $ 121.3015 $ 406,797,888

Bloomberg WTI Crude Oil Subindex

Goldman Sachs International Long 121.3015 417,976,514

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A. Long 121.3015 123,097,457

Bloomberg WTI Crude Oil Subindex

UBS AG Long 121.3015 403,481,056

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional
Amount at
Value

WTI Crude Oil (NYMEX)

Long May 2014 858 $ 101.58 1,000 $ 87,155,640

Swap Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Long $ 255.0803 $ 31,611,457

Bloomberg WTI Crude Oil Subindex

Goldman Sachs International Long 255.0803 38,736,489

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A. Long 255.0803 16,715,352

Bloomberg WTI Crude Oil Subindex

UBS AG Long 255.0803 30,001,585

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 swap notional values are calculated by multiplying the number of units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Bloomberg Natural Gas :

As of March 31, 2015 and 2014, the ProShares Ultra Bloomberg Natural Gas Fund was exposed to commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Long May 2015 4,644 $ 2.64 10,000 $ 122,601,600

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Long May 2014 971 $ 4.37 10,000 $ 42,442,410

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price

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of the futures contract, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

ProShares Ultra Gold :

As of March 31, 2015 and 2014, the ProShares Ultra Gold Fund was exposed to commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Long June 2015 2 $ 1,183.20 100 $ 236,640

Forward Agreements as of March 31, 2015

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Long $ 1,187.04 $ 97,693,392

0.995 Fine Troy Ounce Gold

Goldman Sachs International Long 1,187.03 39,551,840

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Long 1,187.02 18,873,618

0.995 Fine Troy Ounce Gold

UBS AG Long 1,187.03 35,492,197

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Long June 2014 2 $ 1,283.80 100 $ 256,760

Forward Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Long $ 1,291.77 $ 141,965,523

0.995 Fine Troy Ounce Gold

Goldman Sachs International Long 1,291.77 53,246,759

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Long 1,291.77 27,127,170

0.995 Fine Troy Ounce Gold

UBS AG Long 1,291.77 50,120,676

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 forward notional values equal units multiplied by the forward price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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ProShares Ultra Silver :

As of March 31, 2015 and 2014, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Long May 2015 2 $ 16.60 5,000 $ 165,980

Forward Agreements as of March 31, 2015

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Long $ 16.6018 $ 320,198,917

0.999 Fine Troy Ounce Silver

Goldman Sachs International Long 16.6013 121,235,974

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Long 16.6016 70,639,808

0.999 Fine Troy Ounce Silver

UBS AG Long 16.6016 122,104,768

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Long May 2014 2 $ 19.75 5,000 $ 197,520

Forward Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Long $ 19.9724 $ 502,765,225

0.999 Fine Troy Ounce Silver

Goldman Sachs International Long 19.9724 188,775,130

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Long 19.9724 86,021,127

0.999 Fine Troy Ounce Silver

UBS AG Long 19.9724 187,181,333

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 forward notional values equal units multiplied by the forward price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Fund’s Financial Instruments, which are sensitive to changes in exchange rates. As of March 31, 2015 and 2014, each of the Currency Fund’s positions were as follows:

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ProShares Ultra Australian Dollar:

As of March 31, 2015 and 2014, the ProShares Ultra Australian Dollar Fund was exposed to exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Long June 2015 63 $ 75.81 1,000 $ 4,776,030

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Long June 2014 75 $ 92.25 1,000 $ 6,918,750

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Australian dollar for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Australian dollar and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

ProShares Ultra Euro:

As of March 31, 2015 and 2014, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2015

Reference Currency

Counterparty

Long
or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs International Long 04/10/15 15,842,925 1.0749 $ 17,031,264

Euro

UBS AG Long 04/10/15 14,064,800 1.0749 15,119,767

Euro

Goldman Sachs International Short 04/10/15 (1,344,700 ) 1.0749 (1,445,563 )

Euro

UBS AG Short 04/10/15 (1,092,000 ) 1.0749 (1,173,908 )

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Foreign Currency Forward Contracts as of March 31, 2014

Reference Currency

Counterparty

Long
or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs International Long 04/04/14 788,225 1.3776 $ 1,085,855

Euro

UBS AG Long 04/04/14 3,071,000 1.3776 4,230,593

Euro

Goldman Sachs International Short 04/04/14 (51,500 ) 1.3776 (70,946 )

Euro

UBS AG Short 04/04/14 (27,600 ) 1.3776 (38,021 )

The March 31, 2015 and 2014 USD market value equals the number of euros multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the euro and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Yen :

As of March 31, 2015 and 2014, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2015

Reference Currency

Counterparty

Long
or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs International Long 04/10/15 898,339,400 0.008338 $ 7,491,206

Yen

UBS AG Long 04/10/15 645,732,000 0.008338 5,384,726

Yen

Goldman Sachs International Short 04/10/15 (17,456,500 ) 0.008338 (145,569 )

Yen

UBS AG Short 04/10/15 (185,698,000 ) 0.008338 (1,548,526 )

Foreign Currency Forward Contracts as of March 31, 2014

Reference Currency

Counterparty

Long
or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs International Long 04/04/14 304,953,900 0.009688 $ 2,954,426

Yen

UBS AG Long 04/04/14 313,415,000 0.009688 3,036,399

Yen

Goldman Sachs International Short 04/04/14 (13,523,300 ) 0.009688 (131,016 )

Yen

UBS AG Short 04/04/14 (6,832,900 ) 0.009688 (66,198 )

The March 31, 2015 and 2014 USD market values equal the number of yen multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily

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rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the yen and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Qualitative Disclosure

As described above in Item 2 of this Quarterly Report on Form 10-Q, it is the investment objective of each Geared Fund to seek daily investment results, before fees and expenses, which correspond to a multiple, the inverse or an inverse multiple of the daily performance, whether positive or negative, of its corresponding benchmark. Each Short Fund seeks daily investment results (before fees and expenses) that correspond to the inverse (-1x) of the daily performance of its corresponding benchmark. Each UltraShort Fund seeks daily investment results (before fees and expenses) that correspond to two times the inverse (-2x) of the daily performance of its corresponding benchmark. Each Ultra Fund seeks daily investment results (before fees and expenses) that correspond to two times (2x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results (before fees and expenses), both over a single day and over time, that match the performance of a benchmark. The Geared Funds do not seek to achieve these stated investment objectives over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Performance over longer periods of time will be influenced not only by the cumulative period performance of the corresponding benchmark but equally by the intervening volatility of the benchmark as well as fees and expenses, including costs associated with the use of Financial Instruments such as financing costs and trading spreads. Future period returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by two or negative two. Each Matching VIX Fund and the Managed Futures Fund seek investment results (before fees and expenses), both over a single day and over time, that match the performance of a benchmark. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. The Matching VIX Funds seek to achieve their stated objectives both over a single day and over time.

Primary Market Risk Exposure

The primary market risks that the Funds are exposed to depend on each Fund’s investment objective and corresponding benchmark. For example, the primary market risk that the ProShares UltraShort Bloomberg Crude Oil and the ProShares Ultra Bloomberg Crude Oil Funds are exposed to are inverse and direct exposure, respectively, to the price of crude oil as measured by the return of holding and periodically rolling crude oil futures contracts (the Bloomberg Commodity Index and its sub-indexes are based on the price of rolling futures positions, rather than on the cash price for immediate delivery of the corresponding commodity).

Each Fund’s exposure to market risk is further influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

As described above in Item 2 of this Quarterly Report on Form 10-Q, trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contracts or forward agreements into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it is required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

Commodity Price Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Managed Futures Fund, the Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying the Managed Futures Fund, a Commodity Index Fund or a Commodity Fund, and in turn, the Financial Instruments and other assets, if any, owned by such a Fund. The impact of changes in the price of a physical commodity or of a commodity index (comprised of commodity futures contracts) will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an UltraShort Fund and daily decreases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an Ultra Fund.

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Additionally, performance over time is a cumulative effect of geometrically linking each day’s leveraged or inverse leveraged returns. For instance, if a corresponding benchmark was up 10% and then down 10%, which would result in a (1.1*0.9)-1 = -1% period benchmark return, the two-day period return for a theoretical two-times fund would be equal to a (1.2 *0.8)-1 = -4% period Fund return (rather than simply two times the period return of the benchmark).

Exchange Rate Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Managed Futures Fund and the Currency Funds, several factors may affect the value of the foreign currencies or the U.S. dollar, and, in turn, the Financial Instruments and other assets, if any, owned by a Fund. The impact of changes in the price of a currency will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of a currency will negatively impact the daily performance of Shares of a Short Fund or an UltraShort Fund and daily decreases in the price of a currency will negatively impact the daily performance of Shares of an Ultra Fund.

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 or UltraShort Funds will generally decrease when the index rises on a given day. As a result, the Fund’s short exposure may need to be decreased. Conversely, if the index has fallen on a given day, a Short Fund’s or an UltraShort Fund’s assets should rise. As a result, the Fund’s short exposure may need to be increased.

The use of certain Financial Instruments introduces counterparty risk. A Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments entered into by the Fund. A Fund may be negatively impacted if a counterparty fails to perform its obligations. Each Fund intends to enter into swap and forward agreements only with major global financial institutions that meet certain credit quality standards and monitoring policies. Each Fund may use various techniques to minimize credit risk including early termination or reset and payment, limiting the net amount due from any individual counterparty, and generally requiring that the counterparty post collateral with respect to amounts owed to the Funds, marked to market daily.

Most Financial Instruments held by the Funds are “unfunded” meaning that the Fund will obtain exposure to the corresponding benchmark while still being in possession of its original cash assets. The cash positions that result from use of such Financial Instruments are held in a manner to minimize both interest rate and credit risk. During the reporting period, cash positions were

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maintained in a non-interest bearing demand deposit account. The Funds also invest a portion of this cash in cash equivalents (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities).

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of March 31, 2015, including providing reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the 1934 Act on behalf of the Trust and the Funds is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Trust as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s or the Funds’ internal control over financial reporting that occurred during the quarter ended March 31, 2015, that have materially affected, or are reasonably likely to materially affect, the Trust’s or the Funds’ internal control over financial reporting.

Certifications

The certifications by the Principal Executive Officer and Principal Financial Officer of the Trust required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are filed or furnished as exhibits to this Quarterly Report on Form 10-Q, apply both to the Trust taken as a whole and each Fund, and the Principal Executive Officer and Principal Financial Officer of the Trust are certifying both as to the Trust taken as a whole and each Fund.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Except as noted below, there has not been a material change to the Risk Factors previously disclosed in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 2, 2015.

Margin for Non-cleared Swap Transactions

In 2014, the CFTC and various federal bank regulators proposed new mandatory margin requirements for non-cleared swaps and new requirements for the holding of collateral by swap dealers. These requirements, which are still pending final adoption, may increase the amount of collateral a Fund is required to provide to swap dealers for non-cleared swaps.

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

(a) None.

(b)

The Trust initially registered Shares on its Registration Statement on Form S-1 (File No. 333-146801), which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on Form S-1 (File No. 333-156888), which was declared effective on February 13, 2009. The Trust terminated these two offerings before the sale of all registered Shares and re-allocated the remaining amount of the registered Shares among the Funds listed on its Registration Statement on Form S-3 (File No. 333-163511), which became effective on December 4, 2009. It then registered additional Shares and/or added Funds pursuant to post-effective amendments to that Registration Statement on Form S-3, which became effective on May 28, 2010, November 5, 2010, December 23, 2010 and April 13, 2011, as well as on a Registration Statement on Form S-1 (File No. 333-178707), which became effective on June 25, 2012. On June 26, 2012, a post-effective amendment to the Registration Statement on Form S-3 (File No. 333-163511) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil and terminated the offerings for certain publicly offered Funds and certain Funds that had never been publicly offered. New offerings for those Funds that had been publicly offered were registered on an accompanying Registration Statement on Form S-1 (File No. 333-176878), which was also declared effective on June 26, 2012. On September 24, 2012, a Registration Statement on Form S-1 (File No. 333-183672) was declared effective, which registered additional Shares for ProShares Ultra VIX Short-Term Futures ETF, ProShares VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF. This registration statement (File No. 333-183672) was a combined prospectus and acted as a post-effective amendment to the Form S-1 (File No. 333-176878). On September 27, 2012, a Registration Statement on Form S-3 (File No. 333-183674) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil and ProShares UltraShort Euro. This registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-163511). On September 28, 2012, a post-effective amendment to a Registration Statement on Form S-1 (File No. 333-178707) was declared effective, terminating the proposed offerings of several unlaunched currency funds. On January 30, 2013, a Registration Statement on Form S-1 (File No. 333-185288) was declared effective. That registration statement, which registered additional Shares to ProShares Short VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statements (File Nos. 333-183672 and 333-178707). Also, on January 30, 2013, a Registration Statement on Form S-3 (File No. 333-185289) was declared effective. That registration statement, which registered additional Shares to ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Euro, ProShares Ultra VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statement (File No. 333-193672) and Form S-3 Registration Statement (File No. 333-183674). On April 24, 2013, a post-effective amendment to the Form S-1 Registration Statement (File No. 333-185288) was declared effective, terminating the registered but unlaunched offerings related to: ProShares UltraPro Short Euro, ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy. On April 29, 2013, a Registration Statement on Form S-3 (File No. 333-187820) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra

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VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-185289). On May 21, 2013, a Registration Statement on Form S-1 (File 333-188215) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Natural Gas, ProShares UltraShort Bloomberg Natural Gas, ProShares Short VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-1 (File No. 333-185288). On July 30, 2013, a Registration Statement on Form S-3 (File No. 333-189967) was declared effective, which registered additional Shares for ProShares Bloomberg Crude Oil and ProShares UltraShort Yen and partially terminated registered and unissued Shares of ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares UltraShort Euro and ProShares VIX Short-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-187820). On May 6, 2014, a post-effective amendment to the Form S-1 Registration Statement (File No. 333-188215) was declared effective, updating the Form S-1 Registration Statement by, among other things, incorporating by reference the audited financial statements for the fiscal year ended December 31, 2013. The post-effective amendment did not register any additional shares. On July 30, 2014, a Registration Statement on Form S-1 (File No. 333-196884) was declared effective, which partially terminated registered and unissued Shares of ProShares VIX Mid-Term Futures ETF, ProShares Ultra Bloomberg Commodity, ProShares Ultra Euro, ProShares Ultra Yen and ProShares UltraShort Bloomberg Commodity. That registration statement was a combined prospectus and acted as a post-effective amendment to two Form S-1 registration statements (File Nos. 333-188215 and 333-185288). On July 30, 2014, a Registration Statement on Form S-3 (File No. 333-196885) was also declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil and ProShares UltraShort Euro and partially terminated registered and unissued Shares of ProShares Ultra Gold, ProShares Ultra Silver and ProShares UltraShort Silver. That Registration Statement also was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-189967). Through the July 30, 2014 filings, ProShares Short VIX Short-Term Futures ETF was transferred from the Form S-1 to the Form S-3. On September 29, 2014, a Registration Statement on Form S-1 (File No. 333-198189) was declared effective, which registered a new offering of the Managed Futures Fund and acted as a post-effective amendment to the Form S-1 Registration Statement (File No. 333-196884). On November 25, 2014, a Registration Statement on Form S-1 (File No. 333-199642) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Natural Gas, ProShares UltraShort Bloomberg Natural Gas and ProShares UltraShort Silver. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-1 registration statement (File No. 333-198189) and the Form S-3 registration statement (333-196885). On November 25, 2014, a Registration Statement on Form S-3 (File No. 333-199641) was also declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra VIX Short-Term Futures ETF, ProShares Short VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF. That Registration Statement also was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-196885). Through the November 25, 2014 filings, ProShares UltraShort Silver was transferred from the Form S-3 to the Form S-1. On March 31, 2015, a Registration Statement on Form S-1 (File No. 333-202724) was declared effective, which registered additional Shares for ProShares VIX Mid-Term Futures ETF, ProShares Managed Futures Strategy, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Natural Gas, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Silver, ProShares Ultra Australian Dollar, ProShares UltraShort Australian Dollar, ProShares Ultra Euro, ProShares Short Euro and ProShares Ultra Yen. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-1 registration statement (File No. 333-199642). On March 31, 2015, a Registration Statement on Form S-3 (File No. 333-202725) was also declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra VIX Short-Term Futures ETF, ProShares Short VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF. That Registration Statement also was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-199641). Thus, as of March 31, 2015, the Trust continued to have two effective registration statements outstanding: 1) a Form S-1 Registration Statement (No. 333-199642); and 2) a Form S-3 Registration Statement (No. 333-199641).

Substantially all of the proceeds received by each Fund from the issuance and sale of Shares to Authorized Participants are used by each Fund to enter into Financial Instruments relating to that Fund’s benchmark in combination with cash or cash equivalents and/or U.S. Treasury securities or other high credit quality, short-term fixed-income or similar securities (such as shares of money market funds and collateralized repurchase agreements) that may in part be used for direct investment or deposited with the FCMs as margin in connection with futures contracts or in segregated accounts at the Funds’ custodian bank as collateral for swap agreements or forward contracts, as applicable. The Managed Futures Fund and each Geared Fund continuously offers and redeems its Shares in blocks of 50,000 Shares, and each Matching VIX Fund continuously offers and redeems Shares in blocks of 25,000 Shares.

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Title of

Securities Registered

Amount
Registered
As of
March 31, 2015
Shares Sold
For the
Three Months
Ended

March 31, 2015
Sale Price of
Shares Sold For
the

Three Months
Ended

March 31, 2015

ProShares Managed Futures Strategy

Common Units of Beneficial Interest

$ 509,027,538 200,000 $ 4,304,676

ProShares VIX Short-Term Futures ETF

Common Units of Beneficial Interest

$ 2,068,623,063 4,575,000 $ 84,542,261

ProShares VIX Mid-Term Futures ETF

Common Units of Beneficial Interest

$ 619,302,925 200,000 $ 12,344,563

ProShares Short VIX Short-Term Futures ETF

Common Units of Beneficial Interest

$ 3,589,767,641 2,150,000 $ 118,885,967

ProShares Ultra VIX Short-Term Futures ETF

Common Units of Beneficial Interest

$ 4,255,550,774 48,150,000 $ 966,149,726

ProShares UltraShort Bloomberg Commodity

Common Units of Beneficial Interest

$ 172,839,931 $

ProShares UltraShort Bloomberg Crude Oil

Common Units of Beneficial Interest

$ 2,114,776,247 4,600,000 $ 372,664,934

ProShares UltraShort Bloomberg Natural Gas

Common Units of Beneficial Interest

$ 412,030,981 150,000 $ 10,858,377

ProShares UltraShort Gold

Common Units of Beneficial Interest

$ 503,545,611 100,000 $ 8,523,330

ProShares UltraShort Silver

Common Units of Beneficial Interest

$ 2,083,528,399 250,000 $ 25,115,676

ProShares Short Euro

Common Units of Beneficial Interest

$ 174,672,977 100,000 $ 4,418,831

ProShares UltraShort Australian Dollar

Common Units of Beneficial Interest

$ 172,771,084 50,000 $ 2,764,167

ProShares UltraShort Euro

Common Units of Beneficial Interest

$ 1,888,450,946 5,500,000 $ 148,238,393

ProShares UltraShort Yen

Common Units of Beneficial Interest

$ 951,962,134 650,000 $ 58,116,062

ProShares Ultra Bloomberg Commodity

Common Units of Beneficial Interest

$ 129,604,130 $

ProShares Ultra Bloomberg Crude Oil

Common Units of Beneficial Interest

$ 3,838,773,188 136,250,000 $ 1,023,327,847

ProShares Ultra Bloomberg Natural Gas

Common Units of Beneficial Interest

$ 540,275,387 2,050,000 $ 27,576,652

ProShares Ultra Gold

Common Units of Beneficial Interest

$ 683,270,223 50,000 $ 2,093,762

ProShares Ultra Silver

Common Units of Beneficial Interest

$ 2,251,471,600 700,000 $ 28,733,984

ProShares Ultra Australian Dollar

Common Units of Beneficial Interest

$ 193,296,041 $

ProShares Ultra Euro

Common Units of Beneficial Interest

$ 126,652,323 800,000 $ 13,540,570

ProShares Ultra Yen

Common Units of Beneficial Interest

$ 138,726,333 300,000 $ 4,285,016

Total:

$ 27,418,919,476 206,825,000 $ 2,916,484,794

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(c) From January 1, 2015 to March 31, 2015, the number of Shares redeemed and average price per Share for each Fund were as follows:

Fund

Total Number of
Shares Redeemed
Average Price
Per Share

ProShares Managed Futures Strategy

01/01/15 to 01/31/15

$

02/01/15 to 02/28/15

100,000 $ 21.40

03/01/15 to 03/31/15

$

ProShares VIX Short-Term Futures ETF

01/01/15 to 01/31/15

1,150,000 $ 22.51

02/01/15 to 02/28/15

$

03/01/15 to 03/31/15

$

ProShares VIX Mid-Term Futures ETF

01/01/15 to 01/31/15

$

02/01/15 to 02/28/15

25,000 $ 67.75

03/01/15 to 03/31/15

50,000 $ 60.68

ProShares Short VIX Short-Term Futures ETF

01/01/15 to 01/31/15

1,200,000 $ 58.78

02/01/15 to 02/28/15

2,650,000 $ 59.62

03/01/15 to 03/31/15

2,400,000 $ 67.40

ProShares Ultra VIX Short-Term Futures ETF

01/01/15 to 01/31/15

8,250,000 $ 28.20

02/01/15 to 02/28/15

2,350,000 $ 26.50

03/01/15 to 03/31/15

5,900,000 $ 17.57

ProShares UltraShort Bloomberg Commodity

01/01/15 to 01/31/15

$

02/01/15 to 02/28/15

$

03/01/15 to 03/31/15

$

ProShares UltraShort Bloomberg Crude Oil

01/01/15 to 01/31/15

650,000 $ 93.27

02/01/15 to 02/28/15

500,000 $ 79.92

03/01/15 to 03/31/15

1,350,000 $ 86.23

ProShares UltraShort Bloomberg Natural Gas

01/01/15 to 01/31/15

50,000 $ 69.58

02/01/15 to 02/28/15

100,000 $ 88.15

03/01/15 to 03/31/15

50,000 $ 87.56

ProShares UltraShort Gold

01/01/15 to 01/31/15

$

02/01/15 to 02/28/15

50,000 $ 94.03

03/01/15 to 03/31/15

100,000 $ 101.53

ProShares UltraShort Silver

01/01/15 to 01/31/15

50,000 $ 86.90

02/01/15 to 02/28/15

$

03/01/15 to 03/31/15

100,000 $ 114.65

ProShares Short Euro

01/01/15 to 01/31/15

$

02/01/15 to 02/28/15

$

03/01/15 to 03/31/15

$

ProShares UltraShort Australian Dollar

01/01/15 to 01/31/15

02/01/15 to 02/28/15

$

03/01/15 to 03/31/15

150,000 $ 55.87

ProShares UltraShort Euro

01/01/15 to 01/31/15

1,400,000 $ 23.82

02/01/15 to 02/28/15

3,300,000 $ 24.00

03/01/15 to 03/31/15

1,750,000 $ 26.29

ProShares UltraShort Yen

01/01/15 to 01/31/15

300,000 $ 85.06

02/01/15 to 02/28/15

450,000 $ 87.41

03/01/15 to 03/31/15

900,000 $ 89.32

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ProShares Ultra Bloomberg Commodity

01/01/15 to 01/31/15

$

02/01/15 to 02/28/15

$

03/01/15 to 03/31/15

$

ProShares Ultra Bloomberg Crude Oil

01/01/15 to 01/31/15

$

02/01/15 to 02/28/15

12,850,000 $ 9.09

03/01/15 to 03/31/15

20,600,000 $ 7.64

ProShares Ultra Bloomberg Natural Gas

01/01/15 to 01/31/15

100,000 $ 17.57

02/01/15 to 02/28/15

600,000 $ 15.04

03/01/15 to 03/31/15

550,000 $ 13.33

ProShares Ultra Gold

01/01/15 to 01/31/15

100,000 $ 45.46

02/01/15 to 02/28/15

$

03/01/15 to 03/31/15

$

ProShares Ultra Silver

01/01/15 to 01/31/15

200,000 $ 43.96

02/01/15 to 02/28/15

$

03/01/15 to 03/31/15

250,000 $ 41.92

ProShares Ultra Australian Dollar

01/01/15 to 01/31/15

$

02/01/15 to 02/28/15

$

03/01/15 to 03/31/15

$

ProShares Ultra Euro

01/01/15 to 01/31/15

$

02/01/15 to 02/28/15

$

03/01/15 to 03/31/15

$

ProShares Ultra Yen

01/01/15 to 01/31/15

$

02/01/15 to 02/28/15

$

03/01/15 to 03/31/15

50,000 $ 13.74

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit
No.

Description of Document

31.1 Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
31.2 Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
32.1 Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
32.2 Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
101.INS XBRL Instance Document(1)
101.SCH XBRL Taxonomy Extension Schema(1)
101.CAL XBRL Taxonomy Extension Calculation Linkbase(1)
101.DEF XBRL Taxonomy Extension Definition Linkbase(1)
101.LAB XBRL Taxonomy Extension Label Linkbase(1)
101.PRE XBRL Taxonomy Extension Presentation Linkbase(1)

(1) Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PROSHARES TRUST II

/s/ Todd Johnson
By: Todd Johnson
Principal Executive Officer

Date: May 11, 2015

/s/ Edward Karpowicz

By: Edward Karpowicz

Principal Financial Officer

Date: May 11, 2015

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