AGQ 10-Q Quarterly Report June 30, 2015 | Alphaminr
ProShares Trust II

AGQ 10-Q Quarter ended June 30, 2015

PROSHARES TRUST II
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10-Q 1 d928000d10q.htm FORM 10-Q Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

for the quarterly period ended June 30, 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.

150

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

202

Item 4. Controls and Procedures.

219

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

220

Item 1A. Risk Factors.

220

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

220

Item 3. Defaults Upon Senior Securities.

224

Item 4. Mine Safety Disclosures.

224

Item 5. Other Information.

224

Item 6. Exhibits.

225


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 Euro

97

ProShares Ultra Yen

102

ProShares Trust II

107

Notes to Financial Statements

111

1


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 9,055,633 $ 6,135,185

Segregated cash balances with brokers for futures contracts

290,351 195,142

Receivable on open futures contracts

17,445

Offering costs (Note 5)

16,762 49,384

Limitation by Sponsor

11,498 9,474

Total assets

9,374,244 6,406,630

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

84,166

Brokerage commissions and fees payable

164

Payable for offering costs

65,785 65,785

Total liabilities

150,115 65,785

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

9,224,129 6,340,845

Total liabilities and shareholders’ equity

$ 9,374,244 $ 6,406,630

Shares outstanding

450,010 300,010

Net asset value per share

$ 20.50 $ 21.14

Market value per share (Note 2)

$ 20.90 $ 21.28

See accompanying notes to financial statements.

2


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Futures Contracts Purchased††

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

RBOB Gasoline Futures - NYMEX, expires August 2015

2 $ 172,150 $ 3,398

British Pound Fx Currency Futures - CME, expires September 2015

6 589,688 15,794

Cocoa Futures - ICE, expires September 2015

15 490,350 21,520

Copper Futures - COMEX, expires September 2015

4 261,500 (10,888 )

Copper Mini Futures - COMEX, expires September 2015

2 65,350 (1,100 )

Swiss Franc Fx Currency Futures - CME, expires September 2015

2 268,050 (238 )

Live Cattle Futures - CME, expires October 2015

7 421,960

WTI Crude Oil Futures - NYMEX, expires December 2015

2 121,560 840

NY Harbor ULSD Futures - NYMEX, December 2015

2 164,447 (8,135 )

$ 21,191

Futures Contracts Sold††

Gold 100 OZ Futures - COMEX, expires August 2015

2 $ 234,360 $ (30 )

Gold Mini Futures - ICE, expires August 2015

2 75,347 1,436

Lean Hogs Futures - CME, expires August 2015

11 327,250 26,870

Natural Gas Futures - NYMEX, expires August 2015

8 226,560 (11,900 )

Australian Dollar Fx Currency Futures - CME, expires September 2015

6 461,100 (1,810 )

Canadian Dollar Fx Currency Futures - CME, expires September 2015

5 399,900 540

Coffee ‘C’ Futures - ICE, expires September 2015

4 198,600 5,344

Corn Futures - CBT, expires September 2015

14 295,400 (40,088 )

Euro Fx Currency Futures - CME, expires September 2015

3 418,350 4,100

Japanese Yen Fx Currency Futures - CME, expires September 2015

6 613,725 (8,775 )

Silver Futures - COMEX, expires September 2015

1 77,905 2,745

Silver Mini Futures - ICE, expires September 2015

4 62,324 2,890

US 10 YR Note Futures - CBT, expires September 2015

10 1,261,719 (5,844 )

US Treasury Long Bond Futures - CBT, expires September 2015

6 905,063 13,188

Wheat Futures - CBT, expires September 2015

11 338,663 (55,875 )

Sugar #11 Futures - CBT, expires October 2015

18 251,395 (1,512 )

Soybean Futures - CBT, expires November 2015

7 363,037 (41,575 )

Cotton No. 2 Futures - ICE, expires December 2015

10 339,550 (16,015 )

$ (126,311 )

†† Cash collateral in the amount of $290,351 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.

See accompanying notes to financial statements.

3


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY*

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Three months ended
June 30, 2015
Six months ended
June 30, 2015

Investment Income

Interest

$ $

Expenses

Brokerage commissions and fees

2,184 3,518

Offering costs

16,401 32,622

Limitation by Sponsor

(490 ) (2,024 )

Total expenses

18,095 34,116

Net investment income (loss)

(18,095 ) (34,116 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(200,957 ) (81,705 )

Net realized gain (loss)

(200,957 ) (81,705 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(188,353 ) (209,447 )

Change in net unrealized appreciation/depreciation

(188,353 ) (209,447 )

Net realized and unrealized gain (loss)

(389,310 ) (291,152 )

Net income (loss)

$ (407,405 ) $ (325,268 )

Net income (loss) per weighted-average share

$ (1.00 ) $ (0.84 )

Weighted-average shares outstanding

406,603 388,408

* Since the Fund commenced investment operations on October 1, 2014, the Statements of Operations for the three and six months ended June 30, 2014 have 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 SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 6,340,845

Addition of 250,000 shares

5,348,655

Redemption of 100,000 shares

(2,140,103 )

Net addition (redemption) of 150,000 shares

3,208,552

Net investment income (loss)

(34,116 )

Net realized gain (loss)

(81,705 )

Change in net unrealized appreciation/depreciation

(209,447 )

Net income (loss)

(325,268 )

Shareholders’ equity, at June 30, 2015

$ 9,224,129

See accompanying notes to financial statements.

5


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY*

STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Six months ended
June 30, 2015

Cash flow from operating activities

Net income (loss)

$ (325,268 )

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

(95,209 )

Decrease (Increase) in receivable on futures contracts

17,445

Decrease (Increase) in Limitation by Sponsor

(2,024 )

Change in offering cost

32,622

Increase (Decrease) in brokerage commissions and fees payable

164

Increase (Decrease) in payable on futures contracts

84,166

Net cash provided by (used in) operating activities

(288,104 )

Cash flow from financing activities

Proceeds from addition of shares

5,348,655

Payment on shares redeemed

(2,140,103 )

Net cash provided by (used in) financing activities

3,208,552

Net increase (decrease) in cash

2,920,448

Cash, beginning of period

6,135,185

Cash, end of period

$ 9,055,633

* Since the Fund commenced investment operations on October 1, 2014, the Statement of Cash Flows for the six months ended June 30, 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

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 3,084,355 $ 1,694,791

Segregated cash balances with brokers for futures contracts

29,398,985 18,439,750

Short-term U.S. government and agency obligations (Note 3) (cost $136,682,422 and $82,086,464, respectively)

136,684,757 82,088,299

Receivable on open futures contracts

591,543 9,317,236

Total assets

169,759,640 111,540,076

Liabilities and shareholders’ equity

Liabilities

Management fee payable

104,465 80,751

Total liabilities

104,465 80,751

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

169,655,175 111,459,325

Total liabilities and shareholders’ equity

$ 169,759,640 $ 111,540,076

Shares outstanding

12,549,812 5,324,812

Net asset value per share

$ 13.52 $ 20.93

Market value per share (Note 2)

$ 13.42 $ 20.99

See accompanying notes to financial statements.

7


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(81% of shareholders’ equity)

U.S. Treasury Bills:

0.025% due 07/09/15

$ 11,774,000 $ 11,774,013

0.033% due 07/16/15

9,802,000 9,801,857

0.021% due 07/23/15

25,192,000 25,191,922

0.035% due 07/30/15

907,000 906,985

0.057% due 08/06/15†

7,920,000 7,919,960

0.045% due 08/13/15†

23,649,000 23,648,719

0.015% due 08/20/15

16,187,000 16,186,775

0.010% due 09/03/15†

17,438,000 17,437,845

0.005% due 09/10/15

4,764,000 4,764,094

0.013% due 10/08/15†

6,229,000 6,228,829

0.025% due 11/05/15

4,104,000 4,103,783

0.030% due 11/19/15†

8,721,000 8,719,975

Total short-term U.S. government and agency obligations (cost $136,682,422)

$ 136,684,757

Futures Contracts Purchased††

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

VIX Futures - CBOE, expires July 2015

5,705 $ 98,839,125 $ 8,697,623

VIX Futures - CBOE, expires August 2015

4,075 70,803,125 5,212,834

$ 13,910,457

All or partial amount pledged as collateral for futures contracts.
†† Cash collateral in the amount of $29,398,985 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.

See accompanying notes to financial statements.

8


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 11,228 $ 10,546 $ 21,135 $ 34,214

Expenses

Management fee

316,922 236,584 560,322 614,049

Brokerage commissions and fees

25,893 66,872

Total expenses

342,815 236,584 627,194 614,049

Net investment income (loss)

(331,587 ) (226,038 ) (606,059 ) (579,835 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(51,589,586 ) (41,227,047 ) (60,567,916 ) (25,447,340 )

Short-term U.S. government and agency obligations

1,009 4,626 3,163 11,232

Net realized gain (loss)

(51,588,577 ) (41,222,421 ) (60,564,753 ) (25,436,108 )

Change in net unrealized appreciation/depreciation on

Futures contracts

19,016,568 (1,586,521 ) 7,645,837 10,039,200

Short-term U.S. government and agency obligations

1,644 (2,529 ) 500 (7,113 )

Change in net unrealized appreciation/depreciation

19,018,212 (1,589,050 ) 7,646,337 10,032,087

Net realized and unrealized gain (loss)

(32,570,365 ) (42,811,471 ) (52,918,416 ) (15,404,021 )

Net income (loss)

$ (32,901,952 ) $ (43,037,509 ) $ (53,524,475 ) $ (15,983,856 )

Net income (loss) per weighted-average share

$ (2.96 ) $ (9.29 ) $ (6.28 ) $ (2.97 )

Weighted-average shares outstanding

11,128,109 4,630,307 8,517,768 5,378,679

See accompanying notes to financial statements.

9


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 111,459,325

Addition of 8,675,000 shares

141,470,934

Redemption of 1,450,000 shares

(29,750,609 )

Net addition (redemption) of 7,225,000 shares

111,720,325

Net investment income (loss)

(606,059 )

Net realized gain (loss)

(60,564,753 )

Change in net unrealized appreciation/depreciation

7,646,337

Net income (loss)

(53,524,475 )

Shareholders’ equity, at June 30, 2015

$ 169,655,175

See accompanying notes to financial statements.

10


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (53,524,475 ) $ (15,983,856 )

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

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

(10,959,235 ) 43,238,750

Purchases of short term U.S. government and agency obligations

(295,455,703 ) (327,649,841 )

Proceeds from sales or maturities of short term U.S government and agency obligations

240,883,445 457,739,628

Net amortization and accretion on short-term U.S government and agency obligations

(20,537 ) (33,411 )

Net realized gain (loss) on investments

(3,163 ) (11,232 )

Change in unrealized appreciation/depreciation on investments

(500 ) 7,113

Decrease (Increase) in receivable on futures contracts

8,725,693 3,179,017

Increase (Decrease) in management fee payable

23,714 (134,792 )

Increase (Decrease) in payable on futures contracts

1,041,667

Net cash provided by (used in) operating activities

(110,330,761 ) 161,393,043

Cash flow from financing activities

Proceeds from addition of shares

141,470,934 99,763,141

Payment on shares redeemed

(29,750,609 ) (264,375,274 )

Net cash provided by (used in) financing activities

111,720,325 (164,612,133 )

Net increase (decrease) in cash

1,389,564 (3,219,090 )

Cash, beginning of period

1,694,791 4,333,752

Cash, end of period

$ 3,084,355 $ 1,114,662

See accompanying notes to financial statements.

11


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 460,067 $ 1,634,082

Segregated cash balances with brokers for futures contracts

1,212,145 1,906,950

Short-term U.S. government and agency obligations (Note 3) (cost $26,189,361 and $24,104,754, respectively)

26,189,554 24,105,906

Receivable on open futures contracts

307,718 1,783,328

Total assets

28,169,484 29,430,266

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

1,373,065 7,947,955

Management fee payable

18,552 22,736

Total liabilities

1,391,617 7,970,691

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

26,777,867 21,459,575

Total liabilities and shareholders’ equity

$ 28,169,484 $ 29,430,266

Shares outstanding

487,404 337,404

Net asset value per share

$ 54.94 $ 63.60

Market value per share (Note 2)

$ 54.31 $ 63.89

See accompanying notes to financial statements.

12


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(98% of shareholders’ equity)

U.S. Treasury Bills:

0.030% due 07/02/15

$ 1,020,000 $ 1,020,000

0.025% due 07/16/15

10,173,000 10,172,851

0.045% due 08/06/15†

1,103,000 1,102,995

0.013% due 08/20/15†

6,651,000 6,650,907

0.018% due 10/08/15†

7,243,000 7,242,801

Total short-term U.S. government and agency obligations (cost $26,189,361)

$ 26,189,554

Futures Contracts Purchased††

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

VIX Futures - CBOE, expires October 2015

286 $ 5,126,550 $ (186,400 )

VIX Futures - CBOE, expires November 2015

491 8,899,375 (202,165 )

VIX Futures - CBOE, expires December 2015

491 8,923,925 28,940

VIX Futures - CBOE, expires January 2016

205 3,828,375 59,280

$ (300,345 )

All or partial amount pledged as collateral for futures contracts.
†† Cash collateral in the amount of $1,212,145 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.

See accompanying notes to financial statements.

13


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 2,162 $ 4,925 $ 4,876 $ 10,253

Expenses

Management fee

56,030 102,112 114,266 217,448

Brokerage commissions and fees

3,926 11,963

Total expenses

59,956 102,112 126,229 217,448

Net investment income (loss)

(57,794 ) (97,187 ) (121,353 ) (207,195 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(3,050,039 ) (6,666,419 ) (2,923,368 ) (12,064,321 )

Short-term U.S. government and agency obligations

70 1,234 1,308 1,717

Net realized gain (loss)

(3,049,969 ) (6,665,185 ) (2,922,060 ) (12,062,604 )

Change in net unrealized appreciation/depreciation on

Futures contracts

200,045 (1,487,840 ) (561,010 ) 1,401,639

Short-term U.S. government and agency obligations

(392 ) (1,229 ) (959 ) (761 )

Change in net unrealized appreciation/depreciation

199,653 (1,489,069 ) (561,969 ) 1,400,878

Net realized and unrealized gain (loss)

(2,850,316 ) (8,154,254 ) (3,484,029 ) (10,661,726 )

Net income (loss)

$ (2,908,110 ) $ (8,251,441 ) $ (3,605,382 ) $ (10,868,921 )

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

$ (6.19 ) $ (11.88 ) $ (7.94 ) $ (15.39 )

Weighted-average shares outstanding (Note 1)

470,096 694,507 453,979 706,251

See accompanying notes to financial statements.

14


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 21,459,575

Addition of 300,000 shares

17,870,189

Redemption of 150,000 shares

(8,946,515 )

Net addition (redemption) of 150,000 shares

8,923,674

Net investment income (loss)

(121,353 )

Net realized gain (loss)

(2,922,060 )

Change in net unrealized appreciation/depreciation

(561,969 )

Net income (loss)

(3,605,382 )

Shareholders’ equity, at June 30, 2015

$ 26,777,867

See accompanying notes to financial statements.

15


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (3,605,382 ) $ (10,868,921 )

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

694,805 2,595,390

Purchases of short term U.S. government and agency obligations

(46,710,598 ) (78,211,081 )

Proceeds from sales or maturities of short term U.S government and agency obligations

44,632,175 89,881,259

Net amortization and accretion on short-term U.S government and agency obligations

(4,876 ) (10,252 )

Net realized gain (loss) on investments

(1,308 ) (1,717 )

Change in unrealized appreciation/depreciation on investments

959 761

Decrease (Increase) in receivable on futures contracts

1,475,610 100,734

Increase (Decrease) in management fee payable

(4,184 ) (14,497 )

Increase (Decrease) in payable on futures contracts

522,035

Net cash provided by (used in) operating activities

(3,522,799 ) 3,993,711

Cash flow from financing activities

Proceeds from addition of shares

17,870,189 33,853,464

Payment on shares redeemed

(15,521,405 ) (38,904,855 )

Net cash provided by (used in) financing activities

2,348,784 (5,051,391 )

Net increase (decrease) in cash

(1,174,015 ) (1,057,680 )

Cash, beginning of period

1,634,082 1,906,397

Cash, end of period

$ 460,067 $ 848,717

See accompanying notes to financial statements.

16


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 2,149,095 $ 9,122,219

Segregated cash balances with brokers for futures contracts

31,321,850 85,244,950

Short-term U.S. government and agency obligations (Note 3) (cost $126,568,523 and $446,972,637, respectively)

126,569,817 446,975,220

Receivable from capital shares sold

39,432,333

Total assets

199,473,095 541,342,389

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

3,358,781

Payable on open futures contracts

10,079,091 31,020,019

Management fee payable

143,880 407,465

Total liabilities

10,222,971 34,786,265

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

189,250,124 506,556,124

Total liabilities and shareholders’ equity

$ 199,473,095 $ 541,342,389

Shares outstanding

2,400,040 8,250,040

Net asset value per share

$ 78.85 $ 61.40

Market value per share (Note 2)

$ 79.06 $ 61.16

See accompanying notes to financial statements.

17


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(67% of shareholders’ equity)

U.S. Treasury Bills:

0.020% due 07/09/15

$ 1,876,000 $ 1,876,002

0.017% due 07/16/15

1,610,000 1,609,977

0.026% due 07/23/15

4,373,000 4,372,986

0.030% due 07/30/15

20,999,000 20,998,662

0.044% due 08/06/15

12,191,000 12,190,939

0.011% due 08/13/15†

22,452,000 22,451,733

0.005% due 09/03/15

1,276,000 1,275,988

0.012% due 09/10/15†

17,058,000 17,058,336

0.020% due 10/08/15

13,821,000 13,820,620

0.030% due 11/19/15

2,619,000 2,618,692

0.022% due 11/27/15

15,725,000 15,723,047

0.040% due 12/03/15

12,575,000 12,572,835

Total short-term U.S. government and agency obligations (cost $126,568,523)

$ 126,569,817

Futures Contracts Sold††

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

VIX Futures - CBOE, expires July 2015

6,365 $ 110,273,625 $ (10,991,306 )

VIX Futures - CBOE, expires August 2015

4,546 78,986,750 (5,588,355 )

$ (16,579,661 )

All or partial amount pledged as collateral for futures contracts.
†† Cash collateral in the amount of $31,321,850 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.

See accompanying notes to financial statements.

18


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 14,724 $ 20,024 $ 44,653 $ 44,229

Expenses

Management fee

544,083 486,704 1,583,663 990,622

Brokerage commissions and fees

310,729 273,431 793,570 564,757

Total expenses

854,812 760,135 2,377,233 1,555,379

Net investment income (loss)

(840,088 ) (740,111 ) (2,332,580 ) (1,511,150 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

86,037,110 73,536,615 109,848,395 76,268,051

Short-term U.S. government and agency obligations

7,368 7,145 30,637 9,959

Net realized gain (loss)

86,044,478 73,543,760 109,879,032 76,278,010

Change in net unrealized appreciation/depreciation on

Futures contracts

(23,571,645 ) 837,428 (227,512 ) 803,672

Short-term U.S. government and agency obligations

(1,807 ) (5,530 ) (1,289 ) (4,021 )

Change in net unrealized appreciation/depreciation

(23,573,452 ) 831,898 (228,801 ) 799,651

Net realized and unrealized gain (loss)

62,471,026 74,375,658 109,650,231 77,077,661

Net income (loss)

$ 61,630,938 $ 73,635,547 $ 107,317,651 $ 75,566,511

Net income (loss) per weighted-average share

$ 22.08 $ 25.23 $ 20.89 $ 23.59

Weighted-average shares outstanding

2,791,249 2,918,721 5,137,885 3,203,355

See accompanying notes to financial statements.

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Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 506,556,124

Addition of 4,550,000 shares

319,616,601

Redemption of 10,400,000 shares

(744,240,252 )

Net addition (redemption) of (5,850,000) shares

(424,623,651 )

Net investment income (loss)

(2,332,580 )

Net realized gain (loss)

109,879,032

Change in net unrealized appreciation/depreciation

(228,801 )

Net income (loss)

107,317,651

Shareholders’ equity, at June 30, 2015

$ 189,250,124

See accompanying notes to financial statements.

20


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ 107,317,651 $ 75,566,511

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

53,923,100 (4,636,150 )

Purchases of short term U.S. government and agency obligations

(732,814,078 ) (504,365,642 )

Proceeds from sales or maturities of short term U.S government and agency obligations

1,053,293,482 459,680,410

Net amortization and accretion on short-term U.S government and agency obligations

(44,653 ) (44,208 )

Net realized gain (loss) on investments

(30,637 ) (9,959 )

Change in unrealized appreciation/depreciation on investments

1,289 4,021

Decrease (Increase) in receivable on futures contracts

603,833

Increase (Decrease) in management fee payable

(263,585 ) 51,213

Increase (Decrease) in payable on futures contracts

(20,940,928 ) 14,181

Net cash provided by (used in) operating activities

460,441,641 26,864,210

Cash flow from financing activities

Proceeds from addition of shares

280,184,268 238,228,573

Payment on shares redeemed

(747,599,033 ) (265,709,787 )

Net cash provided by (used in) financing activities

(467,414,765 ) (27,481,214 )

Net increase (decrease) in cash

(6,973,124 ) (617,004 )

Cash, beginning of period

9,122,219 2,153,370

Cash, end of period

$ 2,149,095 $ 1,536,366

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 7,162,315 $ 3,737,292

Segregated cash balances with brokers for futures contracts

75,094,015 116,907,700

Short-term U.S. government and agency obligations (Note 3) (cost $426,837,527 and $182,641,263, respectively)

426,846,403 182,639,188

Receivable from capital shares sold

12,549,248

Receivable on open futures contracts

128,547,455 42,531,441

Total assets

637,650,188 358,364,869

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

205,392,340 6,272,056

Management fee payable

335,660 302,860

Total liabilities

205,728,000 6,574,916

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

431,922,188 351,789,953

Total liabilities and shareholders’ equity

$ 637,650,188 $ 358,364,869

Shares outstanding (Note 1)

9,702,448 2,804,020

Net asset value per share (Note 1)

$ 44.52 $ 125.46

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

$ 43.96 $ 125.75

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(99% of shareholders’ equity)

U.S. Treasury Bills:

0.015% due 07/02/15

$ 8,100,000 $ 8,099,997

0.026% due 07/09/15

29,718,000 29,718,033

0.016% due 07/16/15

4,072,000 4,071,941

0.007% due 07/23/15

4,496,000 4,495,986

0.028% due 07/30/15

54,790,000 54,789,118

0.041% due 08/06/15

72,685,000 72,684,637

0.004% due 08/13/15†

34,917,000 34,916,584

0.012% due 08/20/15†

13,963,000 13,962,806

0.004% due 09/03/15†

49,914,000 49,913,556

0.010% due 09/10/15†

6,212,000 6,212,122

0.019% due 10/08/15†

25,044,000 25,043,311

0.027% due 11/05/15†

121,403,000 121,396,578

0.027% due 12/03/15

1,542,000 1,541,734

Total short-term U.S. government and agency obligations (cost $426,837,527)

$ 426,846,403

Futures Contracts Purchased††

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

VIX Futures - CBOE, expires July 2015

29,050 $ 503,291,250 $ 54,962,209

VIX Futures - CBOE, expires August 2015

20,747 360,479,125 33,540,301

$ 88,502,510

All or partial amount pledged as collateral for futures contracts.
†† Cash collateral in the amount of $75,094,015 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.

See accompanying notes to financial statements.

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PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 32,035 $ 20,656 $ 64,494 $ 41,932

Expenses

Management fee

1,219,938 789,047 2,398,700 1,375,179

Brokerage commissions and fees

815,208 650,481 1,718,518 1,169,928

Total expenses

2,035,146 1,439,528 4,117,218 2,545,107

Net investment income (loss)

(2,003,111 ) (1,418,872 ) (4,052,724 ) (2,503,175 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(401,789,858 ) (247,176,983 ) (536,883,084 ) (250,723,287 )

Short-term U.S. government and agency obligations

12,427 14,978 16,499 14,064

Net realized gain (loss)

(401,777,431 ) (247,162,005 ) (536,866,585 ) (250,709,223 )

Change in net unrealized appreciation/depreciation on

Futures contracts

137,428,203 (10,831,519 ) 48,917,257 (16,523,435 )

Short-term U.S. government and agency obligations

10,939 (6,498 ) 10,951 (3,956 )

Change in net unrealized appreciation/depreciation

137,439,142 (10,838,017 ) 48,928,208 (16,527,391 )

Net realized and unrealized gain (loss)

(264,338,289 ) (258,000,022 ) (487,938,377 ) (267,236,614 )

Net income (loss)

$ (266,341,400 ) $ (259,418,894 ) $ (491,991,101 ) $ (269,739,789 )

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

$ (24.06 ) $ (163.10 ) $ (60.91 ) $ (230.73 )

Weighted-average shares outstanding (Note 1)

11,067,822 1,590,503 8,077,147 1,169,053

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 SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 351,789,953

Addition of 23,480,000 shares (Note 1)

1,551,088,803

Redemption of 16,581,572 shares (Note 1)

(978,965,467 )

Net addition (redemption) of 6,898,428 shares (Note 1)

572,123,336

Net investment income (loss)

(4,052,724 )

Net realized gain (loss)

(536,866,585 )

Change in net unrealized appreciation/depreciation

48,928,208

Net income (loss)

(491,991,101 )

Shareholders’ equity, at June 30, 2015

$ 431,922,188

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (491,991,101 ) $ (269,739,789 )

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

41,813,685 (17,553,050 )

Purchases of short term U.S. government and agency obligations

(1,853,422,707 ) (1,073,238,874 )

Proceeds from sales or maturities of short term U.S government and agency obligations

1,609,307,436 1,004,907,973

Net amortization and accretion on short-term U.S government and agency obligations

(64,494 ) (41,931 )

Net realized gain (loss) on investments

(16,499 ) (14,064 )

Change in unrealized appreciation/depreciation on investments

(10,951 ) 3,956

Decrease (Increase) in receivable on futures contracts

(86,016,014 )

Increase (Decrease) in management fee payable

32,800 72,107

Increase (Decrease) in payable on futures contracts

2,345,879

Net cash provided by (used in) operating activities

(780,367,845 ) (353,257,793 )

Cash flow from financing activities

Proceeds from addition of shares

1,563,638,051 757,101,547

Payment on shares redeemed

(779,845,183 ) (398,639,195 )

Net cash provided by (used in) financing activities

783,792,868 358,462,352

Net increase (decrease) in cash

3,425,023 5,204,559

Cash, beginning of period

3,737,292 2,240,977

Cash, end of period

$ 7,162,315 $ 7,445,536

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 546,335 $ 467,766

Short-term U.S. government and agency obligations (Note 3) (cost $4,911,647 and $4,233,396, respectively)

4,911,681 4,233,548

Unrealized appreciation on swap agreements

567,259

Total assets

5,458,016 5,268,573

Liabilities and shareholders’ equity

Liabilities

Management fee payable

4,244 3,867

Unrealized depreciation on swap agreements

237,572

Total liabilities

241,816 3,867

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

5,216,200 5,264,706

Total liabilities and shareholders’ equity

$ 5,458,016 $ 5,268,573

Shares outstanding

59,997 59,997

Net asset value per share

$ 86.94 $ 87.75

Market value per share (Note 2)

$ 88.96 $ 87.44

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT BLOOMBERG COMMODITY

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(94% of shareholders’ equity)

U.S. Treasury Bills:

0.050% due 07/09/15†

$ 828,000 $ 828,001

0.022% due 07/23/15†

2,268,000 2,267,993

0.040% due 12/03/15

1,816,000 1,815,687

Total short-term U.S. government and agency obligations (cost $4,911,647)

$ 4,911,681

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 % 07/06/15 $ (4,657,215 ) $ (98,160 )

Swap agreement with Goldman Sachs International based on Bloomberg Commodity Index

0.25 07/06/15 (4,065,285 ) (104,060 )

Swap agreement with UBS AG based on Bloomberg Commodity Index

0.60 07/06/15 (1,705,006 ) (35,352 )

$ (237,572 )

All or partial amount pledged as collateral for swap agreements.
^ The positions and counterparties herein are as of June 30, 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 June 30, 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.

28


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PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 468 $ 344 $ 996 $ 652

Expenses

Management fee

12,741 7,611 25,587 15,910

Total expenses

12,741 7,611 25,587 15,910

Net investment income (loss)

(12,273 ) (7,267 ) (24,591 ) (15,258 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Swap agreements

(75,531 ) 130,061 781,018 (505,634 )

Short-term U.S. government and agency obligations

16 16

Net realized gain (loss)

(75,515 ) 130,061 781,034 (505,634 )

Change in net unrealized appreciation/depreciation on

Swap agreements

(514,197 ) (151,988 ) (804,831 ) (22,054 )

Short-term U.S. government and agency obligations

(178 ) (120 ) (118 ) (65 )

Change in net unrealized appreciation/depreciation

(514,375 ) (152,108 ) (804,949 ) (22,119 )

Net realized and unrealized gain (loss)

(589,890 ) (22,047 ) (23,915 ) (527,753 )

Net income (loss)

$ (602,163 ) $ (29,314 ) $ (48,506 ) $ (543,011 )

Net income (loss) per weighted-average share

$ (10.04 ) $ (0.49 ) $ (0.81 ) $ (9.05 )

Weighted-average shares outstanding

59,997 59,997 59,997 59,997

See accompanying notes to financial statements.

29


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PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 5,264,706

Net investment income (loss)

(24,591 )

Net realized gain (loss)

781,034

Change in net unrealized appreciation/depreciation

(804,949 )

Net income (loss)

(48,506 )

Shareholders’ equity, at June 30, 2015

$ 5,216,200

See accompanying notes to financial statements.

30


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PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (48,506 ) $ (543,011 )

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

Purchases of short term U.S. government and agency obligations

(5,839,238 ) (4,837,078 )

Proceeds from sales or maturities of short term U.S government and agency obligations

5,161,999 5,315,928

Net amortization and accretion on short-term U.S government and agency obligations

(996 ) (652 )

Net realized gain (loss) on investments

(16 )

Change in unrealized appreciation/depreciation on investments

804,949 22,119

Increase (Decrease) in management fee payable

377 (504 )

Net cash provided by (used in) operating activities

78,569 (43,198 )

Cash flow from financing activities

Net increase (decrease) in cash

78,569 (43,198 )

Cash, beginning of period

467,766 374,245

Cash, end of period

$ 546,335 $ 331,047

See accompanying notes to financial statements.

31


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 1,413,592 $ 994,268

Segregated cash balances with brokers for futures contracts

7,966,466 12,292,665

Short-term U.S. government and agency obligations (Note 3) (cost $192,082,217 and $131,592,367, respectively)

192,083,366 131,594,608

Unrealized appreciation on swap agreements

27,018,077

Receivable on open futures contracts

1,293,531

Total assets

201,463,424 173,193,149

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

11,823,599 3,854,654

Payable on open futures contracts

2,905,734

Brokerage commissions and fees payable

7,235

Management fee payable

188,255 128,385

Unrealized depreciation on swap agreements

6,446,318

Total liabilities

21,371,141 3,983,039

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

180,092,283 169,210,110

Total liabilities and shareholders’ equity

$ 201,463,424 $ 173,193,149

Shares outstanding

3,169,944 2,169,944

Net asset value per share

$ 56.81 $ 77.98

Market value per share (Note 2)

$ 57.12 $ 76.52

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(107% of shareholders’ equity)

U.S. Treasury Bills:

0.025% due 07/02/15

$ 5,165,000 $ 5,164,998

0.019% due 07/09/15

8,031,000 8,031,009

0.017% due 07/16/15

21,736,000 21,735,683

0.007% due 07/23/15

11,313,000 11,312,965

0.035% due 07/30/15

6,214,000 6,213,900

0.050% due 08/06/15

14,741,000 14,740,926

0.011% due 08/13/15†

32,832,000 32,831,609

0.014% due 08/20/15†

14,759,000 14,758,795

0.005% due 09/03/15†

325,000 324,997

0.014% due 09/10/15†

29,864,000 29,864,588

0.015% due 10/01/15†

24,834,000 24,832,731

0.019% due 10/08/15

6,914,000 6,913,810

0.027% due 12/03/15

15,360,000 15,357,355

Total short-term U.S. government and agency obligations (cost $192,082,217)

$ 192,083,366

Futures Contracts Sold††

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

Crude Oil - NYMEX, expires September 2015

2,785 $ 166,626,550 $ 4,228,226

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 % 07/06/15 $ (57,550,283 ) $ (1,757,905 )

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

0.25 07/06/15 (56,799,973 ) (2,081,349 )

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

0.25 07/06/15 (24,458,958 ) (664,936 )

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

0.25 07/06/15 (54,734,615 ) (1,942,128 )

$ (6,446,318 )

All or partial amount pledged as collateral for swap agreements and/or futures contracts.
†† Cash collateral in the amount of $ 7,966,466 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.
^ The positions and counterparties herein are as of June 30, 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 June 30, 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 AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 15,983 $ 39,315 $ 36,495 $ 76,288

Expenses

Management fee

667,767 841,703 1,271,602 1,465,256

Brokerage commissions and fees

80,858 26,969 125,143 39,662

Total expenses

748,625 868,672 1,396,745 1,504,918

Net investment income (loss)

(732,642 ) (829,357 ) (1,360,250 ) (1,428,630 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(39,231,996 ) (20,355,928 ) (21,125,276 ) (23,267,179 )

Swap agreements

(44,473,232 ) (11,211,080 ) (17,930,080 ) (20,577,830 )

Short-term U.S. government and agency obligations

7,606 5,028 15,490 10,317

Net realized gain (loss)

(83,697,622 ) (31,561,980 ) (39,039,866 ) (43,834,692 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(13,178,035 ) 1,095,673 (11,578,377 ) (3,935,868 )

Swap agreements

(33,303,791 ) (15,412,221 ) (33,464,395 ) (13,772,252 )

Short-term U.S. government and agency obligations

5,175 (6,758 ) (1,092 ) (8,636 )

Change in net unrealized appreciation/depreciation

(46,476,651 ) (14,323,306 ) (45,043,864 ) (17,716,756 )

Net realized and unrealized gain (loss)

(130,174,273 ) (45,885,286 ) (84,083,730 ) (61,551,448 )

Net income (loss)

$ (130,906,915 ) $ (46,714,643 ) $ (85,443,980 ) $ (62,980,078 )

Net income (loss) per weighted-average share

$ (27.95 ) $ (3.51 ) $ (21.92 ) $ (5.72 )

Weighted-average shares outstanding

4,684,230 13,303,460 3,898,397 11,008,342

See accompanying notes to financial statements.

34


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 169,210,110

Addition of 9,150,000 shares

647,090,294

Redemption of 8,150,000 shares

(550,764,141 )

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

96,326,153

Net investment income (loss)

(1,360,250 )

Net realized gain (loss)

(39,039,866 )

Change in net unrealized appreciation/depreciation

(45,043,864 )

Net income (loss)

(85,443,980 )

Shareholders’ equity, at June 30, 2015

$ 180,092,283

See accompanying notes to financial statements.

35


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (85,443,980 ) $ (62,980,078 )

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

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

4,326,199 (1,520,805 )

Purchases of short term U.S. government and agency obligations

(834,055,056 ) (621,595,229 )

Proceeds from sales or maturities of short term U.S government and agency obligations

773,617,191 504,823,217

Net amortization and accretion on short-term U.S government and agency obligations

(36,495 ) (76,287 )

Net realized gain (loss) on investments

(15,490 ) (10,317 )

Change in unrealized appreciation/depreciation on investments

33,465,487 13,780,888

Decrease (Increase) in receivable on futures contracts

1,293,531 725,711

Increase (Decrease) in management fee payable

59,870 82,341

Increase (Decrease) in brokerage commissions and fees payable

7,235

Increase (Decrease) in payable on futures contracts

2,905,734

Net cash provided by (used in) operating activities

(103,875,774 ) (166,770,559 )

Cash flow from financing activities

Proceeds from addition of shares

647,090,294 414,862,542

Payment on shares redeemed

(542,795,196 ) (245,343,028 )

Net cash provided by (used in) financing activities

104,295,098 169,519,514

Net increase (decrease) in cash

419,324 2,748,955

Cash, beginning of period

994,268 1,872,915

Cash, end of period

$ 1,413,592 $ 4,621,870

See accompanying notes to financial statements.

36


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 350,982 $ 696,743

Segregated cash balances with brokers for futures contracts

1,294,109 4,405,830

Short-term U.S. government and agency obligations (Note 3) (cost $11,620,682 and $8,672,527, respectively)

11,620,751 8,672,710

Receivable on open futures contracts

923,531

Total assets

13,265,842 14,698,814

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

167,820

Brokerage commissions and fees payable

1,302

Management fee payable

10,869 10,250

Total liabilities

179,991 10,250

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

13,085,851 14,688,564

Total liabilities and shareholders’ equity

$ 13,265,842 $ 14,698,814

Shares outstanding

174,952 174,952

Net asset value per share

$ 74.80 $ 83.96

Market value per share (Note 2)

$ 75.20 $ 82.03

See accompanying notes to financial statements.

37


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(89% of shareholders’ equity)

U.S. Treasury Bills:

0.016% due 07/02/15

$ 2,730,000 $ 2,729,999

0.012% due 08/13/15

1,650,000 1,649,980

0.014% due 08/20/15†

4,567,000 4,566,937

0.010% due 09/10/15

1,086,000 1,086,022

0.030% due 11/19/15†

1,588,000 1,587,813

Total short-term U.S. government and agency obligations (cost $11,620,682)

$ 11,620,751

Futures Contracts Sold††

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

Natural Gas - NYMEX, expires September 2015

921 $ 26,174,820$ $ 27,059

All or partial amount pledged as collateral for futures contracts.
†† Cash collateral in the amount of $1,294,109 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.

See accompanying notes to financial statements.

38


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 595 $ 6,257 $ 1,580 $ 12,940

Expenses

Management fee

29,314 147,249 57,687 279,055

Brokerage commissions and fees

19,343 31,290 33,542 61,752

Total expenses

48,657 178,539 91,229 340,807

Net investment income (loss)

(48,062 ) (172,282 ) (89,649 ) (327,867 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(77,627 ) (1,970,509 ) 5,101,641 (11,185,543 )

Short-term U.S. government and agency obligations

141 2,385 589 4,437

Net realized gain (loss)

(77,486 ) (1,968,124 ) 5,102,230 (11,181,106 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(832,681 ) (2,011,476 ) (3,914,406 ) 1,425,544

Short-term U.S. government and agency obligations

61 (2,780 ) (114 ) (537 )

Change in net unrealized appreciation/depreciation

(832,620 ) (2,014,256 ) (3,914,520 ) 1,425,007

Net realized and unrealized gain (loss)

(910,106 ) (3,982,380 ) 1,187,710 (9,756,099 )

Net income (loss)

$ (958,168 ) $ (4,154,662 ) $ 1,098,061 $ (10,083,966 )

Net income (loss) per weighted-average share

$ (6.24 ) $ (2.64 ) $ 7.20 $ (7.08 )

Weighted-average shares outstanding

153,522 1,575,501 152,575 1,423,847

See accompanying notes to financial statements.

39


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 14,688,564

Addition of 300,000 shares

22,390,130

Redemption of 300,000 shares

(25,090,904 )

Net addition (redemption) of 0 shares

(2,700,774 )

Net investment income (loss)

(89,649 )

Net realized gain (loss)

5,102,230

Change in net unrealized appreciation/depreciation

(3,914,520 )

Net income (loss)

1,098,061

Shareholders’ equity, at June 30, 2015

$ 13,085,851

See accompanying notes to financial statements.

40


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ 1,098,061 $ (10,083,966 )

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

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

3,111,721 (4,015,880 )

Purchases of short term U.S. government and agency obligations

(29,481,843 ) (161,823,598 )

Proceeds from sales or maturities of short term U.S government and agency obligations

26,535,857 135,987,338

Net amortization and accretion on short-term U.S government and agency obligations

(1,580 ) (12,939 )

Net realized gain (loss) on investments

(589 ) (4,437 )

Change in unrealized appreciation/depreciation on investments

114 537

Decrease (Increase) in receivable on futures contracts

923,531 1,520,548

Increase (Decrease) in management fee payable

619 33,021

Increase (Decrease) in brokerage commissions and fees payable

1,302

Increase (Decrease) in payable on futures contracts

167,820 730,316

Net cash provided by (used in) operating activities

2,355,013 (37,669,060 )

Cash flow from financing activities

Proceeds from addition of shares

22,390,130 100,908,495

Payment on shares redeemed

(25,090,904 ) (59,773,293 )

Net cash provided by (used in) financing activities

(2,700,774 ) 41,135,202

Net increase (decrease) in cash

(345,761 ) 3,466,142

Cash, beginning of period

696,743 564,647

Cash, end of period

$ 350,982 $ 4,030,789

See accompanying notes to financial statements.

41


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 147,666 $ 162,434

Segregated cash balances with brokers for futures contracts

8,250 8,800

Short-term U.S. government and agency obligations (Note 3) (cost $73,846,771 and $84,038,905, respectively)

73,848,088 84,040,107

Unrealized appreciation on forward agreements

45,873

Receivable on open futures contracts

1,440 3,260

Total assets

74,051,317 84,214,601

Liabilities and shareholders’ equity

Liabilities

Management fee payable

56,798 70,061

Unrealized depreciation on forward agreements

42,845 2,282,778

Total liabilities

99,643 2,352,839

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

73,951,674 81,861,762

Total liabilities and shareholders’ equity

$ 74,051,317 $ 84,214,601

Shares outstanding

746,978 846,978

Net asset value per share

$ 99.00 $ 96.65

Market value per share (Note 2)

$ 98.82 $ 100.22

See accompanying notes to financial statements.

42


Table of Contents

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(100% of shareholders’ equity)

U.S. Treasury Bills:

0.023% due 07/02/15

$ 5,189,000 $ 5,188,998

0.019% due 07/16/15

4,234,000 4,233,938

0.022% due 07/23/15†

5,151,000 5,150,984

0.020% due 07/30/15

3,015,000 3,014,952

0.045% due 08/06/15

2,915,000 2,914,985

0.043% due 08/13/15†

22,878,000 22,877,728

0.015% due 08/20/15†

26,658,000 26,657,630

0.010% due 09/10/15†

2,340,000 2,340,046

0.030% due 11/19/15

1,469,000 1,468,827

Total short-term U.S. government and agency obligations (cost $73,846,771)

$ 73,848,088

Futures Contracts Sold††

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

Gold Futures - COMEX, expires August 2015

2 $ 234,360 $ 10,370

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

0.03 % 07/06/15 $ (60,800 ) $ (71,199,840 ) $ (26,035 )

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

0.22 07/06/15 (27,198 ) (31,849,946 ) (16,810 )

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

0.33 07/06/15 (12,300 ) (14,403,669 ) 19,085

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

0.24 07/06/15 (25,850 ) (30,271,126 ) 26,788

$ 3,028

All or partial amount pledged as collateral for forward agreements and/or futures contracts.
†† Cash collateral in the amount of $8,250 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.
^ The positions and counterparties herein are as of June 30, 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 June 30, 2015, on the notional amount of the swap 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 AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 6,595 $ 12,750 $ 14,791 $ 27,945

Expenses

Management fee

174,020 231,431 367,896 496,983

Brokerage commissions and fees

9 8 25 24

Total expenses

174,029 231,439 367,921 497,007

Net investment income (loss)

(167,434 ) (218,689 ) (353,130 ) (469,062 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(14,000 ) 14,130 (12,000 ) (4,430 )

Forward agreements

(511,529 ) 13,861,265 1,405,001 (8,269,862 )

Short-term U.S. government and agency obligations

176 716 (424 ) 2,211

Net realized gain (loss)

(525,353 ) 13,876,111 1,392,577 (8,272,081 )

Change in net unrealized appreciation/depreciation on

Futures contracts

16,410 (21,700 ) 14,890 (19,360 )

Forward agreements

1,585,109 (19,115,270 ) 2,285,806 (16,216,561 )

Short-term U.S. government and agency obligations

1,351 (1,186 ) 115 2,343

Change in net unrealized appreciation/depreciation

1,602,870 (19,138,156 ) 2,300,811 (16,233,578 )

Net realized and unrealized gain (loss)

1,077,517 (5,262,045 ) 3,693,388 (24,505,659 )

Net income (loss)

$ 910,083 $ (5,480,734 ) $ 3,340,258 $ (24,974,721 )

Net income (loss) per weighted-average share

$ 1.19 $ (4.94 ) $ 4.06 $ (21.04 )

Weighted-average shares outstanding

763,461 1,109,065 822,115 1,186,757

See accompanying notes to financial statements.

44


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 81,861,762

Addition of 100,000 shares

8,523,330

Redemption of 200,000 shares

(19,773,676 )

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

(11,250,346 )

Net investment income (loss)

(353,130 )

Net realized gain (loss)

1,392,577

Change in net unrealized appreciation/depreciation

2,300,811

Net income (loss)

3,340,258

Shareholders’ equity, at June 30, 2015

$ 73,951,674

See accompanying notes to financial statements.

45


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ 3,340,258 $ (24,974,721 )

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

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

550 2,750

Purchases of short term U.S. government and agency obligations

(103,783,368 ) (158,975,980 )

Proceeds from sales or maturities of short term U.S government and agency obligations

113,989,869 213,795,555

Net amortization and accretion on short-term U.S government and agency obligations

(14,791 ) (27,915 )

Net realized gain (loss) on investments

424 (2,211 )

Change in unrealized appreciation/depreciation on investments

(2,285,921 ) 16,214,218

Decrease (Increase) in receivable on futures contracts

1,820 300

Increase (Decrease) in management fee payable

(13,263 ) (49,576 )

Increase (Decrease) in payable on futures contracts

1,000

Net cash provided by (used in) operating activities

11,235,578 45,983,420

Cash flow from financing activities

Proceeds from addition of shares

8,523,330 36,818,943

Payment on shares redeemed

(19,773,676 ) (82,812,701 )

Net cash provided by (used in) financing activities

(11,250,346 ) (45,993,758 )

Net increase (decrease) in cash

(14,768 ) (10,338 )

Cash, beginning of period

162,434 197,647

Cash, end of period

$ 147,666 $ 187,309

See accompanying notes to financial statements.

46


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 933,708 $ 207,506

Segregated cash balances with brokers for futures contracts

15,400 14,300

Short-term U.S. government and agency obligations (Note 3) (cost $57,659,474 and $52,225,712, respectively)

57,659,474 52,226,692

Unrealized appreciation on forward agreements

2,554,412 799,523

Receivable on open futures contracts

1,140 6,770

Total assets

61,164,134 53,254,791

Liabilities and shareholders’ equity

Liabilities

Management fee payable

47,898 42,354

Unrealized depreciation on forward agreements

204,570

Total liabilities

47,898 246,924

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

61,116,236 53,007,867

Total liabilities and shareholders’ equity

$ 61,164,134 $ 53,254,791

Shares outstanding

558,489 458,489

Net asset value per share

$ 109.43 $ 115.61

Market value per share (Note 2)

$ 108.54 $ 119.39

See accompanying notes to financial statements.

47


Table of Contents

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(94% of shareholders’ equity)

U.S. Treasury Bills:

0.030% due 07/02/15

$ 4,494,000 $ 4,493,996

0.017% due 07/09/15

5,208,000 5,207,980

0.023% due 07/16/15†

3,173,000 3,172,970

0.037% due 07/23/15†

2,023,000 2,022,954

0.010% due 07/30/15

2,120,000 2,119,983

0.002% due 08/13/15†

12,883,000 12,882,962

0.013% due 08/20/15†

9,649,000 9,648,820

0.005% due 09/03/15†

15,322,000 15,321,864

0.010% due 09/10/15†

2,788,000 2,787,945

Total short-term U.S. government and agency obligations (cost $57,659,474)

$ 57,659,474

Futures Contracts Sold††

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

Silver Futures - COMEX, expires September 2015

2 $ 156,650 $ 2,890

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

(0.31 )% 07/06/15 $ (3,986,000 ) $ (62,586,578 ) $ 1,223,509

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

0.02 07/06/15 (1,406,500 ) (22,083,457 ) 546,280

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

0.13 07/06/15 (888,000 ) (13,942,488 ) 270,536

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

0.03 07/06/15 (1,494,000 ) (23,457,443 ) 514,087

$ 2,554,412

All or partial amount pledged as collateral for forward agreements and/or futures contracts.
†† Cash collateral in the amount of $15,400 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.
^ The positions and counterparties herein are as of June 30, 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 June 30, 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 AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 4,035 $ 7,838 $ 10,178 $ 20,795

Expenses

Management fee

134,697 140,948 259,052 345,108

Brokerage commissions and fees

17 16 25 24

Total expenses

134,714 140,964 259,077 345,132

Net investment income (loss)

(130,679 ) (133,126 ) (248,899 ) (324,337 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

11,225 9,900 25 15,250

Forward agreements

(580,371 ) 12,445,216 (1,930,876 ) (174,539 )

Short-term U.S. government and agency obligations

792 469 634 2,010

Net realized gain (loss)

(568,354 ) 12,455,585 (1,930,217 ) (157,279 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(205 ) (22,240 ) 1,330 (31,110 )

Forward agreements

6,290,595 (18,305,793 ) 1,959,459 (8,335,356 )

Short-term U.S. government and agency obligations

(1,247 ) (1,386 ) (980 ) (1,904 )

Change in net unrealized appreciation/depreciation

6,289,143 (18,329,419 ) 1,959,809 (8,368,370 )

Net realized and unrealized gain (loss)

5,720,789 (5,873,834 ) 29,592 (8,525,649 )

Net income (loss)

$ 5,590,110 $ (6,006,960 ) $ (219,307 ) $ (8,849,986 )

Net income (loss) per weighted-average share

$ 9.98 $ (8.54 ) $ (0.41 ) $ (9.94 )

Weighted-average shares outstanding

560,136 703,544 536,665 889,981

See accompanying notes to financial statements.

49


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 53,007,867

Addition of 500,000 shares

49,611,938

Redemption of 400,000 shares

(41,284,262 )

Net addition (redemption) of 100,000 shares

8,327,676

Net investment income (loss)

(248,899 )

Net realized gain (loss)

(1,930,217 )

Change in net unrealized appreciation/depreciation

1,959,809

Net income (loss)

(219,307 )

Shareholders’ equity, at June 30, 2015

$ 61,116,236

See accompanying notes to financial statements.

50


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (219,307 ) $ (8,849,986 )

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

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

(1,100 ) 3,850

Purchases of short term U.S. government and agency obligations

(100,907,460 ) (124,924,052 )

Proceeds from sales or maturities of short term U.S government and agency obligations

95,484,510 177,235,895

Net amortization and accretion on short-term U.S government and agency obligations

(10,178 ) (20,795 )

Net realized gain (loss) on investments

(634 ) (2,010 )

Change in unrealized appreciation/depreciation on investments

(1,958,479 ) 8,337,260

Decrease (Increase) in receivable on futures contracts

5,630 1,670

Increase (Decrease) in management fee payable

5,544 (52,864 )

Net cash provided by (used in) operating activities

(7,601,474 ) 51,728,968

Cash flow from financing activities

Proceeds from addition of shares

49,611,938 54,418,009

Payment on shares redeemed

(41,284,262 ) (106,367,453 )

Net cash provided by (used in) financing activities

8,327,676 (51,949,444 )

Net increase (decrease) in cash

726,202 (220,476 )

Cash, beginning of period

207,506 461,167

Cash, end of period

$ 933,708 $ 240,691

See accompanying notes to financial statements.

51


Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 1,804,069 $ 1,640,225

Segregated cash balances with brokers for futures contracts

504,570 242,880

Short-term U.S. government and agency obligations (Note 3) (cost $16,891,874 and $12,086,398, respectively)

16,892,063 12,086,577

Receivable on open futures contracts

174,441 63,250

Total assets

19,375,143 14,032,932

Liabilities and shareholders’ equity

Liabilities

Management fee payable

15,021 11,128

Total liabilities

15,021 11,128

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

19,360,122 14,021,804

Total liabilities and shareholders’ equity

$ 19,375,143 $ 14,032,932

Shares outstanding

450,005 350,005

Net asset value per share

$ 43.02 $ 40.06

Market value per share (Note 2)

$ 43.05 $ 40.03

See accompanying notes to financial statements.

52


Table of Contents

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(87% of shareholders’ equity)

U.S. Treasury Bills:

0.050% due 07/09/15

$ 206,000 $ 206,000

0.035% due 07/16/15

2,388,000 2,387,965

0.023% due 07/23/15

2,475,000 2,474,992

0.013% due 08/06/15

970,000 969,995

0.045% due 08/13/15

679,000 678,992

0.010% due 09/10/15

3,117,000 3,117,062

0.030% due 11/19/15

4,984,000 4,983,414

0.040% due 12/03/15

2,074,000 2,073,643

Total short-term U.S. government and agency obligations (cost $16,891,874)

$ 16,892,063

Futures Contracts Sold††

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

Euro Fx Currency Futures - CME, expires September 2015

139 $ 19,383,550 $ 238,288

†† Cash collateral in the amount of $504,570 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.

See accompanying notes to financial statements.

53


Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 1,283 $ 1,359 $ 2,663 $ 2,405

Expenses

Management fee

46,327 28,155 85,186 45,561

Brokerage commissions and fees

851 459 1,719 698

Total expenses

47,178 28,614 86,905 46,259

Net investment income (loss)

(45,895 ) (27,255 ) (84,242 ) (43,854 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(906,332 ) 225,122 1,150,762 158,534

Short-term U.S. government and agency obligations

258

Net realized gain (loss)

(906,332 ) 225,122 1,150,762 158,792

Change in net unrealized appreciation/depreciation on

Futures contracts

128,519 (159,059 ) (147,043 ) (77,928 )

Short-term U.S. government and agency obligations

(173 ) (134 ) 10 (324 )

Change in net unrealized appreciation/depreciation

128,346 (159,193 ) (147,033 ) (78,252 )

Net realized and unrealized gain (loss)

(777,986 ) 65,929 1,003,729 80,540

Net income (loss)

$ (823,881 ) $ 38,674 $ 919,487 $ 36,686

Net income (loss) per weighted-average share

$ (1.83 ) $ 0.12 $ 2.20 $ 0.14

Weighted-average shares outstanding

450,005 333,521 417,961 270,999

See accompanying notes to financial statements.

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Table of Contents

PROSHARES SHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 14,021,804

Addition of 100,000 shares

4,418,831

Net addition (redemption) of 100,000 shares

4,418,831

Net investment income (loss)

(84,242 )

Net realized gain (loss)

1,150,762

Change in net unrealized appreciation/depreciation

(147,033 )

Net income (loss)

919,487

Shareholders’ equity, at June 30, 2015

$ 19,360,122

See accompanying notes to financial statements.

55


Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ 919,487 $ 36,686

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

(261,690 ) (53,900 )

Purchases of short term U.S. government and agency obligations

(24,431,813 ) (14,684,478 )

Proceeds from sales or maturities of short term U.S government and agency obligations

19,629,000 9,798,717

Net amortization and accretion on short-term U.S government and agency obligations

(2,663 ) (2,406 )

Net realized gain (loss) on investments

(258 )

Change in unrealized appreciation/depreciation on investments

(10 ) 324

Decrease (Increase) in receivable on futures contracts

(111,191 ) 9,100

Increase (Decrease) in management fee payable

3,893 3,792

Increase (Decrease) in payable on futures contracts

49,240

Net cash provided by (used in) operating activities

(4,254,987 ) (4,843,183 )

Cash flow from financing activities

Proceeds from addition of shares

4,418,831 7,104,479

Payment on shares redeemed

(1,792,584 )

Net cash provided by (used in) financing activities

4,418,831 5,311,895

Net increase (decrease) in cash

163,844 468,712

Cash, beginning of period

1,640,225 863,980

Cash, end of period

$ 1,804,069 $ 1,332,692

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 1,807,891 $ 1,788,757

Segregated cash balances with brokers for futures contracts

381,975 1,020,217

Short-term U.S. government and agency obligations (Note 3) (cost $16,970,749 and $20,267,681, respectively)

16,970,843 20,267,679

Receivable on open futures contracts

62,534

Total assets

19,160,709 23,139,187

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

52,029

Management fee payable

14,975 18,397

Total liabilities

67,004 18,397

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

19,093,705 23,120,790

Total liabilities and shareholders’ equity

$ 19,160,709 $ 23,139,187

Shares outstanding

350,005 450,005

Net asset value per share

$ 54.55 $ 51.38

Market value per share (Note 2)

$ 55.09 $ 51.37

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(89% of shareholders’ equity)

U.S. Treasury Bills:

0.050% due 07/02/15

$ 604,000 $ 604,000

0.023% due 07/23/15

1,733,000 1,732,994

0.043% due 08/13/15

121,000 120,998

0.013% due 08/20/15†

3,546,000 3,545,951

0.010% due 09/10/15†

1,373,000 1,373,027

0.030% due 11/19/15†

9,595,000 9,593,873

Total short-term U.S. government and agency obligations (cost $16,970,749)

$ 16,970,843

Futures Contracts Sold††

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

Australian Dollar Fx Currency Futures - CME, expires September 2015

497 $ 38,194,450 $ (97,460 )

All or partial amount pledged as collateral for futures contracts.
†† Cash collateral in the amount of $381,975 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 749 $ 2,127 $ 1,856 $ 5,991

Expenses

Management fee

45,158 49,105 97,982 108,365

Brokerage commissions and fees

3,603 2,584 7,600 6,366

Total expenses

48,761 51,689 105,582 114,731

Net investment income (loss)

(48,012 ) (49,562 ) (103,726 ) (108,740 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(445,902 ) (1,846,929 ) 2,533,768 (1,925,538 )

Short-term U.S. government and agency obligations

7 83 226 487

Net realized gain (loss)

(445,895 ) (1,846,846 ) 2,533,994 (1,925,051 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(517,310 ) 859,039 (840,941 ) (1,280,445 )

Short-term U.S. government and agency obligations

(13 ) (1,064 ) 96 (1,479 )

Change in net unrealized appreciation/depreciation

(517,323 ) 857,975 (840,845 ) (1,281,924 )

Net realized and unrealized gain (loss)

(963,218 ) (988,871 ) 1,693,149 (3,206,975 )

Net income (loss)

$ (1,011,230 ) $ (1,038,433 ) $ 1,589,423 $ (3,315,715 )

Net income (loss) per weighted-average share

$ (2.89 ) $ (2.08 ) $ 4.16 $ (6.31 )

Weighted-average shares outstanding

350,005 500,005 381,773 525,696

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 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)

(103,726 )

Net realized gain (loss)

2,533,994

Change in net unrealized appreciation/depreciation

(840,845 )

Net income (loss)

1,589,423

Shareholders’ equity, at June 30, 2015

$ 19,093,705

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ 1,589,423 $ (3,315,715 )

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

638,242 433,785

Purchases of short term U.S. government and agency obligations

(35,556,408 ) (20,881,391 )

Proceeds from sales or maturities of short term U.S government and agency obligations

38,855,422 27,316,468

Net amortization and accretion on short-term U.S government and agency obligations

(1,856 ) (5,991 )

Net realized gain (loss) on investments

(226 ) (487 )

Change in unrealized appreciation/depreciation on investments

(96 ) 1,479

Decrease (Increase) in receivable on futures contracts

62,534

Increase (Decrease) in management fee payable

(3,422 ) (6,057 )

Increase (Decrease) in payable on futures contracts

52,029 (69,006 )

Net cash provided by (used in) operating activities

5,635,642 3,473,085

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

19,134 (1,067,178 )

Cash, beginning of period

1,788,757 2,751,320

Cash, end of period

$ 1,807,891 $ 1,684,142

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 289,885 $ 746,454

Short-term U.S. government and agency obligations (Note 3) (cost $578,163,281 and $487,097,789, respectively)

578,168,780 487,111,117

Unrealized appreciation on foreign currency forward contracts

6,888,913 19,019,765

Receivable from capital shares sold

54,429,298 12,956,604

Total assets

639,776,876 519,833,940

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

7,298,448

Management fee payable

448,585 385,820

Unrealized depreciation on foreign currency forward contracts

2,412,829 2,256,771

Total liabilities

10,159,862 2,642,591

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

629,617,014 517,191,349

Total liabilities and shareholders’ equity

$ 639,776,876 $ 519,833,940

Shares outstanding

25,450,014 23,950,014

Net asset value per share

$ 24.74 $ 21.59

Market value per share (Note 2)

$ 24.75 $ 21.61

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(92% of shareholders’ equity)

U.S. Treasury Bills:

0.026% due 07/09/15

$ 64,785,000 $ 64,785,071

0.035% due 07/16/15

21,905,000 21,904,680

0.040% due 07/23/15

44,994,000 44,993,861

0.030% due 07/30/15

16,259,000 16,258,738

0.035% due 08/06/15†

66,940,000 66,939,665

0.003% due 08/13/15†

72,203,000 72,202,141

0.015% due 08/20/15†

77,882,000 77,880,917

0.004% due 09/03/15

158,348,000 158,346,591

0.013% due 09/10/15†

15,779,000 15,779,311

0.025% due 10/08/15†

34,324,000 34,323,056

0.025% due 11/05/15†

4,755,000 4,754,749

Total short-term U.S. government and agency obligations (cost $578,163,281)

$ 578,168,780

Foreign Currency Forward Contracts^

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

Contracts to Purchase

Euro with Goldman Sachs International

07/10/15 134,902,100 $ 150,417,685 $ (1,792,532 )

Euro with UBS AG

07/10/15 43,009,100 47,955,734 (620,297 )

$ (2,412,829 )

Contracts to Sell

Euro with Goldman Sachs International

07/10/15 (650,658,325 ) $ (725,492,920 ) $ 3,295,449

Euro with UBS AG

07/10/15 (656,926,500 ) (732,482,020 ) 3,593,464

$ 6,888,913

All or partial amount segregated as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of June 30, 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 AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 54,503 $ 59,294 $ 122,093 $ 128,651

Expenses

Management fee

1,350,724 1,007,662 2,607,869 1,978,418

Total expenses

1,350,724 1,007,662 2,607,869 1,978,418

Net investment income (loss)

(1,296,221 ) (948,368 ) (2,485,776 ) (1,849,767 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(29,574,030 ) 5,886,956 77,941,788 (6,295,085 )

Short-term U.S. government and agency obligations

3,345 547 15,866 2,485

Net realized gain (loss)

(29,570,685 ) 5,887,503 77,957,654 (6,292,600 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

(18,914,111 ) (1,863,031 ) (12,286,910 ) 8,161,166

Short-term U.S. government and agency obligations

(12,097 ) (4,307 ) (7,829 ) (14,794 )

Change in net unrealized appreciation/depreciation

(18,926,208 ) (1,867,338 ) (12,294,739 ) 8,146,372

Net realized and unrealized gain (loss)

(48,496,893 ) 4,020,165 65,662,915 1,853,772

Net income (loss)

$ (49,793,114 ) $ 3,071,797 $ 63,177,139 $ 4,005

Net income (loss) per weighted-average share

$ (2.21 ) $ 0.12 $ 2.85 $ 0.00 *

Weighted-average shares outstanding

22,540,124 24,952,761 22,133,716 24,556,920

* Amount represents less than $0.01.

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 517,191,349

Addition of 11,900,000 shares

310,454,722

Redemption of 10,400,000 shares

(261,206,196 )

Net addition (redemption) of 1,500,000 shares

49,248,526

Net investment income (loss)

(2,485,776 )

Net realized gain (loss)

77,957,654

Change in net unrealized appreciation/depreciation

(12,294,739 )

Net income (loss)

63,177,139

Shareholders’ equity, at June 30, 2015

$ 629,617,014

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ 63,177,139 $ 4,005

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

Purchases of short term U.S. government and agency obligations

(783,662,041 ) (473,427,190 )

Proceeds from sales or maturities of short term U.S government and agency obligations

692,733,482 465,521,523

Net amortization and accretion on short-term U.S government and agency obligations

(121,067 ) (128,651 )

Net realized gain (loss) on investments

(15,866 ) (2,485 )

Change in unrealized appreciation/depreciation on investments

12,294,739 (8,146,372 )

Increase (Decrease) in management fee payable

62,765 3,694

Net cash provided by (used in) operating activities

(15,530,849 ) (16,175,476 )

Cash flow from financing activities

Proceeds from addition of shares

268,982,028 38,562,082

Payment on shares redeemed

(253,907,748 ) (22,381,391 )

Net cash provided by (used in) financing activities

15,074,280 16,180,691

Net increase (decrease) in cash

(456,569 ) 5,215

Cash, beginning of period

746,454 218,940

Cash, end of period

$ 289,885 $ 224,155

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 431,746 $ 532,706

Short-term U.S. government and agency obligations (Note 3) (cost $428,847,738 and $532,944,509, respectively)

428,853,064 532,957,746

Unrealized appreciation on foreign currency forward contracts

656,113 571,149

Total assets

429,940,923 534,061,601

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

9,217,771

Management fee payable

338,861 439,804

Unrealized depreciation on foreign currency forward contracts

14,868,239 2,149,924

Total liabilities

24,424,871 2,589,728

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

405,516,052 531,471,873

Total liabilities and shareholders’ equity

$ 429,940,923 $ 534,061,601

Shares outstanding

4,399,294 5,949,294

Net asset value per share

$ 92.18 $ 89.33

Market value per share (Note 2)

$ 92.19 $ 89.30

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(106% of shareholders’ equity)

U.S. Treasury Bills:

0.030% due 07/02/15

$ 5,564,000 $ 5,563,998

0.017% due 07/16/15

64,938,000 64,937,052

0.040% due 07/23/15

53,478,000 53,477,834

0.034% due 07/30/15†

174,813,000 174,810,185

0.070% due 08/06/15†

8,495,000 8,494,958

0.045% due 08/13/15†

14,892,000 14,891,823

0.015% due 08/20/15†

10,151,000 10,150,859

0.011% due 09/03/15†

37,802,000 37,801,663

0.016% due 09/10/15†

10,203,000 10,203,201

0.015% due 10/01/15†

31,921,000 31,919,369

0.030% due 11/05/15†

16,603,000 16,602,122

Total short-term U.S. government and agency obligations (cost $428,847,738)

$ 428,853,064

Foreign Currency Forward Contracts^

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

Contracts to Purchase

Yen with Goldman Sachs International

07/10/15 11,883,194,200 $ 97,106,611 $ 538,804

Yen with UBS AG

07/10/15 6,627,069,900 54,154,825 117,309

$ 656,113

Contracts to Sell

Yen with Goldman Sachs International

07/10/15 (60,093,609,500 ) $ (491,070,554 ) $ (7,746,969 )

Yen with UBS AG

07/10/15 (57,749,031,500 ) (471,911,226 ) (7,121,270 )

$ (14,868,239 )

All or partial amount segregated as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of June 30, 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 AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 39,919 $ 56,785 $ 84,967 $ 135,009

Expenses

Management fee

1,013,305 877,179 2,174,897 1,905,712

Total expenses

1,013,305 877,179 2,174,897 1,905,712

Net investment income (loss)

(973,386 ) (820,394 ) (2,089,930 ) (1,770,703 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

30,642,122 268,536 25,534,388 165,806

Short-term U.S. government and agency obligations

1,865 3,271 4,308 11,617

Net realized gain (loss)

30,643,987 271,807 25,538,696 177,423

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

(14,879,883 ) (14,493,994 ) (12,633,351 ) (39,034,294 )

Short-term U.S. government and agency obligations

695 (37,904 ) (7,911 ) (40,017 )

Change in net unrealized appreciation/depreciation

(14,879,188 ) (14,531,898 ) (12,641,262 ) (39,074,311 )

Net realized and unrealized gain (loss)

15,764,799 (14,260,091 ) 12,897,434 (38,896,888 )

Net income (loss)

$ 14,791,413 $ (15,080,485 ) $ 10,807,504 $ (40,667,591 )

Net income (loss) per weighted-average share

$ 3.14 $ (2.69 ) $ 2.09 $ (6.71 )

Weighted-average shares outstanding

4,708,085 5,606,437 5,166,145 6,057,581

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 531,471,873

Addition of 1,050,000 shares

95,954,298

Redemption of 2,600,000 shares

(232,717,623 )

Net addition (redemption) of (1,550,000) shares

(136,763,325 )

Net investment income (loss)

(2,089,930 )

Net realized gain (loss)

25,538,696

Change in net unrealized appreciation/depreciation

(12,641,262 )

Net income (loss)

10,807,504

Shareholders’ equity, at June 30, 2015

$ 405,516,052

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ 10,807,504 $ (40,667,591 )

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

Purchases of short term U.S. government and agency obligations

(615,858,523 ) (500,767,586 )

Proceeds from sales or maturities of short term U.S government and agency obligations

720,044,569 696,295,094

Net amortization and accretion on short-term U.S government and agency obligations

(84,967 ) (135,008 )

Net realized gain (loss) on investments

(4,308 ) (11,617 )

Change in unrealized appreciation/depreciation on investments

12,641,262 39,074,311

Increase (Decrease) in management fee payable

(100,943 ) (150,490 )

Net cash provided by (used in) operating activities

127,444,594 193,637,113

Cash flow from financing activities

Proceeds from addition of shares

95,954,298 29,737,314

Payment on shares redeemed

(223,499,852 ) (223,574,024 )

Net cash provided by (used in) financing activities

(127,545,554 ) (193,836,710 )

Net increase (decrease) in cash

(100,960 ) (199,597 )

Cash, beginning of period

532,706 575,108

Cash, end of period

$ 431,746 $ 375,511

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 1,000,182 $ 185,684

Short-term U.S. government and agency obligations (Note 3) (cost $1,382,961 and $2,754,883, respectively)

1,382,982 2,754,900

Unrealized appreciation on swap agreements

96,157

Total assets

2,479,321 2,940,584

Liabilities and shareholders’ equity

Liabilities

Management fee payable

1,865 2,326

Unrealized depreciation on swap agreements

331,338

Total liabilities

1,865 333,664

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

2,477,456 2,606,920

Total liabilities and shareholders’ equity

$ 2,479,321 $ 2,940,584

Shares outstanding (Note 1)

49,965 50,004

Net asset value per share (Note 1)

$ 49.58 $ 52.13

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

$ 47.02 $ 51.44

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(56% of shareholders’ equity)

U.S. Treasury Bills:

0.036% due 07/16/15†

$ 308,000 $ 307,996

0.043% due 08/13/15†

549,000 548,993

0.010% due 08/20/15†

526,000 525,993

Total short-term U.S. government and agency obligations (cost $1,382,961)

$ 1,382,982

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 % 07/06/15 $ 2,101,872 $ 41,883

Swap agreement with Goldman Sachs International based on Bloomberg Commodity Index

0.25 07/06/15 2,151,198 40,373

Swap agreement with UBS AG based on Bloomberg Commodity Index

0.60 07/06/15 698,224 13,901

$ 96,157

All or partial amount pledged as collateral for swap agreements.
^ The positions and counterparties herein are as of June 30, 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 June 30, 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 AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 232 $ 387 $ 486 $ 719

Expenses

Management fee

5,995 8,125 11,768 15,414

Total expenses

5,995 8,125 11,768 15,414

Net investment income (loss)

(5,763 ) (7,738 ) (11,282 ) (14,695 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Swap agreements

7,472 (160,396 ) (512,987 ) 376,946

Short-term U.S. government and agency obligations

(21 ) (7 )

Net realized gain (loss)

7,451 (160,396 ) (512,994 ) 376,946

Change in net unrealized appreciation/depreciation on

Swap agreements

225,590 123,172 427,495 (6,034 )

Short-term U.S. government and agency obligations

(43 ) (140 ) 4 (49 )

Change in net unrealized appreciation/depreciation

225,547 123,032 427,499 (6,083 )

Net realized and unrealized gain (loss)

232,998 (37,364 ) (85,495 ) 370,863

Net income (loss)

$ 227,235 $ (45,102 ) $ (96,777 ) $ 356,168

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

$ 4.38 $ (1.18 ) $ (1.90 ) $ 9.41

Weighted-average shares outstanding (Note 1)

51,915 38,190 50,964 37,849

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 2,606,920

Addition of 25,000 shares (Note 1)

1,200,621

Redemption of 25,039 shares (Note 1)

(1,233,308 )

Net addition (redemption) of (39) shares (Note 1)

(32,687 )

Net investment income (loss)

(11,282 )

Net realized gain (loss)

(512,994 )

Change in net unrealized appreciation/depreciation

427,499

Net income (loss)

(96,777 )

Shareholders’ equity, at June 30, 2015

$ 2,477,456

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (96,777 ) $ 356,168

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

Purchases of short term U.S. government and agency obligations

(3,628,526 ) (4,699,352 )

Proceeds from sales or maturities of short term U.S government and agency obligations

5,000,927 4,349,981

Net amortization and accretion on short-term U.S government and agency obligations

(486 ) (720 )

Net realized gain (loss) on investments

7

Change in unrealized appreciation/depreciation on investments

(427,499 ) 6,083

Increase (Decrease) in management fee payable

(461 ) 362

Net cash provided by (used in) operating activities

847,185 12,522

Cash flow from financing activities

Proceeds from addition of shares

1,200,621 1,134,916

Payment on shares redeemed

(1,233,308 )

Net cash provided by (used in) financing activities

(32,687 ) 1,134,916

Net increase (decrease) in cash

814,498 1,147,438

Cash, beginning of period

185,684 85,642

Cash, end of period

$ 1,000,182 $ 1,233,080

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 4,258,533 $ 2,349,384

Segregated cash balances with brokers for futures contracts

15,170,424 34,605,120

Short-term U.S. government and agency obligations (Note 3) (cost $885,203,702 and $467,195,638, respectively)

885,209,189 467,200,736

Unrealized appreciation on swap agreements

18,127,758

Receivable from capital shares sold

60,399,187 28,726,173

Receivable on open futures contracts

13,029,983

Total assets

996,195,074 532,881,413

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

5,817,266

Brokerage commissions and fees payable

32,509

Management fee payable

745,644 320,062

Unrealized depreciation on swap agreements

76,181,097

Total liabilities

778,153 82,318,425

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

995,416,921 450,562,988

Total liabilities and shareholders’ equity

$ 996,195,074 $ 532,881,413

Shares outstanding (Note 1)

21,877,867 8,879,834

Net asset value per share (Note 1)

$ 45.50 $ 50.74

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

$ 45.20 $ 51.85

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(89% of shareholders’ equity)

U.S. Treasury Bills:

0.027% due 07/02/15

$ 4,114,000 $ 4,113,998

0.017% due 07/09/15

5,201,000 5,201,006

0.036% due 07/16/15

35,250,000 35,249,485

0.021% due 07/23/15

9,702,000 9,701,970

0.022% due 07/30/15†

94,967,000 94,965,471

0.049% due 08/06/15†

97,245,000 97,244,514

0.005% due 08/13/15†

130,920,000 130,918,442

0.014% due 08/20/15†

33,188,000 33,187,539

0.007% due 09/03/15

66,226,000 66,225,411

0.010% due 09/10/15†

86,327,000 86,328,701

0.010% due 09/24/15†

47,210,000 47,209,443

0.025% due 10/08/15

27,552,000 27,551,242

0.027% due 11/05/15

43,209,000 43,206,714

0.024% due 11/27/15†

195,932,000 195,907,665

0.030% due 12/03/15†

8,199,000 8,197,588

Total short-term U.S. government and agency obligations (cost $885,203,702)

$ 885,209,189

Futures Contracts Purchased††

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

Crude Oil - NYMEX, expires September 2015

11,328 $ 677,754,240 $ (8,705,078 )

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 % 07/06/15 $ 381,511,185 $ 5,709,314

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

0.25 07/06/15 396,154,173 5,294,770

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

0.25 07/06/15 141,007,327 2,092,023

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

0.25 07/06/15 394,371,392 5,031,651

$ 18,127,758

All or partial amount pledged as collateral for swap agreements and/or futures contracts.
†† Cash collateral in the amount of $15,170,424 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.
^ The positions and counterparties herein are as of June 30, 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 June 30, 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 AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 65,327 $ 11,287 $ 141,569 $ 32,988

Expenses

Management fee

2,401,552 228,560 4,245,253 574,502

Brokerage commissions and fees

223,457 7,348 300,710 16,499

Total expenses

2,625,009 235,908 4,545,963 591,001

Net investment income (loss)

(2,559,682 ) (224,621 ) (4,404,394 ) (558,013 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

62,631,818 5,780,822 2,233,204 13,372,250

Swap agreements

143,672,353 4,033,279 30,387,848 17,635,519

Short-term U.S. government and agency obligations

16,676 1,571 60,872 7,958

Net realized gain (loss)

206,320,847 9,815,672 32,681,924 31,015,727

Change in net unrealized appreciation/depreciation on

Futures contracts

55,158,363 (986,210 ) 37,769,709 496,443

Swap agreements

96,601,977 3,151,079 94,308,855 2,153,137

Short-term U.S. government and agency obligations

(739 ) (2,098 ) 389 (10,662 )

Change in net unrealized appreciation/depreciation

151,759,601 2,162,771 132,078,953 2,638,918

Net realized and unrealized gain (loss)

358,080,448 11,978,443 164,760,877 33,654,645

Net income (loss)

$ 355,520,766 $ 11,753,822 $ 160,356,483 $ 33,096,632

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

$ 15.86 $ 22.13 $ 7.55 $ 45.18

Weighted-average shares outstanding (Note 1)

22,419,009 531,153 21,236,270 732,486

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 450,562,988

Addition of 36,680,000 shares (Note 1)

1,438,991,852

Redemption of 23,681,967 shares (Note 1)

(1,054,494,402 )

Net addition (redemption) of 12,998,033 shares (Note 1)

384,497,450

Net investment income (loss)

(4,404,394 )

Net realized gain (loss)

32,681,924

Change in net unrealized appreciation/depreciation

132,078,953

Net income (loss)

160,356,483

Shareholders’ equity, at June 30, 2015

$ 995,416,921

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ 160,356,483 $ 33,096,632

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

19,434,696 1,182,225

Purchases of short term U.S. government and agency obligations

(2,456,271,120 ) (252,821,570 )

Proceeds from sales or maturities of short term U.S government and agency obligations

2,038,462,358 297,327,512

Net amortization and accretion on short-term U.S government and agency obligations

(138,430 ) (32,988 )

Net realized gain (loss) on investments

(60,872 ) (7,958 )

Change in unrealized appreciation/depreciation on investments

(94,309,244 ) (2,142,475 )

Decrease (Increase) in receivable on futures contracts

(13,029,983 )

Increase (Decrease) in management fee payable

425,582 (59,350 )

Increase (Decrease) in brokerage commissions and fees payable

32,509

Increase (Decrease) in payable on futures contracts

(5,817,266 ) (683,423 )

Net cash provided by (used in) operating activities

(350,915,287 ) 75,858,605

Cash flow from financing activities

Proceeds from addition of shares

1,407,318,838 158,474,412

Payment on shares redeemed

(1,054,494,402 ) (232,482,704 )

Net cash provided by (used in) financing activities

352,824,436 (74,008,292 )

Net increase (decrease) in cash

1,909,149 1,850,313

Cash, beginning of period

2,349,384 689,596

Cash, end of period

$ 4,258,533 $ 2,539,909

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 2,807,366 $ 1,653,582

Segregated cash balances with brokers for futures contracts

4,322,527 21,134,080

Short-term U.S. government and agency obligations (Note 3) (cost $59,690,650 and $53,408,848, respectively)

59,691,488 53,410,227

Receivable from capital shares sold

3,853,422

Receivable on open futures contracts

944,439

Total assets

67,765,820 80,051,311

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

4,469,182

Payable on open futures contracts

9,552,314

Brokerage commissions and fees payable

5,609

Management fee payable

52,087 65,790

Total liabilities

4,526,878 9,618,104

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

63,238,942 70,433,207

Total liabilities and shareholders’ equity

$ 67,765,820 $ 80,051,311

Shares outstanding (Note 1)

1,392,170 1,142,485

Net asset value per share (Note 1)

$ 45.42 $ 61.65

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

$ 45.20 $ 63.12

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(94% of shareholders’ equity)

U.S. Treasury Bills:

0.029% due 07/02/15

$ 4,112,000 $ 4,111,998

0.042% due 07/09/15

5,146,000 5,146,006

0.024% due 07/16/15

2,359,000 2,358,966

0.047% due 07/23/15

3,623,000 3,622,989

0.045% due 08/06/15

4,885,000 4,884,976

0.009% due 08/13/15

3,450,000 3,449,959

0.017% due 08/20/15

4,206,000 4,205,942

0.005% due 09/03/15

5,000,000 4,999,955

0.010% due 09/10/15†

12,837,000 12,837,253

0.007% due 10/08/15

4,658,000 4,657,872

0.030% due 11/19/15

3,554,000 3,553,582

0.040% due 12/03/15†

5,863,000 5,861,990

Total short-term U.S. government and agency obligations (cost $59,690,650)

$ 59,691,488

Futures Contracts Purchased††

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

Natural Gas - NYMEX, expires September 2015

4,450 $ 126,469,000 $ (849,291 )

All or partial amount pledged as collateral for futures contracts.
†† Cash collateral in the amount of $4,322,527 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 5,742 $ 1,811 $ 11,384 $ 8,084

Expenses

Management fee

158,681 44,242 331,489 150,086

Brokerage commissions and fees

69,898 9,286 109,616 27,277

Total expenses

228,579 53,528 441,105 177,363

Net investment income (loss)

(222,837 ) (51,717 ) (429,721 ) (169,279 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(3,971,479 ) 162,451 (49,808,443 ) 16,965,826

Short-term U.S. government and agency obligations

356 506 4,811 3,213

Net realized gain (loss)

(3,971,123 ) 162,957 (49,803,632 ) 16,969,039

Change in net unrealized appreciation/depreciation on

Futures contracts

6,588,334 440,646 34,039,992 2,245,774

Short-term U.S. government and agency obligations

148 (459 ) (541 ) (2,861 )

Change in net unrealized appreciation/depreciation

6,588,482 440,187 34,039,451 2,242,913

Net realized and unrealized gain (loss)

2,617,359 603,144 (15,764,181 ) 19,211,952

Net income (loss)

$ 2,394,522 $ 551,427 $ (16,193,902 ) $ 19,042,673

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

$ 1.64 $ 5.70 $ (11.57 ) $ 110.60

Weighted-average shares outstanding (Note 1)

1,460,795 96,744 1,399,066 172,182

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 70,433,207

Addition of 987,500 shares (Note 1)

47,685,027

Redemption of 737,815 shares (Note 1)

(38,685,390 )

Net addition (redemption) of 249,685 shares (Note 1)

8,999,637

Net investment income (loss)

(429,721 )

Net realized gain (loss)

(49,803,632 )

Change in net unrealized appreciation/depreciation

34,039,451

Net income (loss)

(16,193,902 )

Shareholders’ equity, at June 30, 2015

$ 63,238,942

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (16,193,902 ) $ 19,042,673

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

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

16,811,553 3,876,620

Purchases of short term U.S. government and agency obligations

(166,594,683 ) (85,144,812 )

Proceeds from sales or maturities of short term U.S government and agency obligations

160,327,756 128,554,796

Net amortization and accretion on short-term U.S government and agency obligations

(10,064 ) (8,084 )

Net realized gain (loss) on investments

(4,811 ) (3,213 )

Change in unrealized appreciation/depreciation on investments

541 2,861

Decrease (Increase) in receivable on futures contracts

(944,439 ) (111,842 )

Increase (Decrease) in management fee payable

(13,703 ) (66,231 )

Increase (Decrease) in brokerage commissions and fees payable

5,609

Increase (Decrease) in payable on futures contracts

(9,552,314 ) (5,628,532 )

Net cash provided by (used in) operating activities

(16,168,457 ) 60,514,236

Cash flow from financing activities

Proceeds from addition of shares

51,538,449 16,199,611

Payment on shares redeemed

(34,216,208 ) (79,246,187 )

Net cash provided by (used in) financing activities

17,322,241 (63,046,576 )

Net increase (decrease) in cash

1,153,784 (2,532,340 )

Cash, beginning of period

1,653,582 3,102,827

Cash, end of period

$ 2,807,366 $ 570,487

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 92,252 $ 104,145

Segregated cash balances with brokers for futures contracts

8,250 8,800

Short-term U.S. government and agency obligations (Note 3) (cost $89,235,006 and $101,925,636, respectively)

89,234,894 101,927,857

Unrealized appreciation on forward agreements

2,051,154

Total assets

89,335,396 104,091,956

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

1,999,718

Payable on open futures contracts

1,440 3,260

Management fee payable

70,834 85,633

Unrealized depreciation on forward agreements

414,904

Total liabilities

487,178 2,088,611

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

88,848,218 102,003,345

Total liabilities and shareholders’ equity

$ 89,335,396 $ 104,091,956

Shares outstanding

2,400,014 2,550,014

Net asset value per share

$ 37.02 $ 40.00

Market value per share (Note 2)

$ 37.04 $ 38.41

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(100% of shareholders’ equity)

U.S. Treasury Bills:

0.037% due 07/02/15

$ 8,124,000 $ 8,123,997

0.038% due 08/13/15†

13,997,000 13,996,833

0.014% due 08/20/15†

38,713,000 38,712,462

0.005% due 09/03/15†

9,796,000 9,795,913

0.020% due 11/27/15†

18,608,000 18,605,689

Total short-term U.S. government and agency obligations (cost $89,235,006)

$ 89,234,894

Futures Contracts Purchased††

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

Gold Futures - COMEX, expires August 2015

2 $ 234,360 $ (10,420 )

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

0.57 % 07/06/15 $ 74,200 $ 86,891,910 $ (262,178 )

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

0.63 07/06/15 31,620 37,028,285 (43,820 )

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

0.67 07/06/15 16,300 19,087,789 (36,974 )

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

0.56 07/06/15 29,400 34,428,282 (71,932 )

$ (414,904 )

All or partial amount pledged as collateral for forward agreements and/or futures contracts.
†† Cash collateral in the amount of $8,250 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.
^ The positions and counterparties herein are as of June 30, 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 June 30, 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 AND SIX MONTHS ENDED JUNE 31, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 8,894 $ 17,629 $ 21,632 $ 31,457

Expenses

Management fee

221,273 314,711 461,738 646,062

Brokerage commissions and fees

9 8 25 24

Total expenses

221,282 314,719 461,763 646,086

Net investment income (loss)

(212,388 ) (297,090 ) (440,131 ) (614,629 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

13,900 (14,080 ) 11,860 4,440

Forward agreements

(934,076 ) (21,475,056 ) (3,919,792 ) 1,940,044

Short-term U.S. government and agency obligations

292 793 2,200 723

Net realized gain (loss)

(919,884 ) (21,488,343 ) (3,905,732 ) 1,945,207

Change in net unrealized appreciation/depreciation on

Futures contracts

(16,440 ) 21,680 (15,000 ) 19,380

Forward agreements

(2,075,872 ) 25,237,987 (2,466,058 ) 20,040,889

Short-term U.S. government and agency obligations

(2,706 ) (3,219 ) (2,333 ) 6,146

Change in net unrealized appreciation/depreciation

(2,095,018 ) 25,256,448 (2,483,391 ) 20,066,415

Net realized and unrealized gain (loss)

(3,014,902 ) 3,768,105 (6,389,123 ) 22,011,622

Net income (loss)

$ (3,227,290 ) $ 3,471,015 $ (6,829,254 ) $ 21,396,993

Net income (loss) per weighted-average share

$ (1.33 ) $ 1.22 $ (2.76 ) $ 7.32

Weighted-average shares outstanding

2,421,992 2,847,267 2,472,390 2,921,285

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 102,003,345

Addition of 50,000 shares

2,093,762

Redemption of 200,000 shares

(8,419,635 )

Net addition (redemption) of (150,000) shares

(6,325,873 )

Net investment income (loss)

(440,131 )

Net realized gain (loss)

(3,905,732 )

Change in net unrealized appreciation/depreciation

(2,483,391 )

Net income (loss)

(6,829,254 )

Shareholders’ equity, at June 30, 2015

$ 88,848,218

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (6,829,254 ) $ 21,396,993

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

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

550 2,750

Purchases of short term U.S. government and agency obligations

(120,780,305 ) (213,631,327 )

Proceeds from sales or maturities of short term U.S government and agency obligations

133,494,767 232,358,168

Net amortization and accretion on short-term U.S government and agency obligations

(21,632 ) (31,457 )

Net realized gain (loss) on investments

(2,200 ) (723 )

Change in unrealized appreciation/depreciation on investments

2,468,391 (20,047,035 )

Increase (Decrease) in management fee payable

(14,799 ) (12,690 )

Increase (Decrease) in payable on futures contracts

(1,820 ) (180 )

Net cash provided by (used in) operating activities

8,313,698 20,034,499

Cash flow from financing activities

Proceeds from addition of shares

2,093,762 7,049,141

Payment on shares redeemed

(10,419,353 ) (27,102,640 )

Net cash provided by (used in) financing activities

(8,325,591 ) (20,053,499 )

Net increase (decrease) in cash

(11,893 ) (19,000 )

Cash, beginning of period

104,145 142,566

Cash, end of period

$ 92,252 $ 123,566

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 3,996,414 $ 305,004

Segregated cash balances with brokers for futures contracts

23,100 14,300

Short-term U.S. government and agency obligations (Note 3) (cost $299,749,196 and $305,465,636, respectively)

299,754,121 305,474,211

Total assets

303,773,635 305,793,515

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

1,967,832

Payable on open futures contracts

1,710 6,770

Management fee payable

226,049 254,050

Unrealized depreciation on forward agreements

13,858,527 12,395,120

Payable for investments purchased

3,695,661

Total liabilities

17,781,947 14,623,772

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

285,991,688 291,169,743

Total liabilities and shareholders’ equity

$ 303,773,635 $ 305,793,515

Shares outstanding

7,846,533 7,396,533

Net asset value per share

$ 36.45 $ 39.37

Market value per share (Note 2)

$ 36.63 $ 38.05

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(105% of shareholders’ equity)

U.S. Treasury Bills:

0.041% due 07/02/15

$ 27,153,000 $ 27,152,989

0.020% due 07/16/15

2,753,000 2,752,960

0.024% due 07/23/15

20,309,000 20,308,937

0.062% due 08/06/15†

89,010,000 89,009,555

0.039% due 08/13/15†

39,592,000 39,591,529

0.014% due 08/20/15†

16,883,000 16,882,765

0.005% due 09/03/15†

4,022,000 4,021,964

0.015% due 10/01/15†

43,630,000 43,627,770

0.019% due 10/08/15†

11,563,000 11,562,682

0.014% due 11/05/15

7,566,000 7,565,600

0.020% due 11/27/15†

37,282,000 37,277,370

Total short-term U.S. government and agency obligations (cost $299,749,196)

$ 299,754,121

Futures Contracts Purchased††

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

Silver Futures - COMEX, expires September 2015

3 $ 233,715 $ (4,910 )

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

0.91 % 07/06/15 $ 13,194,000 $ 207,166,910 $ (5,222,832 )

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

0.83 07/06/15 9,356,800 146,911,117 (3,532,501 )

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

0.87 07/06/15 3,648,000 57,277,248 (1,435,222 )

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

0.87 07/06/15 10,215,000 160,386,737 (3,667,972 )

$ (13,858,527 )

All or partial amount pledged as collateral for forward agreements.
†† Cash collateral in the amount of $23,100 was pledged to cover margin requirements for open futures contracts as of June 30, 2015.
^ The positions and counterparties herein are as of June 30, 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 June 30, 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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Table of Contents

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 36,301 $ 51,355 $ 74,547 $ 113,957

Expenses

Management fee

715,430 1,098,533 1,453,507 2,286,437

Brokerage commissions and fees

19 22 27 30

Total expenses

715,449 1,098,555 1,453,534 2,286,467

Net investment income (loss)

(679,148 ) (1,047,200 ) (1,378,987 ) (2,172,510 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(11,449 ) (7,025 ) (299 ) (12,375 )

Forward agreements

1,770,580 (106,232,925 ) (16,009,663 ) (32,272,003 )

Short-term U.S. government and agency obligations

1,371 2,611 6,114 5,680

Net realized gain (loss)

1,760,502 (106,237,339 ) (16,003,848 ) (32,278,698 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(1,590 ) 13,785 (3,350 ) 22,655

Forward agreements

(36,479,395 ) 145,040,572 (1,463,407 ) 89,395,091

Short-term U.S. government and agency obligations

(4,557 ) (13,905 ) (3,650 ) (17,833 )

Change in net unrealized appreciation/depreciation

(36,485,542 ) 145,040,452 (1,470,407 ) 89,399,913

Net realized and unrealized gain (loss)

(34,725,040 ) 38,803,113 (17,474,255 ) 57,121,215

Net income (loss)

$ (35,404,188 ) $ 37,755,913 $ (18,853,242 ) $ 54,948,705

Net income (loss) per weighted-average share

$ (4.71 ) $ 5.09 $ (2.52 ) $ 7.45

Weighted-average shares outstanding

7,511,918 7,424,555 7,485,207 7,378,696

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 291,169,743

Addition of 1,500,000 shares

59,122,228

Redemption of 1,050,000 shares

(45,447,041 )

Net addition (redemption) of 450,000 shares

13,675,187

Net investment income (loss)

(1,378,987 )

Net realized gain (loss)

(16,003,848 )

Change in net unrealized appreciation/depreciation

(1,470,407 )

Net income (loss)

(18,853,242 )

Shareholders’ equity, at June 30, 2015

$ 285,991,688

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (18,853,242 ) $ 54,948,705

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

(8,800 ) 12,925

Purchases of short term U.S. government and agency obligations

(400,537,544 ) (783,099,728 )

Proceeds from sales or maturities of short term U.S government and agency obligations

406,334,646 826,553,137

Net amortization and accretion on short-term U.S government and agency obligations

(74,547 ) (111,986 )

Net realized gain (loss) on investments

(6,114 ) (5,680 )

Change in unrealized appreciation/depreciation on investments

1,467,056 (89,377,258 )

Increase (Decrease) in management fee payable

(28,001 ) (10,512 )

Increase (Decrease) in payable for investments purchased

3,695,661

Increase (Decrease) in payable on futures contracts

(5,060 ) (1,875 )

Net cash provided by (used in) operating activities

(8,015,945 ) 8,907,728

Cash flow from financing activities

Proceeds from addition of shares

59,122,228 76,672,081

Payment on shares redeemed

(47,414,873 ) (85,619,560 )

Net cash provided by (used in) financing activities

11,707,355 (8,947,479 )

Net increase (decrease) in cash

3,691,410 (39,751 )

Cash, beginning of period

305,004 463,001

Cash, end of period

$ 3,996,414 $ 423,250

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 267,957 $ 671,117

Short-term U.S. government and agency obligations (Note 3) (cost $13,149,479 and $2,415,732, respectively)

13,149,587 2,415,698

Unrealized appreciation on foreign currency forward contracts

49,526 2,921

Total assets

13,467,070 3,089,736

Liabilities and shareholders’ equity

Liabilities

Management fee payable

11,242 2,003

Unrealized depreciation on foreign currency forward contracts

183,008 106,292

Total liabilities

194,250 108,295

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

13,272,820 2,981,441

Total liabilities and shareholders’ equity

$ 13,467,070 $ 3,089,736

Shares outstanding

800,014 150,014

Net asset value per share

$ 16.59 $ 19.87

Market value per share (Note 2)

$ 16.59 $ 19.80

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(99% of shareholders’ equity)

U.S. Treasury Bills:

0.041% due 07/02/15

$ 1,136,000 $ 1,136,000

0.036% due 07/16/15

1,656,000 1,655,976

0.034% due 07/23/15†

5,036,000 5,035,984

0.014% due 08/20/15†

3,436,000 3,435,952

0.040% due 12/03/15†

1,886,000 1,885,675

Total short-term U.S. government and agency obligations (cost $13,149,479)

$ 13,149,587

Foreign Currency Forward Contracts^

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

Contracts to Purchase

Euro with Goldman Sachs International

07/10/15 15,101,725 $ 16,838,630 $ (92,838 )

Euro with UBS AG

07/10/15 13,022,500 14,520,266 (90,170 )

$ (183,008 )

Contracts to Sell

Euro with Goldman Sachs International

07/10/15 (2,464,500 ) $ (2,747,951 ) $ 19,671

Euro with UBS AG

07/10/15 (1,854,400 ) (2,067,681 ) 29,855

$ 49,526

All or partial amount segregated as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of June 30, 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 AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 1,028 $ 327 $ 1,562 $ 705

Expenses

Management fee

35,245 6,106 51,477 12,148

Total expenses

35,245 6,106 51,477 12,148

Net investment income (loss)

(34,217 ) (5,779 ) (49,915 ) (11,443 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

436,915 (40,251 ) (628,301 ) 44,885

Short-term U.S. government and agency obligations

46 60

Net realized gain (loss)

436,961 (40,251 ) (628,241 ) 44,885

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

645,268 9,743 (30,111 ) (70,235 )

Short-term U.S. government and agency obligations

98 (94 ) 142 (133 )

Change in net unrealized appreciation/depreciation

645,366 9,649 (29,969 ) (70,368 )

Net realized and unrealized gain (loss)

1,082,327 (30,602 ) (658,210 ) (25,483 )

Net income (loss)

$ 1,048,110 $ (36,381 ) $ (708,125 ) $ (36,926 )

Net income (loss) per weighted-average share

$ 1.15 $ (0.36 ) $ (1.07 ) $ (0.37 )

Weighted-average shares outstanding

907,706 100,014 664,655 100,014

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 2,981,441

Addition of 800,000 shares

13,540,570

Redemption of 150,000 shares

(2,541,066 )

Net addition (redemption) of 650,000 shares

10,999,504

Net investment income (loss)

(49,915 )

Net realized gain (loss)

(628,241 )

Change in net unrealized appreciation/depreciation

(29,969 )

Net income (loss)

(708,125 )

Shareholders’ equity, at June 30, 2015

$ 13,272,820

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (708,125 ) $ (36,926 )

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

Purchases of short term U.S. government and agency obligations

(19,582,990 ) (3,276,338 )

Proceeds from sales or maturities of short term U.S government and agency obligations

8,850,865 3,246,000

Net amortization and accretion on short-term U.S government and agency obligations

(1,562 ) (704 )

Net realized gain (loss) on investments

(60 )

Change in unrealized appreciation/depreciation on investments

29,969 70,368

Increase (Decrease) in management fee payable

9,239 (743 )

Net cash provided by (used in) operating activities

(11,402,664 ) 1,657

Cash flow from financing activities

Proceeds from addition of shares

13,540,570

Payment on shares redeemed

(2,541,066 )

Net cash provided by (used in) financing activities

10,999,504

Net increase (decrease) in cash

(403,160 ) 1,657

Cash, beginning of period

671,117 49,723

Cash, end of period

$ 267,957 $ 51,380

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 683,125 $ 846,919

Short-term U.S. government and agency obligations (Note 3) (cost $4,509,805 and $1,287,844, respectively)

4,509,944 1,287,869

Unrealized appreciation on foreign currency forward contracts

164,531 404

Total assets

5,357,600 2,135,192

Liabilities and shareholders’ equity

Liabilities

Management fee payable

4,088 1,515

Unrealized depreciation on foreign currency forward contracts

4,613 15,649

Total liabilities

8,701 17,164

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

5,348,899 2,118,028

Total liabilities and shareholders’ equity

$ 5,357,600 $ 2,135,192

Shares outstanding (Note 1)

99,974 37,504

Net asset value per share (Note 1)

$ 53.50 $ 56.47

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

$ 53.61 $ 56.48

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(84% of shareholders’ equity)

U.S. Treasury Bills:

0.043% due 08/13/15†

$ 3,304,000 $ 3,303,961

0.015% due 08/20/15†

1,206,000 1,205,983

Total short-term U.S. government and agency obligations (cost $4,509,805)

$ 4,509,944

Foreign Currency Forward Contracts^

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

Contracts to Purchase

Yen with Goldman Sachs International

07/10/15 886,001,400 $ 7,240,191 $ 107,705

Yen with UBS AG

07/10/15 457,541,900 3,738,923 56,826

$ 164,531

Contracts to Sell

Yen with Goldman Sachs International

07/10/15 (30,550,900 ) $ (249,655 ) $ (4,263 )

Yen with UBS AG

07/10/15 (5,434,600 ) (44,410 ) (350 )

$ (4,613 )

All or partial amount segregated as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of June 30, 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 AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 459 $ 386 $ 750 $ 821

Expenses

Management fee

12,940 6,454 22,321 13,309

Total expenses

12,940 6,454 22,321 13,309

Net investment income (loss)

(12,481 ) (6,068 ) (21,571 ) (12,488 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(438,565 ) (11,079 ) (519,177 ) (21,596 )

Short-term U.S. government and agency obligations

22 2 8 78

Net realized gain (loss)

(438,543 ) (11,077 ) (519,169 ) (21,518 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

201,096 93,948 175,163 212,028

Short-term U.S. government and agency obligations

308 (245 ) 114 (347 )

Change in net unrealized appreciation/depreciation

201,404 93,703 175,277 211,681

Net realized and unrealized gain (loss)

(237,139 ) 82,626 (343,892 ) 190,163

Net income (loss)

$ (249,620 ) $ 76,558 $ (365,463 ) $ 177,675

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

$ (2.50 ) $ 2.21 $ (4.27 ) $ 4.93

Weighted-average shares outstanding (Note 1)

99,994 34,619 85,496 36,053

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 2,118,028

Addition of 75,000 shares (Note 1)

4,285,016

Redemption of 12,530 shares (Note 1)

(688,682 )

Net addition (redemption) of 62,470 shares (Note 1)

3,596,334

Net investment income (loss)

(21,571 )

Net realized gain (loss)

(519,169 )

Change in net unrealized appreciation/depreciation

175,277

Net income (loss)

(365,463 )

Shareholders’ equity, at June 30, 2015

$ 5,348,899

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(unaudited)

Six months ended
June 30, 2015
Six months ended
June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (365,463 ) $ 177,675

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

Purchases of short term U.S. government and agency obligations

(6,014,165 ) (2,838,520 )

Proceeds from sales or maturities of short term U.S government and agency obligations

2,792,962 4,287,810

Net amortization and accretion on short-term U.S government and agency obligations

(750 ) (821 )

Net realized gain (loss) on investments

(8 ) (78 )

Change in unrealized appreciation/depreciation on investments

(175,277 ) (211,681 )

Increase (Decrease) in management fee payable

2,573 (570 )

Net cash provided by (used in) operating activities

(3,760,128 ) 1,413,815

Cash flow from financing activities

Proceeds from addition of shares

4,285,016

Payment on shares redeemed

(688,682 ) (975,650 )

Net cash provided by (used in) financing activities

3,596,334 (975,650 )

Net increase (decrease) in cash

(163,794 ) 438,165

Cash, beginning of period

846,919 28,116

Cash, end of period

$ 683,125 $ 466,281

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION

June 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 42,743,168 $ 35,899,231

Segregated cash balances with brokers for futures contracts

167,012,417 296,561,615

Short-term U.S. government and agency obligations (Note 3) (cost $3,450,193,065 and $3,005,824,301, respectively)

3,450,230,846 3,005,876,580

Unrealized appreciation on swap agreements

18,223,915 27,585,336

Unrealized appreciation on forward agreements

2,600,285 2,850,677

Unrealized appreciation on foreign currency forward contracts

7,759,083 19,594,239

Receivable from capital shares sold

154,260,818 58,085,447

Receivable on open futures contracts

143,598,159 56,002,326

Offering costs (Note 5)

16,762 49,384

Limitation by Sponsor

11,498 9,474

Total assets

3,986,456,951 3,502,514,309

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

239,574,405 25,400,996

Payable on open futures contracts

13,291,990 46,405,998

Brokerage commissions and fees payable

46,819

Management fee payable

2,839,872 2,657,505

Payable for offering costs

65,785 65,785

Unrealized depreciation on swap agreements

6,683,890 76,512,435

Unrealized depreciation on forward agreements

14,316,276 14,882,468

Unrealized depreciation on foreign currency forward contracts

17,468,689 4,528,636

Payable for investments purchased

3,695,661

Total liabilities

297,983,387 170,453,823

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

3,688,473,564 3,332,060,486

Total liabilities and shareholders’ equity

$ 3,986,456,951 $ 3,502,514,309

Shares outstanding

95,415,929 71,732,357

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014*

(unaudited)

Three months
ended June 30,
2015
Three months
ended June 30,
2014
Six months
ended June 30,
2015
Six months
ended June 30,
2014

Investment Income

Interest

$ 302,360 $ 325,930 $ 663,031 $ 731,121

Expenses

Management fee

9,167,300 6,660,516 18,193,417 13,551,427

Brokerage commissions and fees

1,556,503 1,002,278 3,173,743 1,887,797

Offering costs

16,401 32,622

Limitation by Sponsor

(490 ) (2,024 )

Total expenses

10,739,714 7,662,794 21,397,758 15,439,224

Net investment income (loss)

(10,437,354 ) (7,336,864 ) (20,734,727 ) (14,708,103 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(352,520,924 ) (239,250,210 ) (550,824,346 ) (217,587,419 )

Swap agreements

99,131,062 (7,208,136 ) 12,725,799 (3,070,999 )

Forward agreements

(255,396 ) (101,401,500 ) (20,455,330 ) (38,776,360 )

Foreign currency forward contracts

1,066,442 6,104,162 102,328,698 (6,105,990 )

Short-term U.S. government and agency obligations

53,602 45,965 162,418 88,446

Net realized gain (loss)

(252,525,214 ) (341,709,719 ) (456,062,761 ) (265,452,322 )

Change in net unrealized appreciation/depreciation on

Futures contracts

180,287,597 (13,967,799 ) 110,988,754 (5,232,119 )

Swap agreements

63,009,579 (12,289,958 ) 60,467,124 (11,647,203 )

Forward agreements

(30,679,563 ) 132,857,496 315,800 84,884,063

Foreign currency forward contracts

(32,947,630 ) (16,253,334 ) (24,775,209 ) (30,731,335 )

Short-term U.S. government and agency obligations

(3,524 ) (91,974 ) (14,498 ) (107,469 )

Change in net unrealized appreciation/depreciation

179,666,459 90,254,431 146,981,971 37,165,937

Net realized and unrealized gain (loss)

(72,858,755 ) (251,455,288 ) (309,080,790 ) (228,286,385 )

Net income (loss)

$ (83,296,109 ) $ (258,792,152 ) $ (329,815,517 ) $ (242,994,488 )

* The operations include the activity of ProShares Ultra Australian Dollar through June 29, 2015, the date of liquidation. See Note 1.

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2015*

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 3,332,060,486

Addition of 100,522,500 shares

4,743,521,968

Redemption of 76,838,928 shares

(4,057,293,373 )

Net addition (redemption) of 23,683,572 shares

686,228,595

Net investment income (loss)

(20,734,727 )

Net realized gain (loss)

(456,062,761 )

Change in net unrealized appreciation/depreciation

146,981,971

Net income (loss)

(329,815,517 )

Shareholders’ equity, at June 30, 2015

$ 3,688,473,564

* Amounts include the activity of ProShares Ultra Australian Dollar through June 29, 2015, the date of liquidation. See Note 1.

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014*

(unaudited)

Six months ended Six months ended
June 30, 2015 June 30, 2014

Cash flow from operating activities

Net income (loss)

$ (329,815,517 ) $ (242,994,488 )

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

129,549,198 23,571,075

Purchases of short term U.S. government and agency obligations

(8,637,664,102 ) (5,414,223,023 )

Proceeds from sales or maturities of short term U.S government and agency obligations

8,194,114,705 5,747,935,409

Net amortization and accretion on short-term U.S government and agency obligations

(656,948 ) (728,293 )

Net realized gain (loss) on investments

(162,418 ) (88,446 )

Change in unrealized appreciation/depreciation on investments

(35,993,218 ) (42,398,056 )

Decrease (Increase) in receivable on futures contracts

(87,595,833 ) 6,036,641

Decrease (Increase) in Limitation by Sponsor

(2,024 )

Change in offering cost

32,622

Increase (Decrease) in management fee payable

182,367 (312,165 )

Increase (Decrease) in brokerage commissions and fees payable

46,819

Increase (Decrease) in payable for investments purchased

3,695,661

Increase (Decrease) in payable on futures contracts

(33,114,008 ) (1,678,698 )

Net cash provided by (used in) operating activities

(797,382,696 ) 75,119,956

Cash flow from financing activities

Proceeds from addition of shares

4,647,346,597 2,070,888,750

Payment on shares redeemed

(3,843,119,838 ) (2,139,640,589 )

Net cash provided by (used in) financing activities

804,226,759 (68,751,839 )

Net increase (decrease) in cash

6,844,063 6,368,117

Cash, beginning of period

35,899,231 23,390,732

Cash, end of period

$ 42,743,294 $ 29,758,849

* Amounts include the activity of ProShares Ultra Australian Dollar through June 29, 2015, the date of liquidation. See Note 1.

See accompanying notes to financial statements.

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PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

June 30, 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 June 30, 2015, the following twenty-one 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 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.

On May 22, 2015, the Trust announced plans to liquidate ProShares Ultra Australian Dollar (ticker symbol: GDAY). ProShares Ultra Australian Dollar was closed to purchases and redemptions as of the close of regular trading on the NYSE Arca on June 18, 2015. Beginning June 19, 2015, no secondary market for ProShares Ultra Australian Dollar’s Shares remained. Proceeds of the liquidation were distributed to shareholders on June 29, 2015. Any shareholders remaining in the fund on June 29, 2015 automatically had their shares redeemed for cash at ProShares Ultra Australian Dollar’s net asset value per Share as of June 19, 2015. On June 30, 2015, the NYSE Arca filed a Form 25 removing the listing of ProShares Ultra Australian Dollar on the NYSE Arca. On July 10, 2015 a Form 15 was filed with the U.S. Securities and Exchange Commission (“SEC”) terminating the registration of ProShares Ultra Australian Dollar.

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

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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.

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 and the six months ended June 30, 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 VIX Short-Term Futures ETF May 20, 2015 1-for-5 reverse Share split May 20, 2015
ProShares Ultra Bloomberg Commodity May 20, 2015 1-for-4 reverse Share split May 20, 2015
ProShares Ultra Bloomberg Crude Oil May 20, 2015 1-for-5 reverse Share split May 20, 2015
ProShares Ultra Bloomberg Natural Gas May 20, 2015 1-for-4 reverse Share split May 20, 2015
ProShares Ultra Silver January 21, 2014 1-for-4 reverse Share split January 24, 2014
ProShares Ultra Yen May 20, 2015 1-for-4 reverse Share split May 20, 2015

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, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Natural Gas, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Silver and ProShares Ultra Yen, 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.

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”). Certain prior year amounts have been reclassified to conform to the current year presentation.

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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 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 June 30, 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 six months ended June 30, 2015 were as follows. All times are Eastern Standard Time:

Create/Redeem

Cut-off*

NAV Calculation

Time

NAV

Calculation Date

UltraShort Silver, Ultra Silver 6:30 a.m. 7:00 a.m. June 30
UltraShort Gold, Ultra Gold 9:30 a.m. 10:00 a.m. June 30

UltraShort Bloomberg Crude Oil,

Ultra Bloomberg Crude Oil

2:00 p.m. 2:30 p.m. June 30

UltraShort Bloomberg Natural Gas,

Ultra Bloomberg Natural Gas

2:00 p.m. 2:30 p.m. June 30

UltraShort Bloomberg Commodity,

Ultra Bloomberg Commodity

10:45 a.m. 2:30 p.m. June 30
Managed Futures Strategy 10:45 a.m. 3:00 p.m. June 30
UltraShort Australian Dollar 3:00 p.m. 4:00 p.m. June 30

Short Euro,

UltraShort Euro,

Ultra Euro

3:00 p.m. 4:00 p.m. June 30

UltraShort Yen,

Ultra Yen

3:00 p.m. 4:00 p.m. June 30

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. June 30
VIX Mid-Term Futures ETF 2:00 p.m. 4:15 p.m. June 30

* 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 six months ended June 30, 2015.

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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 six months ended June 30, 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 industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment. While the 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.

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.

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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 June 30, 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

$ $ (105,120 ) $ $ $ $ (105,120 )

VIX Short-Term Futures ETF

136,684,757 13,910,457 150,595,214

VIX Mid-Term Futures ETF

26,189,554 (300,345 ) 25,889,209

Short VIX Short-Term Futures ETF

126,569,817 (16,579,661 ) 109,990,156

Ultra VIX Short-Term Futures ETF

426,846,403 88,502,510 515,348,913

UltraShort Bloomberg Commodity

4,911,681 (237,572 ) 4,674,109

UltraShort Bloomberg Crude Oil

192,083,366 4,228,226 (6,446,318 ) 189,865,274

UltraShort Bloomberg Natural Gas

11,620,751 27,059 11,647,810

UltraShort Gold

73,848,088 10,370 3,028 73,861,486

UltraShort Silver

57,659,474 2,890 2,554,412 60,216,776

Short Euro

16,892,063 238,288 17,130,351

UltraShort Australian Dollar

16,970,843 (97,460 ) 16,873,383

UltraShort Euro

578,168,780 4,476,084 582,644,864

UltraShort Yen

428,853,064 (14,212,126 ) 414,640,938

Ultra Bloomberg Commodity

1,382,982 96,157 1,479,139

Ultra Bloomberg Crude Oil

885,209,189 (8,705,078 ) 18,127,758 894,631,869

Ultra Bloomberg Natural Gas

59,691,488 (849,291 ) 58,842,197

Ultra Gold

89,234,894 (10,420 ) (414,904 ) 88,809,570

Ultra Silver

299,754,121 (4,910 ) (13,858,527 ) 285,890,684

Ultra Euro

13,149,587 (133,482 ) 13,016,105

Ultra Yen

4,509,944 159,918 4,669,862

Total Trust

$ 3,450,230,846 $ 80,267,515 $ (11,715,991 ) $ (9,709,606 ) $ 11,540,025 $ 3,520,612,789

* 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.

At June 30, 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 June 30, 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.

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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 Euro

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

Ultra Yen

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

Total Trust

$ 3,003,470,895 $ (30,624,414 ) $ (12,031,791 ) $ 15,065,603 $ (48,927,099 ) $ 2,926,953,194

* 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.

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

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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.

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.

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

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

Swap Agreements

Certain of the Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) an underlying index, currency or commodity, or to create an economic hedge against a position. Swap agreements are two-party contracts that have traditionally been entered into primarily with institutional investors in over-the-counter (“OTC”) markets for a specified period, ranging from a day to more than one year. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) provides for significant reforms of the OTC derivative markets, including a requirement to execute certain swap 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.

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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 June 30, 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.

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

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks in connection with uncleared swaps by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of June 30, 2015, the collateral posted by counterparties consisted of 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.

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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.

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 June 30, 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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The following tables indicate the location of derivative related items on the Statement of Financial Condition as well as the effect of derivative instruments on the Statement of Operations during the reporting period.

Fair Value of Derivative Instruments

as of June 30, 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

$ 98,665 *

Payable on open futures contracts

ProShares Managed Futures Strategy

$ 203,785 *

VIX Futures Contracts

Receivables on open futures contracts

ProShares VIX Short-Term Futures ETF

13,910,457 *

Payable on open futures contracts

ProShares VIX Mid-Term Futures ETF

388,565 *

ProShares VIX Mid-Term Futures ETF

88,220 *

ProShares Short VIX Short-Term Futures ETF

16,579,661 *

ProShares Ultra VIX Short-Term Futures ETF

88,502,510 *

Commodities Contracts

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

ProShares UltraShort Bloomberg Crude Oil

4,228,226 *

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

ProShares UltraShort Bloomberg Commodity

237,572

ProShares UltraShort Bloomberg Natural Gas

27,059 *

ProShares UltraShort Bloomberg Crude Oil

6,446,318

ProShares UltraShort Gold

56,243 *

ProShares UltraShort Gold

42,845

ProShares UltraShort Silver

2,557,302 *

ProShares Ultra Bloomberg Crude Oil

8,705,078 *

ProShares Ultra Bloomberg Commodity

96,157

ProShares Ultra Bloomberg Natural Gas

849,291 *

ProShares Ultra Bloomberg Crude Oil

ProShares Ultra Gold

425,324 *
18,127,758

ProShares Ultra Silver

13,863,437 *

Foreign Exchange Contracts

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

ProShares Short Euro

238,288 *

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

ProShares UltraShort Australian Dollar

97,460 *

ProShares UltraShort Euro

6,888,913

ProShares UltraShort Euro

2,412,829

ProShares UltraShort Yen

656,113

ProShares UltraShort Yen

14,868,239

ProShares Ultra Euro

49,526

ProShares Ultra Euro

183,008

ProShares Ultra Yen

164,531

ProShares Ultra Yen

4,613

Total Trust

$ 135,689,968 *

Total Trust

$ 65,308,025 *

* 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 Euro

106,292

ProShares UltraShort Yen

571,149

ProShares Ultra Yen

15,649

ProShares Ultra Euro

2,921

ProShares Ultra Yen

404

Total Trust

$ 117,369,486 *

Total Trust

$ 193,887,187 *

* 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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Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended June 30, 2015

Derivatives not
accounted for as
hedging instruments

Location of Gain

(Loss) on Derivatives

Recognized in Income

Fund

Realized Gain
(Loss) on

Derivatives
Recognized in
Income
Change in
Unrealized
Appreciation/
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

$ (200,957 ) $ (188,353 )

VIX Futures Contracts

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

ProShares VIX Short-Term Futures ETF

(51,589,586 ) 19,016,568

ProShares VIX Mid-Term Futures ETF

(3,050,039 ) 200,045

ProShares Short VIX Short-Term Futures ETF

86,037,110 (23,571,645 )

ProShares Ultra VIX Short-Term Futures ETF

(401,789,858 ) 137,428,203

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

(75,531 ) (514,197 )

ProShares UltraShort Bloomberg Crude Oil

(83,705,228 ) (46,481,826 )

ProShares UltraShort Bloomberg Natural Gas

(77,627 ) (832,681 )

ProShares UltraShort Gold

(525,529 ) 1,601,519

ProShares UltraShort Silver

(569,146 ) 6,290,390

ProShares Ultra Bloomberg Commodity

7,472 225,590

ProShares Ultra Bloomberg Crude Oil

206,304,171 151,760,340

ProShares Ultra Bloomberg Natural Gas

(3,971,479 ) 6,588,334

ProShares Ultra Gold

(920,176 ) (2,092,312 )

ProShares Ultra Silver

1,759,131 (36,480,985 )

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

(906,332 ) 128,519

ProShares UltraShort Australian Dollar

(445,902 ) (517,310 )

ProShares UltraShort Euro

(29,574,030 ) (18,914,111 )

ProShares UltraShort Yen

30,642,122 (14,879,883 )

ProShares Ultra Euro

436,915 645,268

ProShares Ultra Yen

(438,565 ) 201,096

Total Trust

$ (252,653,064 ) $ 179,612,569

123


Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended June 30, 2014

Derivatives not
accounted for as
hedging instruments

Location of Gain

(Loss) on Derivatives

Recognized in Income

Fund

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

$ (41,227,047 ) $ (1,586,521 )

ProShares VIX Mid-Term Futures ETF

(6,666,419 ) (1,487,840 )

ProShares Short VIX

Short-Term Futures ETF

73,536,615 837,428

ProShares Ultra VIX Short-Term Futures ETF

(247,176,983 ) (10,831,519 )

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

130,061 (151,988 )

ProShares UltraShort Bloomberg Crude Oil

(31,567,008 ) (14,316,548 )

ProShares UltraShort Bloomberg Natural Gas

(1,970,509 ) (2,011,476 )

ProShares UltraShort Gold

13,875,395 (19,136,970 )

ProShares UltraShort Silver

12,455,116 (18,328,033 )

ProShares Ultra Bloomberg Commodity

(160,396 ) 123,172

ProShares Ultra Bloomberg Crude Oil

9,814,101 2,164,869

ProShares Ultra Bloomberg Natural Gas

162,451 440,646

ProShares Ultra Gold

(21,489,136 ) 25,259,667

ProShares Ultra Silver

(106,239,950 ) 145,054,357

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

225,122 (159,059 )

ProShares UltraShort Australian Dollar

(1,846,929 ) 859,039

ProShares UltraShort Euro

5,886,956 (1,863,031 )

ProShares UltraShort Yen

268,536 (14,493,994 )

ProShares Ultra Euro

(40,251 ) 9,743

ProShares Ultra Yen

(11,079 ) 93,948

Total Trust

$ (342,041,354 ) $ 90,475,890

124


Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the six months ended June 30, 2015

Derivatives not
accounted for as
hedging instruments

Location of Gain

(Loss) on Derivatives

Recognized in Income

Fund

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

$ (81,705 ) $ (209,447 )

VIX Futures Contracts

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

ProShares VIX Short-Term Futures ETF

(60,567,916 ) 7,645,837

ProShares VIX Mid-Term Futures ETF

(2,923,368 ) (561,010 )

ProShares Short VIX Short-Term Futures ETF

109,848,395 (227,512 )

ProShares Ultra VIX Short-Term Futures ETF

(536,883,084 ) 48,917,257

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

781,018 (804,831 )

ProShares UltraShort Bloomberg Crude Oil

(39,055,356 ) (45,042,772 )

ProShares UltraShort Bloomberg Natural Gas

5,101,641 (3,914,406 )

ProShares UltraShort Gold

1,393,001 2,300,696

ProShares UltraShort Silver

(1,930,851 ) 1,960,789

ProShares Ultra Bloomberg Commodity

(512,987 ) 427,495

ProShares Ultra Bloomberg Crude Oil

32,621,052 132,078,564

ProShares Ultra Bloomberg Natural Gas

(49,808,443 ) 34,039,992

ProShares Ultra Gold

(3,907,932 ) (2,481,058 )

ProShares Ultra Silver

(16,009,962 ) (1,466,757 )

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

1,150,762 (147,043 )

ProShares UltraShort Australian Dollar

2,533,768 (840,941 )

ProShares UltraShort Euro

77,941,788 (12,286,910 )

ProShares UltraShort Yen

25,534,388 (12,633,351 )

ProShares Ultra Euro

(628,301 ) (30,111 )

ProShares Ultra Yen

(519,177 ) 175,163

Total Trust

$ (455,923,269 ) $ 146,899,644

125


Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the six months ended June 30, 2014

Derivatives not
accounted for as
hedging instruments

Location of Gain

(Loss) on Derivatives

Recognized in Income

Fund

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

$ (25,447,340 ) $ 10,039,200

ProShares VIX Mid-Term Futures ETF

(12,064,321 ) 1,401,639

ProShares Short VIX Short-Term Futures ETF

76,268,051 803,672

ProShares Ultra VIX Short-Term Futures ETF

(250,723,287 ) (16,523,435 )

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

(505,634 ) (22,054 )

ProShares UltraShort Bloomberg Crude Oil

(43,845,009 ) (17,708,120 )

ProShares UltraShort Bloomberg Natural Gas

(11,185,543 ) 1,425,544

ProShares UltraShort Gold

(8,274,292 ) (16,235,921 )

ProShares UltraShort Silver

(159,289 ) (8,366,466 )

ProShares Ultra Bloomberg Commodity

376,946 (6,034 )

ProShares Ultra Bloomberg Crude Oil

31,007,769 2,649,580

ProShares Ultra Bloomberg Natural Gas

16,965,826 2,245,774

ProShares Ultra Gold

1,944,484 20,060,269

ProShares Ultra Silver

(32,284,378 ) 89,417,746

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

158,534 (77,928 )

ProShares UltraShort Australian Dollar

(1,925,538 ) (1,280,445 )

ProShares UltraShort Euro

(6,295,085 ) 8,161,166

ProShares UltraShort Yen

165,806 (39,034,294 )

ProShares Ultra Euro

44,885 (70,235 )

ProShares Ultra Yen

(21,596 ) 212,028

Total Trust

$ (265,799,011 ) $ 37,091,686

126


Table of Contents

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 June 30, 2015:

Fair Values of Derivative Instruments as of June 30, 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

$ $ $ $ 237,572 $ $ 237,572

ProShares UltraShort Bloomberg Crude Oil

Swap agreements

6,446,318 6,446,318

ProShares UltraShort Gold

Forward agreements

45,873 45,873 42,845 42,845

ProShares UltraShort Silver

Forward agreements

2,554,412 2,554,412

ProShares UltraShort Euro

Foreign currency forward contracts

6,888,913 6,888,913 2,412,829 2,412,829

ProShares UltraShort Yen

Foreign currency forward contracts

656,113 656,113 14,868,239 14,868,239

ProShares Ultra Bloomberg Commodity

Swap agreements

96,157 96,157

ProShares Ultra Bloomberg Crude Oil

Swap agreements

18,127,758 18,127,758

ProShares Ultra Gold

Forward agreements

414,904 414,904

ProShares Ultra Silver

Forward agreements

13,858,527 13,858,527

ProShares Ultra Euro

Foreign currency forward contracts

49,526 49,526 183,008 183,008

ProShares Ultra Yen

Foreign currency forward contracts

164,531 164,531 4,613 4,613

127


Table of Contents

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at June 30, 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”.

Gross Amounts Not Offset in the Statements of Financial Condition as of June 30, 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

$ (98,160 ) $ 98,160 $ $

Goldman Sachs International

(104,060 ) 104,060

UBS AG

(35,352 ) 35,352

ProShares UltraShort Bloomberg Crude Oil

Deutsche Bank AG

(1,757,905 ) 1,757,905

Goldman Sachs International

(2,081,349 ) 2,081,349

Societe Generale S.A.

(664,936 ) 664,936

UBS AG

(1,942,128 ) 1,942,128

ProShares UltraShort Gold

Deutsche Bank AG

(26,035 ) 26,035

Goldman Sachs International

(16,810 ) 16,810

Societe Generale S.A.

19,085 (19,085 )

UBS AG

26,788 26,788

ProShares UltraShort Silver

Deutsche Bank AG

1,223,509 (750,000 ) 473,509

Goldman Sachs International

546,280 (471,748 ) 74,532

Societe Generale S.A.

270,536 (270,536 )

UBS AG

514,087 (426,462 ) 87,625

ProShares UltraShort Euro

Goldman Sachs International

1,502,917 1,502,917

UBS AG

2,973,167 2,973,167

ProShares UltraShort Yen

Goldman Sachs International

(7,208,165 ) 7,208,165

UBS AG

(7,003,961 ) 7,003,961

ProShares Ultra Bloomberg Commodity

Deutsche Bank AG

41,883 41,883

Goldman Sachs International

40,373 40,373

UBS AG

13,901 13,901

ProShares Ultra Bloomberg Crude Oil

Deutsche Bank AG

5,709,314 5,709,314

Goldman Sachs International

5,294,770 5,294,770

Societe Generale S.A.

2,092,023 (2,092,023 )

UBS AG

5,031,651 5,031,651

ProShares Ultra Gold

Deutsche Bank AG

(262,178 ) 262,178

Goldman Sachs International

(43,820 ) 43,820

Societe Generale S.A.

(36,974 ) 36,974

UBS AG

(71,932 ) 71,932

ProShares Ultra Silver

Deutsche Bank AG

(5,222,832 ) 5,222,832

Goldman Sachs International

(3,532,501 ) 3,532,501

Societe Generale S.A.

(1,435,222 ) 1,435,222

UBS AG

(3,667,972 ) 3,667,972

ProShares Ultra Euro

Goldman Sachs International

(73,167 ) 73,167

UBS AG

(60,315 ) 60,315

ProShares Ultra Yen

Goldman Sachs International

103,442 103,442

UBS AG

56,476 56,476

128


Table of Contents

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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Table of Contents

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

130


Table of Contents

NOTE 4 – AGREEMENTS

Management Fee

Each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95% per annum of its average daily NAV of such Fund. Each Matching VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.85% per annum of its average daily NAV of such Fund. The 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 and six months ended June 30, 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
June 30, 2015
Six Months Ended
June 30, 2015

Managed Futures Strategy

$ $

VIX Short-Term Futures ETF

18,423 51,826

VIX Mid-Term Futures ETF

2,955 8,093

Short VIX Short-Term Futures ETF

66,674 127,966

Ultra VIX Short-Term Futures ETF

277,542 614,512

UltraShort Bloomberg Commodity

UltraShort Bloomberg Crude Oil

136,787 268,446

UltraShort Bloomberg Natural Gas

2,026 4,839

UltraShort Gold

1,033 6,279

UltraShort Silver

10,886 19,886

Short Euro

UltraShort Australian Dollar

UltraShort Euro

UltraShort Yen

Ultra Bloomberg Commodity

536 536

Ultra Bloomberg Crude Oil

257,034 550,274

Ultra Bloomberg Natural Gas

4,091 8,754

Ultra Gold

864 2,323

Ultra Silver

12,377 22,885

Ultra Euro

Ultra Yen

Total Trust

$ 791,228 $ 1,686,619

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NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended June 30, 2015:

For the Three Months Ended June 30, 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 March 31, 2015

$ 21.4684 $ 17.0847 $ 61.3728 $ 67.6743 $ 75.9490 $ 96.9776 $ 86.7311

Net investment income (loss)

(0.0445 ) (0.0298 ) (0.1229 ) (0.3010 ) (0.1810 ) (0.2046 ) (0.1564 )

Net realized and unrealized gain (loss)#

(0.9263 ) (3.5364 ) (6.3101 ) 11.4796 (31.2512 ) (9.8320 ) (29.7623 )

Change in net asset value from operations

(0.9708 ) (3.5662 ) (6.4330 ) 11.1786 (31.4322 ) (10.0366 ) (29.9187 )

Net asset value, at June 30, 2015

$ 20.4976 $ 13.5185 $ 54.9398 $ 78.8529 $ 44.5168 $ 86.9410 $ 56.8124

Market value per share, at March 31, 2015†

$ 21.50 $ 17.01 $ 61.09 $ 68.04 $ 75.25 $ 98.25 $ 87.14

Market value per share, at June 30, 2015†

$ 20.90 $ 13.42 $ 54.31 $ 79.06 $ 43.96 $ 88.96 $ 57.12

Total Return, at net asset value^

(4.5 )% (20.9 )% (10.5 )% 16.5 % (41.4 )% (10.3 )% (34.5 )%

Total Return, at market value ^

(2.8 )% (21.1 )% (11.1 )% 16.2 % (41.6 )% (9.5 )% (34.5 )%

Ratios to Average Net Assets**

Expense ratio

(0.85 )% (0.92 )% (0.91 )% (1.49 )% (1.58 )% (0.95 )% (1.07 )%

Expense ratio, excluding brokerage commissions

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

Net investment income (loss)

(0.85 )% (0.89 )% (0.88 )% (1.47 )% (1.56 )% (0.92 )% (1.04 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2015.
** Percentages are annualized.

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For the Three Months Ended June 30, 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 March 31, 2015

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

Net investment income (loss)

(0.3131 ) (0.2193 ) (0.2333 ) (0.1020 ) (0.1372 ) (0.0575 ) (0.2067 )

Net realized and unrealized gain (loss)#

(12.3763 ) 1.4001 8.4908 (1.7288 ) (2.7520 ) (2.1526 ) 3.4095

Change in net asset value from operations

(12.6894 ) 1.1808 8.2575 (1.8308 ) (2.8892 ) (2.2101 ) 3.2028

Net asset value, at June 30, 2015

$ 74.7968 $ 99.0011 $ 109.4314 $ 43.0220 $ 54.5527 $ 24.7394 $ 92.1775

Market value per share, at March 31, 2015†

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

Market value per share, at June 30, 2015†

$ 75.20 $ 98.82 $ 108.54 $ 43.05 $ 55.09 $ 24.75 $ 92.19

Total Return, at net asset value^

(14.5 )% 1.2 % 8.2 % (4.1 )% (5.0 )% (8.2 )% 3.6 %

Total Return, at market value ^

(14.1 )% 0.7 % 7.6 % (4.1 )% (3.9 )% (8.2 )% 3.7 %

Ratios to Average Net Assets**

Expense ratio

(1.58 )% (0.95 )% (0.95 )% (0.97 )% (1.03 )% (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)

(1.56 )% (0.91 )% (0.92 )% (0.94 )% (1.01 )% (0.91 )% (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.
^ Percentages are not annualized for the period ended June 30, 2015.
** Percentages are annualized.

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For the Three Months Ended June 30, 2015 (unaudited)

Per Share Operating Performance

Ultra
Bloomberg
Commodity*
Ultra
Bloomberg
Crude Oil*
Ultra
Bloomberg
Natural Gas*
Ultra Gold Ultra Silver Ultra Euro Ultra Yen*

Net asset value, at March 31, 2015

$ 45.6545 $ 34.1249 $ 45.6663 $ 38.3796 $ 41.4806 $ 15.5427 $ 55.9986

Net investment income (loss)

(0.1110 ) (0.1142 ) (0.1525 ) (0.0877 ) (0.0904 ) (0.0377 ) (0.1248 )

Net realized and unrealized gain (loss)#

4.0403 11.4881 (0.0891 ) (1.2720 ) (4.9420 ) 1.0857 (2.3709 )

Change in net asset value from operations

3.9293 11.3739 (0.2416 ) (1.3597 ) (5.0324 ) 1.0480 (2.4957 )

Net asset value, at June 30, 2015

$ 49.5838 $ 45.4988 $ 45.4247 $ 37.0199 $ 36.4482 $ 16.5907 $ 53.5029

Market value per share, at March 31, 2015†

$ 46.80 $ 33.95 $ 45.56 $ 38.14 $ 41.69 $ 15.54 $ 55.96

Market value per share, at June 30, 2015†

$ 47.02 $ 45.20 $ 45.20 $ 37.04 $ 36.63 $ 16.59 $ 53.61

Total Return, at net asset value^

8.6 % 33.3 % (0.5 )% (3.5 )% (12.1 )% 6.7 % (4.5 )%

Total Return, at market value ^

0.5 % 33.1 % (0.8 )% (2.9 )% (12.1 )% 6.8 % (4.2 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (1.04 )% (1.37 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

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

Net investment income (loss)

(0.91 )% (1.01 )% (1.33 )% (0.91 )% (0.90 )% (0.92 )% (0.92 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2015.
** Percentages are annualized.

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Selected data for a Share outstanding throughout the three months ended June 30, 2014:

For the Three Months Ended June 30, 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 March 31, 2014

$ 28.2007 $ 73.9747 $ 61.8592 $ 301.4824 $ 54.7316 $ 28.4845 $ 43.9084

Net investment income (loss)

(0.0488 ) (0.1399 ) (0.2536 ) (0.8921 ) (0.1211 ) (0.0623 ) (0.1094 )

Net realized and unrealized gain (loss)#

(9.1435 ) (12.0658 ) 26.8007 (167.8301 ) (0.3675 ) (3.7890 ) (3.2407 )

Change in net asset value from operations

(9.1923 ) (12.2057 ) 26.5471 (168.7222 ) (0.4886 ) (3.8513 ) (3.3501 )

Net asset value, at June 30, 2014

$ 19.0084 $ 61.7690 $ 88.4063 $ 132.7602 $ 54.2430 $ 24.6332 $ 40.5583

Market value per share, at March 31, 2014†

$ 28.10 $ 74.00 $ 61.97 $ 299.55 $ 55.25 $ 28.54 $ 43.71

Market value per share, at June 30, 2014†

$ 19.03 $ 61.88 $ 88.27 $ 133.10 $ 52.00 $ 24.61 $ 40.43

Total Return, at net asset value ^

(32.6 )% (16.5 )% 42.9 % (56.0 )% (0.9 )% (13.5 )% (7.6 )%

Total Return, at market value ^

(32.3 )% (16.4 )% 42.4 % (55.6 )% (5.9 )% (13.8 )% (7.5 )%

Ratios to Average Net Assets**

Expense ratio

(0.85 )% (0.85 )% (1.48 )% (1.73 )% (0.95 )% (0.98 )% (1.15 )%

Expense ratio, excluding brokerage commissions

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

Net investment income (loss)

(0.81 )% (0.81 )% (1.44 )% (1.71 )% (0.91 )% (0.94 )% (1.11 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2014.
** Percentages are annualized.

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For the Three Months Ended June 30, 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 March 31, 2014

$ 88.2955 $ 82.7317 $ 35.5105 $ 42.3310 $ 16.9264 $ 67.6164 $ 88.4253

Net investment income (loss)

(0.1972 ) (0.1892 ) (0.0817 ) (0.0991 ) (0.0380 ) (0.1463 ) (0.2026 )

Net realized and unrealized gain (loss)#

(4.1015 ) (8.8783 ) 0.1843 (1.9777 ) 0.1719 (2.5778 ) (0.1074 )

Change in net asset value from operations

(4.2987 ) (9.0675 ) 0.1026 (2.0768 ) 0.1339 (2.7241 ) (0.3100 )

Net asset value, at June 30, 2014

$ 83.9968 $ 73.6642 $ 35.6131 $ 40.2542 $ 17.0603 $ 64.8923 $ 88.1153

Market value per share, at March 31, 2014†

$ 89.45 $ 84.24 $ 35.58 $ 42.27 $ 16.93 $ 67.62 $ 86.04

Market value per share, at June 30, 2014†

$ 82.11 $ 72.05 $ 35.66 $ 40.29 $ 17.05 $ 64.89 $ 88.08

Total Return, at net asset value ^

(4.9 )% (11.0 )% 0.3 % (4.9 )% 0.8 % (4.0 )% (0.4 )%

Total Return, at market value ^

(8.2 )% (14.5 )% 0.2 % (4.7 )% 0.7 % (4.0 )% 2.4 %

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.95 )% (0.97 )% (1.00 )% (0.95 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

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

Net investment income (loss)

(0.90 )% (0.90 )% (0.92 )% (0.96 )% (0.89 )% (0.89 )% (0.90 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2014.
** Percentages are annualized.

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For the Three Months Ended June 30, 2014 (unaudited)

Per Share Operating Performance

Ultra
Bloomberg
Crude Oil*
Ultra
Bloomberg
Natural Gas*
Ultra Gold Ultra Silver Ultra Euro Ultra Yen*

Net asset value, at March 31, 2014

$ 173.1303 $ 180.5494 $ 47.0239 $ 65.2313 $ 26.0292 $ 77.2222

Net investment income (loss)

(0.4229 ) (0.5346 ) (0.1043 ) (0.1410 ) (0.0578 ) (0.1753 )

Net realized and unrealized gain (loss)#

23.2450 0.1259 1.4581 5.0140 (0.3060 ) 2.8224

Change in net asset value from operations

22.8221 (0.4087 ) 1.3538 4.8730 (0.3638 ) 2.6471

Net asset value, at June 30, 2014

$ 195.9524 $ 180.1407 $ 48.3777 $ 70.1043 $ 25.6654 $ 79.8693

Market value per share, at March 31, 2014†

$ 172.80 $ 181.28 $ 46.34 $ 64.12 $ 25.98 $ 77.16

Market value per share, at June 30, 2014†

$ 195.95 $ 180.08 $ 49.41 $ 71.76 $ 25.80 $ 80.28

Total Return, at net asset value ^

13.2 % (0.2 )% 2.9 % 7.5 % (1.4 )% 3.4 %

Total Return, at market value ^

13.4 % (0.7 )% 6.6 % 11.9 % (0.7 )% 4.0 %

Ratios to Average Net Assets**

Expense ratio

(0.98 )% (1.15 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

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

Net investment income (loss)

(0.93 )% (1.11 )% (0.90 )% (0.91 )% (0.90 )% (0.89 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2014.
** Percentages are annualized.

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Selected data for a Share outstanding throughout the six months ended June 30, 2015:

For the Six Months Ended June 30, 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 $ 125.4591 $ 87.7495 $ 77.9790

Net investment income (loss)

(0.0878 ) (0.0712 ) (0.2673 ) (0.4540 ) (0.5018 ) (0.4099 ) (0.3489 )

Net realized and unrealized gain (loss)#

(0.5500 ) (7.3424 ) (8.3949 ) 17.9065 (80.4405 ) (0.3986 ) (20.8177 )

Change in net asset value from operations

(0.6378 ) (7.4136 ) (8.6622 ) 17.4525 (80.9423 ) (0.8085 ) (21.1666 )

Net asset value, at June 30, 2015

$ 20.4976 $ 13.5185 $ 54.9398 $ 78.8529 $ 44.5168 $ 86.9410 $ 56.8124

Market value per share, at December 31, 2014†

$ 21.28 $ 20.99 $ 63.89 $ 61.16 $ 125.75 $ 87.44 $ 76.52

Market value per share, at June 30, 2015†

$ 20.90 $ 13.42 $ 54.31 $ 79.06 $ 43.96 $ 88.96 $ 57.12

Total Return, at net asset value ^

(3.0 )% (35.4 )% (13.6 )% 28.4 % (64.5 )% (0.9 )% (27.1 )%

Total Return, at market value ^

(1.8 )% (36.1 )% (15.0 )% 29.3 % (65.0 )% 1.7 % (25.4 )%

Ratios to Average Net Assets**

Expense ratio

(0.84 )% (0.95 )% (0.94 )% (1.43 )% (1.63 )% (0.95 )% (1.04 )%

Expense ratio, excluding brokerage commissions

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

Net investment income (loss)

(0.84 )% (0.92 )% (0.90 )% (1.40 )% (1.61 )% (0.91 )% (1.02 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2015.
** Percentages are annualized.

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For the Six Months Ended June 30, 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)

(0.5876 ) (0.4295 ) (0.4638 ) (0.2016 ) (0.2717 ) (0.1123 ) (0.4045 )

Net realized and unrealized gain (loss)#

(8.5733 ) 2.7790 (5.7191 ) 3.1619 3.4454 3.2571 3.2484

Change in net asset value from operations

(9.1609 ) 2.3495 (6.1829 ) 2.9603 3.1737 3.1448 2.8439

Net asset value, at June 30, 2015

$ 74.7968 $ 99.0011 $ 109.4314 $ 43.0220 $ 54.5527 $ 24.7394 $ 92.1775

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 June 30, 2015†

$ 75.20 $ 98.82 $ 108.54 $ 43.05 $ 55.09 $ 24.75 $ 92.19

Total Return, at net asset value ^

(10.9 )% 2.4 % (5.3 )% 7.4 % 6.2 % 14.6 % 3.2 %

Total Return, at market value ^

(8.3 )% (1.4 )% (9.1 )% 7.5 % 7.2 % 14.5 % 3.2 %

Ratios to Average Net Assets**

Expense ratio

(1.50 )% (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)

(1.48 )% (0.91 )% (0.91 )% (0.94 )% (1.01 )% (0.91 )% (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.
^ Percentages are not annualized for the period ended June 30, 2015.
** Percentages are annualized.

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For the Six Months Ended June 30, 2015 (unaudited)

Per Share Operating Performance

Ultra
Bloomberg
Commodity*
Ultra
Bloomberg
Crude Oil*
Ultra
Bloomberg
Natural Gas*
Ultra Gold Ultra Silver Ultra Euro Ultra Yen*

Net asset value, at December 31, 2014

$ 52.1342 $ 50.7400 $ 61.6491 $ 40.0011 $ 39.3657 $ 19.8744 $ 56.4747

Net investment income (loss)

(0.2214 ) (0.2074 ) (0.3071 ) (0.1780 ) (0.1842 ) (0.0751 ) (0.2523 )

Net realized and unrealized gain (loss)#

(2.3290 ) (5.0338 ) (15.9173 ) (2.8032 ) (2.7333 ) (3.2086 ) (2.7195 )

Change in net asset value from operations

(2.5504 ) (5.2412 ) (16.2244 ) (2.9812 ) (2.9175 ) (3.2837 ) (2.9718 )

Net asset value, at June 30, 2015

$ 49.5838 $ 45.4988 $ 45.4247 $ 37.0199 $ 36.4482 $ 16.5907 $ 53.5029

Market value per share, at December 31, 2014†

$ 51.44 $ 51.85 $ 63.12 $ 38.41 $ 38.05 $ 19.80 $ 56.48

Market value per share, at June 30, 2015†

$ 47.02 $ 45.20 $ 45.20 $ 37.04 $ 36.63 $ 16.59 $ 53.61

Total Return, at net asset value ^

(4.9 )% (10.3 )% (26.3 )% (7.5 )% (7.4 )% (16.5 )% (5.3 )%

Total Return, at market value ^

(8.6 )% (12.8 )% (28.4 )% (3.6 )% (3.7 )% (16.2 )% (5.1 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (1.02 )% (1.26 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

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

Net investment income (loss)

(0.91 )% (0.99 )% (1.23 )% (0.91 )% (0.90 )% (0.92 )% (0.92 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2015.
** Percentages are annualized.

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Selected data for a Share outstanding throughout the six months ended June 30, 2014:

For the Six Months Ended June 30, 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 $ 335.4203 $ 63.2936 $ 31.7301 $ 69.9635

Net investment income (loss)

(0.1078 ) (0.2934 ) (0.4717 ) (2.1412 ) (0.2543 ) (0.1298 ) (0.2303 )

Net realized and unrealized gain (loss)#

(9.4225 ) (15.1214 ) 21.3787 (200.5189 ) (8.7963 ) (6.9671 ) (29.1749 )

Change in net asset value from operations

(9.5303 ) (15.4148 ) 20.9070 (202.6601 ) (9.0506 ) (7.0969 ) (29.4052 )

Net asset value, at June 30, 2014

$ 19.0084 $ 61.7690 $ 88.4063 $ 132.7602 $ 54.2430 $ 24.6332 $ 40.5583

Market value per share, at December 31, 2013†

$ 28.53 $ 77.16 $ 67.47 $ 335.60 $ 58.41 $ 31.58 $ 69.36

Market value per share, at June 30, 2014†

$ 19.03 $ 61.88 $ 88.27 $ 133.10 $ 52.00 $ 24.61 $ 40.43

Total Return, at net asset value ^

(33.4 )% (20.0 )% 31.0 % (60.4 )% (14.3 )% (22.4 )% (42.0 )%

Total Return, at market value ^

(33.3 )% (19.8 )% 30.8 % (60.3 )% (11.0 )% (22.1 )% (41.7 )%

Ratios to Average Net Assets**

Expense ratio

(0.85 )% (0.85 )% (1.49 )% (1.76 )% (0.95 )% (0.98 )% (1.16 )%

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 )% (1.73 )% (0.91 )% (0.93 )% (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.
^ Percentages are not annualized for the period ended June 30, 2014.
** Percentages are annualized.

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For the Six Months Ended June 30, 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 $ 77.7259

Net investment income (loss)

(0.3952 ) (0.3644 ) (0.1618 ) (0.2068 ) (0.0753 ) (0.2923 ) (0.3883 )

Net realized and unrealized gain (loss)#

(19.1260 ) (15.7534 ) 0.1882 (6.1774 ) 0.0743 (5.6794 ) 10.7777

Change in net asset value from operations

(19.5212 ) (16.1178 ) 0.0264 (6.3842 ) (0.0010 ) (5.9717 ) 10.3894

Net asset value, at June 30, 2014

$ 83.9968 $ 73.6642 $ 35.6131 $ 40.2542 $ 17.0603 $ 64.8923 $ 88.1153

Market value per share, at December 31, 2013†

$ 103.53 $ 90.19 $ 35.66 $ 46.66 $ 17.06 $ 70.91 $ 76.52

Market value per share, at June 30, 2014†

$ 82.11 $ 72.05 $ 35.66 $ 40.29 $ 17.05 $ 64.89 $ 88.08

Total Return, at net asset value ^

(18.9 )% (18.0 )% 0.1 % (13.7 )% 0.0 %*** (8.4 )% 13.4 %

Total Return, at market value ^

(20.7 )% (20.1 )% 0.0 %*** (13.7 )% (0.1 )% (8.5 )% 15.1 %

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)

(0.90 )% (0.89 )% (0.91 )% (0.95 )% (0.89 )% (0.88 )% (0.91 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2014.
** Percentages are annualized.
*** Amount represents less than 0.01%.

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For the Six Months Ended June 30, 2014 (unaudited)

Per Share Operating Performance

Ultra
Bloomberg
Crude Oil*
Ultra
Bloomberg
Natural Gas*
Ultra Gold Ultra Silver Ultra Euro Ultra Yen*

Net asset value, at December 31, 2013

$ 160.4495 $ 155.3534 $ 41.2553 $ 63.3305 $ 26.0346 $ 74.5261

Net investment income (loss)

(0.7618 ) (0.9831 ) (0.2104 ) (0.2944 ) (0.1144 ) (0.3464 )

Net realized and unrealized gain (loss)#

36.2647 25.7704 7.3328 7.0682 (0.2548 ) 5.6896

Change in net asset value from operations

35.5029 24.7873 7.1224 6.7738 (0.3692 ) 5.3432

Net asset value, at June 30, 2014

$ 195.9524 $ 180.1407 $ 48.3777 $ 70.1043 $ 25.6654 $ 79.8693

Market value per share, at December 31, 2013†

$ 161.10 $ 157.12 $ 41.26 $ 63.04 $ 25.98 $ 74.44

Market value per share, at June 30, 2014†

$ 195.95 $ 180.08 $ 49.41 $ 71.76 $ 25.80 $ 80.28

Total Return, at net asset value ^

22.1 % 16.0 % 17.3 % 10.7 % (1.4 )% 7.2 %

Total Return, at market value ^

21.6 % 14.6 % 19.8 % 13.8 % (0.7 )% 7.8 %

Ratios to Average Net Assets**

Expense ratio

(0.98 )% (1.12 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

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

Net investment income (loss)

(0.92 )% (1.07 )% (0.90 )% (0.90 )% (0.89 )% (0.89 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2014.
** Percentages are annualized.

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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.

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Leverage Risk

The Leveraged Funds may utilize leverage in seeking to achieve their respective investment objectives and will lose more money in market environments adverse to their respective daily investment objectives than funds that do not employ leverage. The use of leveraged and/or inverse leveraged positions could result in the total loss of an investor’s investment.

For example, because the UltraShort Funds and Ultra Funds include a two times the inverse (-2x), or a two times (2x) multiplier, a single-day movement in the relevant benchmark approaching 50% at any point in the day (for an UltraShort Fund or an UltraShort Fund) could result in the total loss or almost total loss of an investor’s investment if that movement is contrary to the investment objective of the Fund in which an investor has invested, even if such Fund’s benchmark subsequently moves in an opposite direction, eliminating all or a portion of the movement. This would be the case with downward single-day or intraday movements in the underlying benchmark of an Ultra Fund or upward single-day or intraday movements in the benchmark of an UltraShort Fund, even if the underlying benchmark maintains a level greater than zero at all times.

Liquidity Risk

Financial Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position or find a swap or forward contract counterparty at a reasonable cost. Market illiquidity may cause losses for the Funds. The large size of the positions which the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Instruments related to one benchmark, which in many cases is highly concentrated.

“Contango” and “Backwardation” Risk

In Funds that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in 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.

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Shareholder Concentration

As of June 30, 2015, ProShares Morningstar Alternatives Solution ETF, an ETF affiliated with the Funds, owned 66% 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.

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated the possibility of subsequent events existing in the Trust’s and the Funds’ financial statements through the date the financial statements were issued. Management has determined that there are no material events that would require disclosure in the Trust’s or the Funds’ financial statements through this date.

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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 June 30, 2015, the following twenty-one 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 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.

On May 22, 2015, the Trust announced plans to liquidate ProShares Ultra Australian Dollar (ticker symbol: GDAY). ProShares Ultra Australian Dollar was closed to purchases and redemptions as of the close of regular trading on the NYSE Arca on June 18, 2015. Beginning June 19, 2015, no secondary market for ProShares Ultra Australian Dollar’s Shares remained. Proceeds of the liquidation were distributed to shareholders on June 29, 2015. Any shareholders remaining in the fund on June 29, 2015 automatically had their shares redeemed for cash at ProShares Ultra Australian Dollar’s net asset value per Share as of June 19, 2015. On June 30, 2015, the NYSE Arca filed a Form 25 removing the listing of ProShares Ultra Australian Dollar on the NYSE Arca. On July 10, 2015 a Form 15 was filed with the U.S. Securities and Exchange Commission (“SEC”) terminating the registration of ProShares Ultra Australian Dollar.

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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.

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 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.

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Until March 19, 2015, the price of gold for each of ProShares UltraShort 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 affect 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 and six months ended June 30, 2015 and 2014 each of the Funds earned interest income as follows:

Fund

Interest Income
Three Months
Ended

June 30, 2015
Interest Income
Three Months
Ended

June 30, 2014
Interest Income
Six Months
Ended

June 30, 2015
Interest Income
Six Months
Ended

June 30, 2014

ProShares Managed Futures Strategy

$ $ $ $

ProShares VIX Short- Term Futures ETF

11,228 10,546 21,135 34,214

ProShares VIX Mid-Term Futures ETF

2,162 4,925 4,876 10,253

ProShares Short VIX Short-Term Futures ETF

14,724 20,024 44,653 44,229

ProShares Ultra VIX Short-Term Futures ETF

32,035 20,656 64,494 41,932

ProShares UltraShort Bloomberg Commodity

468 344 996 652

ProShares UltraShort Bloomberg Crude Oil

15,983 39,315 36,495 76,288

ProShares UltraShort Bloomberg Natural Gas

595 6,257 1,580 12,940

ProShares UltraShort Gold

6,595 12,750 14,791 27,945

ProShares UltraShort Silver

4,035 7,838 10,178 20,795

ProShares Short Euro

1,283 1,359 2,663 2,405

ProShares UltraShort Australian Dollar

749 2,127 1,856 5,991

ProShares UltraShort Euro

54,503 59,294 122,093 128,651

ProShares UltraShort Yen

39,919 56,785 84,967 135,009

ProShares Ultra Bloomberg Commodity

232 387 486 719

ProShares Ultra Bloomberg Crude Oil

65,327 11,287 141,569 32,988

ProShares Ultra Bloomberg Natural Gas

5,742 1,811 11,384 8,084

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Fund

Interest Income
Three Months
Ended

June 30, 2015
Interest Income
Three Months
Ended

June 30, 2014
Interest Income
Six Months
Ended

June 30, 2015
Interest Income
Six Months
Ended

June 30, 2014

ProShares Ultra Gold

8,894 17,629 21,632 31,457

ProShares Ultra Silver

36,301 51,355 74,547 113,957

ProShares Ultra Euro

1,028 327 1,562 705

ProShares Ultra Yen

459 386 750 821

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 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.

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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 August 6, 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.

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 and six months ended June 30, 2015.

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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 June 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.

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Results of Operations for the Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 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 June 30, 2014 have not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015:

Three Months Ended June 30,
2015

NAV beginning of period

$ 8,587,555

NAV end of period

$ 9,224,129

Percentage change in NAV

7.4 %

Shares outstanding beginning of period

400,010

Shares outstanding end of period

450,010

Percentage change in shares outstanding

12.5 %

Shares created

50,000

Shares redeemed

Per share NAV beginning of period

$ 21.47

Per share NAV end of period

$ 20.50

Percentage change in per share NAV

(4.5 )%

Percentage change in benchmark

(4.4) %

Benchmark annualized volatility

4.5 %

During the three months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 400,010 outstanding Shares at March 31, 2015 to 450,010 outstanding Shares at June 30, 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 Strategic Futures Index.

For the three months ended June 30, 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 June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 9, 2015 at $21.39 per Share and reached its low for the period on June 30, 2015 at $20.50 per Share.

The benchmark’s decline of 4.4% for the three months ended June 30, 2015, can be attributed to a depreciation in value of the futures contracts that make up the S&P Strategic Futures Index during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015:

Three Months Ended
June 30, 2015

Net investment income (loss)

$ (18,095 )

Brokerage commissions

2,184

Offering costs

16,401

Limitation by Sponsor

(490 )

Net realized gain (loss)

(200,957 )

Change in net unrealized appreciation/depreciation

(188,353 )

Net income (loss)

$ (407,405 )

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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 June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 149,487,509 $ 117,732,469

NAV end of period

$ 169,655,175 $ 98,364,760

Percentage change in NAV

13.5 % (16.5 )%

Shares outstanding beginning of period

8,749,812 4,174,812

Shares outstanding end of period

12,549,812 5,174,812

Percentage change in shares outstanding

43.4 % 24.0 %

Shares created

4,100,000 2,400,000

Shares redeemed

300,000 1,400,000

Per share NAV beginning of period

$ 17.08 $ 28.20

Per share NAV end of period

$ 13.52 $ 19.01

Percentage change in per share NAV

(20.8 )% (32.6 )%

Percentage change in benchmark

(20.8) % (32.4 )%

Benchmark annualized volatility

54.7 % 34.1 %

During the three months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 8,749,812 outstanding Shares at March 31, 2015 to 12,549,812 outstanding Shares at June 30, 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 June 30, 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 the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 4,174,812 outstanding Shares at March 31, 2014 to 5,174,812 outstanding Shares at June 30, 2014.

For the three months ended June 30, 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 20.8% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 32.6% for the three months ended June 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 1, 2015 at $16.89 per Share and reached its low for the period on June 23, 2015 at $11.26 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on April 11, 2014 at $29.77 per Share and reached its low for the period on June 30, 2014 at $19.01 per Share.

The benchmark’s decline of 20.8% for the three months ended June 30, 2015, as compared to the benchmark’s decline of 32.4% for the three months ended June 30, 2014, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (331,587 ) $ (226,038 )

Management fee

316,922 236,584

Brokerage commissions

25,893

Net realized gain (loss)

(51,588,577 ) (41,222,421 )

Change in net unrealized appreciation/depreciation

19,018,212 (1,589,050 )

Net income (loss)

$ (32,901,952 ) $ (43,037,509 )

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The Fund’s net income increased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended June 30, 2015.

ProShares VIX Mid-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 28,379,030 $ 57,792,817

NAV end of period

$ 26,777,867 $ 40,535,994

Percentage change in NAV

(5.6 )% (29.9 )%

Shares outstanding beginning of period

462,404 781,251

Shares outstanding end of period

487,404 656,251

Percentage change in shares outstanding

5.4 % (16.0 )%

Shares created

100,000 187,500

Shares redeemed

75,000 312,500

Per share NAV beginning of period

$ 61.37 $ 73.97

Per share NAV end of period

$ 54.94 $ 61.77

Percentage change in per share NAV

(10.5 )% (16.5 )%

Percentage change in benchmark

(10.3 )% (16.2 )%

Benchmark annualized volatility

21.7 % 16.4 %

During the three months ended June 30, 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 the daily performance of the S&P 500 VIX Mid-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 462,404 outstanding Shares at March 31, 2015 to 487,404 outstanding Shares at June 30, 2015. By comparison, during the three months ended June 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 781,251 outstanding Shares at March 31, 2014 to 656,251 outstanding Shares at June 30, 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 daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the three months ended June 30, 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 10.5% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 16.5% for the three months ended June 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 1, 2015 at $61.53 per Share and reached its low for the period on June 26, 2015 at $52.16 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on April 14, 2014 at $74.52 per Share and reached its low for the period on June 30, 2014 at $61.78 per Share.

The benchmark’s decline of 10.3% for the three months ended June 30, 2015, as compared to the benchmark’s decline of 16.2% for the three months ended June 30, 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 June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (57,794 ) $ (97,187 )

Management fee

56,030 102,112

Brokerage commissions

3,926

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Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net realized gain (loss)

(3,049,969 ) (6,665,185 )

Change in net unrealized appreciation/depreciation

199,653 (1,489,069 )

Net income (loss)

$ (2,908,110 ) $ (8,251,441 )

The Fund’s net income increased for the three months ended June 30, 2015, as compared to the three months ended June 30, 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 June 30, 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 June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 280,850,972 $ 213,416,566

NAV end of period

$ 189,250,124 $ 181,236,514

Percentage change in NAV

(32.6 )% (15.1 )%

Shares outstanding beginning of period

4,150,040 3,450,040

Shares outstanding end of period

2,400,040 2,050,040

Percentage change in shares outstanding

(42.2 )% (40.6 )%

Shares created

2,400,000 1,100,000

Shares redeemed

4,150,000 2,500,000

Per share NAV beginning of period

$ 67.67 $ 61.86

Per share NAV end of period

$ 78.85 $ 88.41

Percentage change in per share NAV

16.5 % 42.9 %

Percentage change in benchmark

(20.8 )% (32.4 )%

Benchmark annualized volatility

54.7 % 61.3 %

During the three months ended June 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 4,150,040 outstanding Shares at March 31, 2015 to 2,400,040 outstanding Shares at June 30, 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 June 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 3,450,040 outstanding Shares at March 31, 2014 to 2,050,040 outstanding Shares at June 30, 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 the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 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 16.5% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 42.9% for the three months ended June 30, 2014, was primarily due to a lesser appreciation in the value of the assets of the fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on June 23, 2015 at $97.71 per Share and reached its low for the period on April 1, 2015 at $68.45 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on June 30, 2014 at $88.41 per Share and reached its low for the period on April 11, 2014 at $58.05 per Share.

The benchmark’s decline of 20.8% for the three months ended June 30, 2015, as compared to the benchmark’s decline of 32.4% for the three months ended June 30, 2014, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX Futures curve during the three months ended June 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (840,088 ) $ (740,111 )

Management fee

544,083 486,704

Brokerage commissions

310,729 273,431

Net realized gain (loss)

86,044,478 73,543,760

Change in net unrealized appreciation/depreciation

(23,573,452 ) 831,898

Net income (loss)

$ 61,630,938 $ 73,635,547

The Fund’s net income decreased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended June 30, 2015.

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 693,720,084 $ 317,768,440

NAV end of period

$ 431,922,188 $ 295,261,247

Percentage change in NAV

(37.7 )% (7.1 )%

Shares outstanding beginning of period

9,134,020 1,054,020

Shares outstanding end of period

9,702,448 2,224,020

Percentage change in shares outstanding

6.2 % 111.0 %

Shares created

13,850,000 1,910,000

Shares redeemed

13,281,572 740,000

Per share NAV beginning of period

$ 75.95 $ 301.48

Per share NAV end of period

$ 44.52 $ 132.76

Percentage change in per share NAV

(41.4 )% (56.0 )%

Percentage change in benchmark

(20.8 )% (32.4 )%

Benchmark annualized volatility

54.6 % 34.1 %

During the three months ended June 30, 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 S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 9,134,020 outstanding Shares at March 31, 2015 to 9,702,448 outstanding Shares at June 30, 2015. By comparison, during the three months ended June 30, 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 S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 1,054,020 outstanding Shares at March 31, 2014 to 2,224,020 outstanding Shares at June 30, 2014.

For the three months ended June 30, 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 41.4% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 56.0% for the three months ended June 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 1, 2015 at $74.19 per Share and reached its low for the period on June 23, 2015 at $31.60 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on April 11, 2014 at $333.65 per Share and reached its low for the period on June 30, 2014 at $132.75 per Share.

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The benchmark’s decline of 20.8% for the three months ended June 30, 2015, as compared to the benchmark’s decline of 32.4% for the three months ended June 30, 2014, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (2,003,111 ) $ (1,418,872 )

Management fee

1,219,938 789,047

Brokerage commissions

815,208 650,481

Net realized gain (loss)

(401,777,431 ) (247,162,005 )

Change in net unrealized appreciation/depreciation

137,439,142 (10,838,017 )

Net income (loss)

$ (266,341,400 ) $ (259,418,894 )

The Fund’s net income decreased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a decline in the prices of the near-term futures contracts on the VIX futures curve and a significant increase in shares outstanding during the three months ended June 30, 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 June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 5,818,363 $ 3,283,730

NAV end of period

$ 5,216,200 $ 3,254,416

Percentage change in NAV

(10.3 )% (0.9 )%

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

$ 96.98 $ 54.73

Per share NAV end of period

$ 86.94 $ 54.24

Percentage change in per share NAV

(10.4 )% (0.9 )%

Percentage change in benchmark

4.7 % 0.1 %

Benchmark annualized volatility

14.0 % 7.1 %

During the three months ended June 30, 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 inverse of the daily performance of the Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from March 31, 2015 to June 30, 2015. By comparison, during the three months ended June 30, 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 March 31, 2014 to June 30, 2014.

For the three months ended June 30, 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 10.4% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 0.9% for the three months ended June 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

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During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 9, 2015 at $95.34 per Share and reached its low for the period on May 14, 2015 at $83.15 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on June 11, 2014 at $55.82 per Share and reached its low for the period on April 29, 2014 at $51.38 per Share.

The benchmark’s rise of 4.7% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 0.1% for the three months ended June 30, 2014, can be attributed to a greater appreciation of the underlying components of the index during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (12,273 ) $ (7,267 )

Management fee

12,741 7,611

Net realized gain (loss)

(75,515 ) 130,061

Change in net unrealized appreciation/depreciation

(514,375 ) (152,108 )

Net income (loss)

$ (602,163 ) $ (29,314 )

The Fund’s net income decreased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a greater rise in the Fund’s benchmark index during the three months ended June 30, 2015.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 370,337,005 $ 318,170,803

NAV end of period

$ 180,092,283 $ 362,599,585

Percentage change in NAV

(51.4 )% 14.0 %

Shares outstanding beginning of period

4,269,944 11,169,944

Shares outstanding end of period

3,169,944 14,719,944

Percentage change in shares outstanding

(25.8 )% 31.8 %

Shares created

4,550,000 6,900,000

Shares redeemed

5,650,000 3,350,000

Per share NAV beginning of period

$ 86.73 $ 28.48

Per share NAV end of period

$ 56.81 $ 24.63

Percentage change in per share NAV

(34.5 )% (13.5 )%

Percentage change in benchmark

17.5 % 6.7 %

Benchmark annualized volatility

35.9 % 12.3 %

During the three months ended June 30, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,269,944 outstanding Shares at March 31, 2015 to 3,169,944 outstanding Shares at June 30, 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 inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex SM . By comparison, during the three months ended June 30, 2014, the increase in the Fund’s NAV resulted from an increase from 11,169,944 outstanding Shares at March 31, 2014 to 14,719,944 outstanding Shares at June 30, 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 June 30, 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 34.5% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 13.5% for the three months ended June 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 2, 2015 at $80.60 per Share and reached its low for the period on June 10, 2015 at $52.91 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on April 2, 2014 at $29.58 per Share and reached its low for the period on June 20, 2014 at $24.07 per Share.

The benchmark’s rise of 17.5% for the three months ended June 30, 2015, as compared to the rise of 6.7% for the three months ended June 30, 2014, can be attributed to a greater increase in the price of WTI Crude Oil during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (732,642 ) $ (829,357 )

Management fee

667,767 841,703

Brokerage commissions

80,858 26,969

Net realized gain (loss)

(83,697,622 ) (31,561,980 )

Change in net unrealized appreciation/depreciation

(46,476,651 ) (14,323,306 )

Net income (loss)

$ (130,906,915 ) $ (46,714,643 )

The Fund’s net income decreased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a greater increase in the price of WTI Crude Oil during the three months ended June 30, 2015.

ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 10,931,570 $ 73,544,544

NAV end of period

$ 13,085,851 $ 49,682,009

Percentage change in NAV

19.7 % (32.4 )%

Shares outstanding beginning of period

124,952 1,674,952

Shares outstanding end of period

174,952 1,224,952

Percentage change in shares outstanding

40.0 % (26.9 )%

Shares created

150,000 300,000

Shares redeemed

100,000 750,000

Per share NAV beginning of period

$ 87.49 $ 43.91

Per share NAV end of period

$ 74.80 $ 40.56

Percentage change in per share NAV

(14.5 )% (7.6 )%

Percentage change in benchmark

1.8 % 1.0 %

Benchmark annualized volatility

39.3 % 27.8 %

During the three months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 124,952 outstanding Shares at March 31, 2015 to 174,952 outstanding Shares at June 30, 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 the Bloomberg Natural Gas Subindex SM . By comparison, during the three months ended June 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,674,952 outstanding Shares at March 31, 2014 to 1,224,952

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outstanding Shares at June 30, 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 Bloomberg Natural Gas Subindex SM .

For the three months ended June 30, 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 14.5% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 7.6% for the three months ended June 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 27, 2015 at $97.17 per Share and reached its low for the period on May 15, 2015 at $65.92 per Share. By comparison, during three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on April 1, 2014 at $45.81 per Share and reached its low for the period on June 12, 2014 at $35.78 per Share.

The benchmark’s rise of 1.8% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 1.0% for the three months ended June 30, 2014, can be attributed to a greater increase in the price of Henry Hub Natural Gas during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (48,062 ) $ (172,282 )

Management fee

29,314 147,249

Brokerage commissions

19,343 31,290

Net realized gain (loss)

(77,486 ) (1,968,124 )

Change in net unrealized appreciation/depreciation

(832,620 ) (2,014,256 )

Net income (loss)

$ (958,168 ) $ (4,154,662 )

The Fund’s net income increased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to an increase in the price of Henry Hub Natural Gas and a significant decrease in shares outstanding during the three months ended June 30, 2015.

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 77,960,614 $ 114,517,274

NAV end of period

$ 73,951,674 $ 83,742,981

Percentage change in NAV

(5.1 )% (26.9 )%

Shares outstanding beginning of period

796,978 1,296,978

Shares outstanding end of period

746,978 996,978

Percentage change in shares outstanding

(6.3 )% (23.1 )%

Shares created

100,000

Shares redeemed

50,000 400,000

Per share NAV beginning of period

$ 97.82 $ 88.30

Per share NAV end of period

$ 99.00 $ 84.00

Percentage change in per share NAV

1.2 % (4.9 )%

Percentage change in benchmark

(1.4) % 1.8 %

Benchmark annualized volatility

12.6 % 11.5 %

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During the three months ended June 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 796,978 outstanding Shares at March 31, 2015 to 746,978 outstanding Shares at June 30, 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 gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price . By comparison, during the three months ended June 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,296,978 outstanding Shares at March 31, 2014 to 996,978 outstanding Shares at June 30, 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 June 30, 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 June 30, 2015, as compared to the Fund’s per Share NAV decrease of 4.9% for the three months ended June 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on June 5, 2015 at $100.48 per Share and reached its low for the period on May 14, 2015 at $91.07 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on June 3, 2014 at $94.39 per Share and reached its low for the period on June 24, 2014 at $83.58 per Share.

The benchmark’s decline of 1.4% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 1.8% for the three months ended June 30, 2014, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (167,434 ) $ (218,689 )

Management fee

174,020 231,431

Brokerage commissions

9 8

Net realized gain (loss)

(525,353 ) 13,876,111

Change in net unrealized appreciation/depreciation

1,602,870 (19,138,156 )

Net income (loss)

$ 910,083 $ (5,480,734 )

The Fund’s net income increased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the three months ended June 30, 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 June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 56,504,499 $ 71,024,281

NAV end of period

$ 61,116,236 $ 52,190,256

Percentage change in NAV

8.2 % (26.5 )%

Shares outstanding beginning of period

558,489 858,489

Shares outstanding end of period

558,489 708,489

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Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Percentage change in shares outstanding

0.0 % (17.5 )%

Shares created

250,000 150,000

Shares redeemed

250,000 300,000

Per share NAV beginning of period

$ 101.17 $ 82.73

Per share NAV end of period

$ 109.43 $ 73.66

Percentage change in per share NAV

8.2 % (11.0 )%

Percentage change in benchmark

(5.4 )% 4.5 %

Benchmark annualized volatility

20.8 % 19.0 %

During the three months ended June 30, 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 silver bullion as measured by the London Silver Price†. There was no net change in the Fund’s outstanding Shares from March 31, 2015 to June 30, 2015. By comparison, during the three months ended June 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 858,489 outstanding Shares at March 31, 2014 to 708,489 outstanding Shares at June 30, 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 June 30, 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 8.2% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 11.0% for the three months ended June 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 24, 2015 at $110.28 per Share and reached its low for the period on May 18, 2015 at $86.92 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on June 4, 2014 at $91.95 per Share and reached its low for the period on June 24, 2014 at $72.03 per Share.

The benchmark’s decline of 5.4% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 4.5% for the three months ended June 30, 2014, can be attributed to a decrease in the price of spot silver in U.S. dollar terms during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (130,679 ) $ (133,126 )

Management fee

134,697 140,948

Brokerage commissions

17 16

Net realized gain (loss)

(568,354 ) 12,455,585

Change in net unrealized appreciation/depreciation

6,289,143 (18,329,419 )

Net income (loss)

$ 5,590,110 $ (6,006,960 )

The Fund’s net income increased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a decrease in the price of spot silver in U.S. dollar terms during the three months ended June 30, 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 June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 20,184,003 $ 7,102,270

NAV end of period

$ 19,360,122 $ 14,245,423

Percentage change in NAV

(4.1 )% 100.6 %

Shares outstanding beginning of period

450,005 200,005

Shares outstanding end of period

450,005 400,005

Percentage change in shares outstanding

0.0 % 100.0 %

Shares created

200,000

Shares redeemed

Per share NAV beginning of period

$ 44.85 $ 35.51

Per share NAV end of period

$ 43.02 $ 35.61

Percentage change in per share NAV

(4.1 )% 0.3 %

Percentage change in benchmark

3.7 % (0.6 )%

Benchmark annualized volatility

12.3 % 3.9 %

During the three months ended June 30, 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 the inverse of the daily performance of the spot price of the euro versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2015 to June 30, 2015. By comparison, during the three months ended June 30, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 200,005 outstanding Shares at March 31, 2014 to 400,005 outstanding Shares at June 30, 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 the inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended June 30, 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 decrease of 4.1% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 0.3% for the three months ended June 30, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 13, 2015 at $45.52 per Share and reached its low for the period on May 15, 2015 at $41.99 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on June 11, 2014 at $36.07 per Share and reached its low for the period on May 6, 2014 at $35.07 per Share.

The benchmark’s rise of 3.7% for the three months ended June 30, 2015, as compared to the benchmark’s decline of 0.6% for the three months ended June 30, 2014, can be attributed to a rise in the value of the euro versus the U.S. dollar during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (45,895 ) $ (27,255 )

Management fee

46,327 28,155

Brokerage commissions

851 459

Net realized gain (loss)

(906,332 ) 225,122

Change in net unrealized appreciation/depreciation

128,346 (159,193 )

Net income (loss)

$ (823,881 ) $ 38,674

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The Fund’s net income decreased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a rise in the value of the euro versus the U.S. dollar during the three months ended June 30, 2015.

ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 20,104,935 $ 21,165,734

NAV end of period

$ 19,093,705 $ 20,127,301

Percentage change in NAV

(5.0 )% (4.9 )%

Shares outstanding beginning of period

350,005 500,005

Shares outstanding end of period

350,005 500,005

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 57.44 $ 42.33

Per share NAV end of period

$ 54.55 $ 40.25

Percentage change in per share NAV

(5.0 )% (4.9 )%

Percentage change in benchmark

1.3 % 1.7 %

Benchmark annualized volatility

12.4 % 6.0 %

During the three months ended June 30, 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 inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2015 to June 30, 2015. By comparison, during the three months ended June 30, 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 spot price of the Australian dollar versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2014 to June 30, 2014.

For the three months ended June 30, 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 5.0% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 4.9% for the three months ended June 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 2, 2015 at $57.92 per Share and reached its low for the period on May 13, 2015 at $50.07 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on April 3, 2014 at $42.71 per Share and reached its low for the period on June 30, 2014 at $40.25 per Share.

The benchmark’s rise of 1.3% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 1.7% for the three months ended June 30, 2014, can be attributed to a lesser rise in the value of the Australian dollar versus the U.S. dollar during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (48,012 ) $ (49,562 )

Management fee

45,158 49,105

Brokerage commissions

3,603 2,584

Net realized gain (loss)

(445,895 ) (1,846,846 )

Change in net unrealized appreciation/depreciation

(517,323 ) 857,975

Net income (loss)

$ (1,011,230 ) $ (1,038,433 )

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The Fund’s net income increased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a lesser rise in the value of the Australian dollar versus the U.S. dollar during the three months ended June 30, 2015.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 619,839,556 $ 410,466,058

NAV end of period

$ 629,617,014 $ 440,156,895

Percentage change in NAV

1.6 % 7.2 %

Shares outstanding beginning of period

23,000,014 24,250,014

Shares outstanding end of period

25,450,014 25,800,014

Percentage change in shares outstanding

10.7 % 6.4 %

Shares created

6,400,000 2,050,000

Shares redeemed

3,950,000 500,000

Per share NAV beginning of period

$ 26.95 $ 16.93

Per share NAV end of period

$ 24.74 $ 17.06

Percentage change in per share NAV

(8.2 )% 0.8 %

Percentage change in benchmark

3.7 % (0.6 )%

Benchmark annualized volatility

12.3 % 3.9 %

During the three months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 23,000,014 outstanding Shares at March 31, 2015 to 25,450,014 outstanding Shares at June 30, 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 the spot price of the euro versus the U.S. dollar. By comparison, during the three months ended June 30, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 24,250,014 outstanding Shares at March 31, 2014 to 25,800,014 outstanding Shares at June 30, 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 inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended June 30, 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 8.2% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 0.8% for the three months ended June 30, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 13, 2015 at $27.77 per Share and reached its low for the period on May 15, 2015 at $23.63 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on June 11, 2014 at $17.49 per Share and reached its low for the period on May 6, 2014 at $16.52 per Share.

The benchmark’s rise of 3.7% for the three months ended June 30, 2015, as compared to the benchmark’s decline of 0.6% for the three months ended June 30, 2014, can be attributed to a rise in the value of the euro versus the U.S. dollar during the three months ended June 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (1,296,221 ) $ (948,368 )

Management fee

1,350,724 1,007,662

Net realized gain (loss)

(29,570,685 ) 5,887,503

Change in net unrealized appreciation/depreciation

(18,926,208 ) (1,867,338 )

Net income (loss)

$ (49,793,114 ) $ 3,071,797

The Fund’s net income decreased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a rise in the value of the euro versus the U.S. dollar for the three months ended June 30, 2015.

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 440,362,007 $ 405,650,586

NAV end of period

$ 405,516,052 $ 353,617,215

Percentage change in NAV

(7.9 )% (12.8 )%

Shares outstanding beginning of period

4,949,294 5,999,294

Shares outstanding end of period

4,399,294 5,449,294

Percentage change in shares outstanding

(11.1 )% (9.2 )%

Shares created

400,000 300,000

Shares redeemed

950,000 850,000

Per share NAV beginning of period

$ 88.97 $ 67.62

Per share NAV end of period

$ 92.18 $ 64.89

Percentage change in per share NAV

3.6 % (4.0 )%

Percentage change in benchmark

(2.0 )% 1.9 %

Benchmark annualized volatility

7.3 % 4.9 %

During the three months ended June 30, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,949,294 outstanding Shares at March 31, 2015 to 4,399,294 outstanding Shares at June 30, 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 June 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,999,294 outstanding Shares at March 31, 2014 to 5,449,294 outstanding Shares at June 30, 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 June 30, 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 3.6% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 4.0% for the three months ended June 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on June 5, 2015 at $97.30 per Share and reached its low for the period on April 17, 2015 at $87.24 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on April 3, 2014 at $68.48 per Share and reached its low for the period on June 30, 2014 at $64.89 per Share.

The benchmark’s decline of 2.0% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 1.9% for the three months ended June 30, 2014, can be attributed to a decine in the value of the Japanese yen versus the U.S. dollar during the three months ended June 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (973,386 ) $ (820,394 )

Management fee

1,013,305 877,179

Net realized gain (loss)

30,643,987 271,807

Change in net unrealized appreciation/depreciation

(14,879,188 ) (14,531,898 )

Net income (loss)

$ 14,791,413 $ (15,080,485 )

The Fund’s net income increased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a decline in the value of the Japanese yen versus the U.S. dollar in conjunction with share transactions during the three months ended June 30, 2015.

ProShares Ultra Bloomberg Commodity*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 2,282,908 $ 3,316,304

NAV end of period

$ 2,477,456 $ 4,406,118

Percentage change in NAV

8.5 % 32.9 %

Shares outstanding beginning of period

50,004 37,504

Shares outstanding end of period

49,965 50,004

Percentage change in shares outstanding

(0.1 )% 33.3 %

Shares created

25,000 12,500

Shares redeemed

25,039

Per share NAV beginning of period

$ 45.65 $ 88.43

Per share NAV end of period

$ 49.58 $ 88.12

Percentage change in per share NAV

8.6 % (0.4 )%

Percentage change in benchmark

4.7 % 0.1 %

Benchmark annualized volatility

14.0 % 9.6 %

During the three months ended June 30, 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 daily performance of the Bloomberg Commodity Index. The increase in the Fund’s NAV was offset by a decrease from 50,004 outstanding Shares at March 31, 2015 to 49,965 outstanding Shares at June 30, 2015. By comparison, during the three months ended June 30, 2014, the increase in the Fund’s NAV resulted from the increase from 37,504 outstanding Shares at March 31, 2014 to 50,004 outstanding Shares at June 30, 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 Bloomberg Commodity Index.

For the three months ended June 30, 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 8.6% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 0.4% for the three months ended June 30, 2014, was due to an appreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on May 14, 2015 at $52.57 per Share and reached its low for the period on April 9, 2015 at $46.23 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on April 29, 2014 at $93.80 per Share and reached its low for the period on June 11, 2014 at $85.88 per Share.

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The benchmark’s rise of 4.7% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 0.1% for the three months ended June 30, 2014, can be attributed to a greater appreciation of the underlying components of the index during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (5,763 ) $ (7,738 )

Management fee

5,995 8,125

Net realized gain (loss)

7,451 (160,396 )

Change in net unrealized appreciation/depreciation

225,547 123,032

Net income (loss)

$ 227,235 $ (45,102 )

The Fund’s net income increased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a greater rise in the Fund’s benchmark index during the three months ended June 30, 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 ProShares Ultra Bloomberg Commodity.

ProShares Ultra Bloomberg Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months
Ended June 30, 2015
Three Months
Ended June 30, 2014

NAV beginning of period

$ 1,004,631,028 $ 102,118,128

NAV end of period

$ 995,416,921 $ 97,943,693

Percentage change in NAV

(0.9 )% (4.1 )%

Shares outstanding beginning of period

29,439,834 589,834

Shares outstanding end of period

21,877,867 499,834

Percentage change in shares outstanding

(25.7 )% (15.3 )%

Shares created

9,430,000 170,000

Shares redeemed

16,991,967 260,000

Per share NAV beginning of period

$ 34.12 $ 173.13

Per share NAV end of period

$ 45.50 $ 195.95

Percentage change in per share NAV

33.3 % 13.2 %

Percentage change in benchmark

17.5 % 6.7 %

Benchmark annualized volatility

35.9 % 12.3 %

During the three months ended June 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 29,439,834 outstanding Shares at March 31, 2015 to 21,877,867 outstanding Shares at June 30, 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 daily performance of the Bloomberg WTI Crude Oil Subindex SM . By comparison, during the three months ended June 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 589,834 outstanding Shares at March 31, 2014 to 499,834 outstanding Shares at June 30, 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 June 30, 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 33.3% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 13.2% for the three months ended June 30, 2014, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

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During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on May 6, 2015 at $50.96 per Share and reached its low for the period on April 2, 2015 at $36.26 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on June 20, 2014 at $200.70 per Share and reached its low for the period on April 2, 2014 at $166.44 per Share.

The benchmark’s rise of 17.5% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 6.7% for the three months ended June 30, 2014, can be attributed to a greater increase in the price of WTI Crude Oil during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (2,559,682 ) $ (224,621 )

Management fee

2,401,552 228,560

Brokerage commissions

223,457 7,348

Net realized gain (loss)

206,320,847 9,815,672

Change in net unrealized appreciation/depreciation

151,759,601 2,162,771

Net income (loss)

$ 355,520,766 $ 11,753,822

The Fund’s net income increased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a greater increase in the price of WTI Crude Oil during the three months ended June 30, 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 ProShares Ultra Bloomberg Crude Oil.

ProShares Ultra Bloomberg Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 61,306,293 $ 21,211,850

NAV end of period

$ 63,238,942 $ 21,163,834

Percentage change in NAV

3.2 % (0.2 )%

Shares outstanding beginning of period

1,342,485 117,485

Shares outstanding end of period

1,392,170 117,485

Percentage change in shares outstanding

3.7 % 0.0 %

Shares created

475,000 50,000

Shares redeemed

425,315 50,000

Per share NAV beginning of period

$ 45.67 $ 180.55

Per share NAV end of period

$ 45.42 $ 180.14

Percentage change in per share NAV

(0.5 )% (0.2 )%

Percentage change in benchmark

1.8 % 1.0 %

Benchmark annualized volatility

39.3 % 27.8 %

During the three months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 1,342,485 outstanding Shares at March 31, 2015 to 1,392,170 outstanding Shares at June 30, 2015. The increase of the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg Natural Gas Subindex SM . By comparison, during the three months ended June 30, 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 Bloomberg Natural Gas Subindex SM . There was no net change in the Fund’s outstanding Shares from March 31, 2014 to June 30, 2014.

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For the three months ended June 30, 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 0.5% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 0.2% for the three months ended June 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on May 15, 2015 at $55.79 per Share and reached its low for the period on June 5, 2015 at $39.42 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on April 29, 2014 at $216.24 per Share and reached its low for the period on April 1, 2014 at $172.68 per Share.

The benchmark’s rise of 1.8% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 1.0% for the three months ended June 30, 2014, can be attributed to a greater increase in the price of Henry Hub Natural Gas during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (222,837 ) $ (51,717 )

Management fee

158,681 44,242

Brokerage commissions

69,898 9,286

Net realized gain (loss)

(3,971,123 ) 162,957

Change in net unrealized appreciation/depreciation

6,588,482 440,187

Net income (loss)

$ 2,394,522 $ 551,427

The Fund’s net income increased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a greater increase in the price of Henry Hub Natural Gas during the three months ended June 30, 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 ProShares Ultra Bloomberg Natural Gas.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 95,949,460 $ 136,370,103

NAV end of period

$ 88,848,218 $ 135,458,124

Percentage change in NAV

(7.4 )% (0.7 )%

Shares outstanding beginning of period

2,500,014 2,900,014

Shares outstanding end of period

2,400,014 2,800,014

Percentage change in shares outstanding

(4.0 )% (3.4 )%

Shares created

50,000

Shares redeemed

100,000 150,000

Per share NAV beginning of period

$ 38.38 $ 47.02

Per share NAV end of period

$ 37.02 $ 48.38

Percentage change in per share NAV

(3.5 )% 2.9 %

Percentage change in benchmark

(1.4 )% 1.8 %

Benchmark annualized volatility

12.6 % 11.5 %

During the three months ended June 30, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,500,014 outstanding Shares at March 31, 2015 to 2,400,014 outstanding Shares at June 30, 2015. The decrease in the Fund’s NAV also

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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 June 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 2,900,014 outstanding Shares at March 31, 2014 to 2,800,014 outstanding Shares at June 30, 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 gold bullion as measured by the U.S. dollar p.m. fixing price for delivery in London.

For the three months ended June 30, 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 3.5% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 2.9% for the three months ended June 30, 2014, was primarily due to the depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on May 14, 2015 at $40.69 per Share and reached its low for the period on June 5, 2015 at $36.70 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on April 14, 2014 at $49.47 per Share and reached its low for the period on June 3, 2014 at $43.29 per Share.

The benchmark’s decline of 1.4% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 1.8% for the three months ended June 30, 2014, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (212,388 ) $ (297,090 )

Management fee

221,273 314,711

Brokerage commissions

9 8

Net realized gain (loss)

(919,884 ) (21,488,343 )

Change in net unrealized appreciation/depreciation

(2,095,018 ) 25,256,448

Net income (loss)

$ (3,227,290 ) $ 3,471,015

The Fund’s net income decreased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the three months ended June 30, 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 June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 317,182,857 $ 482,485,237

NAV end of period

$ 285,991,688 $ 501,002,636

Percentage change in NAV

(9.8 )% 3.8 %

Shares outstanding beginning of period

7,646,533 7,396,533

Shares outstanding end of period

7,846,533 7,146,533

Percentage change in shares outstanding

2.6 % (3.4 )%

Shares created

800,000 400,000

Shares redeemed

600,000 650,000

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Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Per share NAV beginning of period

$ 41.48 $ 65.23

Per share NAV end of period

$ 36.45 $ 70.10

Percentage change in per share NAV

(12.1 )% 7.5 %

Percentage change in benchmark

(5.4) % 4.5 %

Benchmark annualized volatility

20.8 % 19.0 %

During the three months ended June 30, 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 silver bullion as measured by the as measured by the London Silver Price . The decrease in the Fund’s NAV was offset by an increase from 7,646,533 outstanding Shares at March 31, 2015 to 7,846,533 outstanding Shares at June 30, 2015. By comparison, during the three months ended June 30, 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 silver bullion as measured by the U.S. dollar fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 7,396,533 outstanding Shares at March 31, 2014 to 7,146,533 outstanding Shares at June 30, 2014.

For the three months ended June 30, 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 12.1% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 7.5% for the three months ended June 30, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on May 18, 2015 at $46.64 per Share and reached its low for the period on June 30, 2015 at $36.45 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on June 24, 2014 at $71.86 per Share and reached its low for the period on June 4, 2014 at $56.91 per Share.

The benchmark’s decline of 5.4% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 4.5% for the three months ended June 30, 2014, can be attributed to a decrease in the price of spot silver in U.S. dollar terms during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (679,148 ) $ (1,047,200 )

Management fee

715,430 1,098,533

Brokerage commissions

19 22

Net realized gain (loss)

1,760,502 (106,237,339 )

Change in net unrealized appreciation/depreciation

(36,485,542 ) 145,040,452

Net income (loss)

$ (35,404,188 ) $ 37,755,913

The Fund’s net income decreased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a decrease in the price of spot silver in U.S. dollar terms, during the three months ended June 30, 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 Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 14,765,776 $ 2,603,282

NAV end of period

$ 13,272,820 $ 2,566,901

Percentage change in NAV

(10.1 )% (1.4 )%

Shares outstanding beginning of period

950,014 100,014

Shares outstanding end of period

800,014 100,014

Percentage change in shares outstanding

(15.8 )% 0.0 %

Shares created

Shares redeemed

150,000

Per share NAV beginning of period

$ 15.54 $ 26.03

Per share NAV end of period

$ 16.59 $ 25.67

Percentage change in per share NAV

6.8 % (1.4 )%

Percentage change in benchmark

3.7 % (0.6 )%

Benchmark annualized volatility

12.3 % 3.9 %

During the three months ended June 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 950,014 outstanding Shares at March 31, 2015 to 800,014 outstanding Shares at June 30, 2015. The decrease 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 June 30, 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 March 31, 2014 to June 30, 2014.

For the three months ended June 30, 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 6.8% for the three months ended June 30, 2015, as compared to Fund’s per Share NAV decrease of 1.4% for the three months ended June 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on May 15, 2015 at $17.57 per Share and reached its low for the period on April 13, 2015 at $15.04 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on May 6, 2014 at $26.60 per Share and reached its low for the period on June 11, 2014 at $25.06 per Share.

The benchmark’s rise of 3.7% for the three months ended June 30, 2015, as compared to the benchmark’s decline of 0.6% for the three months ended June 30, 2014, can be attributed to a rise in the value of the euro versus the U.S. dollar during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (34,217 ) $ (5,779 )

Management fee

35,245 6,106

Net realized gain (loss)

436,961 (40,251 )

Change in net unrealized appreciation/depreciation

645,366 9,649

Net income (loss)

$ 1,048,110 $ (36,381 )

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The Fund’s net income increased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a rise in the value of the euro versus the U.S. dollar during the three months ended June 30, 2015.

ProShares Ultra Yen*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

NAV beginning of period

$ 5,600,081 $ 2,896,143

NAV end of period

$ 5,348,899 $ 1,997,051

Percentage change in NAV

(4.5 )% (31.0 )%

Shares outstanding beginning of period

100,004 37,504

Shares outstanding end of period

99,974 25,004

Percentage change in shares outstanding

0.0 %^ (33.3 )%

Shares created

Shares redeemed

30 12,500

Per share NAV beginning of period

$ 56.00 $ 77.22

Per share NAV end of period

$ 53.50 $ 79.87

Percentage change in per share NAV

(4.5 )% 3.4 %

Percentage change in benchmark

(2.0 )% 1.9 %

Benchmark annualized volatility

7.3 % 4.9 %

^ Amount represents less than 0.05%

During the three months ended June 30, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 100,004 outstanding Shares at March 31, 2015 to 99,974 outstanding Shares at June 30, 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 the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the three months ended June 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 37,504 outstanding Shares at March 31, 2014 to 25,004 outstanding Shares at June 30, 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 spot price of the Japanese yen versus the U.S. dollar.

For the three months ended June 30, 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 4.5% for the three months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 3.4% for the three months ended June 30, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended June 30, 2015.

During the three months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 17, 2015 at $57.03 per Share and reached its low for the period on June 5, 2015 at $50.86 per Share. By comparison, during the three months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on May 20, 2014 at $80.04 per Share and reached its low for the period on April 3, 2014 at $76.20 per Share.

The benchmark’s decline of 2.0% for the three months ended June 30, 2015, as compared to the benchmark’s rise of 1.9% for the three months ended June 30, 2014, can be attributed to a decline in the value of the Japanese yen versus the U.S. dollar during the three months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2015 and 2014:

Three Months Ended
June 30, 2015
Three Months Ended
June 30, 2014

Net investment income (loss)

$ (12,481 ) $ (6,068 )

Management fee

12,940 6,454

Net realized gain (loss)

(438,543 ) (11,077 )

Change in net unrealized appreciation/depreciation

201,404 93,703

Net income (loss)

$ (249,620 ) $ 76,558

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The Fund’s net income decreased for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to a decline in the value of the Japanese yen versus the U.S. dollar during the three months ended June 30, 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 ProShares Ultra Yen.

Results of Operations for the Six Months Ended June 30, 2015 Compared to the Six Months Ended June 30, 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 six months ended June 30, 2014 have not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015:

Six Months Ended
June 30, 2015

NAV beginning of period

$ 6,340,845

NAV end of period

$ 9,224,129

Percentage change in NAV

45.5 %

Shares outstanding beginning of period

300,010

Shares outstanding end of period

450,010

Percentage change in shares outstanding

50.0 %

Shares created

250,000

Shares redeemed

100,000

Per share NAV beginning of period

$ 21.14

Per share NAV end of period

$ 20.50

Percentage change in per share NAV

(3.0 )%

Percentage change in benchmark

(2.8 ) %

Benchmark annualized volatility

5.5 %

During the six months ended June 30, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 300,010 outstanding Shares at December 31, 2014 to 450,010 outstanding Shares at June 30, 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 Strategic Futures Index.

For the six months ended June 30, 2015, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark.

During the six months ended June 30, 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 June 30, 2015 at $20.50 per Share.

The benchmark’s decline of 2.8% for the six months ended June 30, 2015, can be attributed to a depreciation in value of the futures contracts that make up the S&P Strategic Futures Index during the six months ended June 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015:

Six Months Ended
June 30, 2015

Net investment income (loss)

$ (34,116 )

Management fee

Brokerage commission

3,518

Offering costs

32,622

Limitation by Sponsor

(2,024 )

Reduction to Limitation by Sponsor

Net realized gain (loss)

(81,705 )

Change in net unrealized appreciation/depreciation

(209,447 )

Net income (loss)

$ (325,268 )

ProShares VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 111,459,325 $ 270,398,554

NAV end of period

$ 169,655,175 $ 98,364,760

Percentage change in NAV

52.2 % (63.6 )%

Shares outstanding beginning of period

5,324,812 9,474,812

Shares outstanding end of period

12,549,812 5,174,812

Percentage change in shares outstanding

135.7 % (45.4 )%

Shares created

8,675,000 3,875,000

Shares redeemed

1,450,000 8,175,000

Per share NAV beginning of period

$ 20.93 $ 28.54

Per share NAV end of period

$ 13.52 $ 19.01

Percentage change in per share NAV

(35.4 )% (33.4 )%

Percentage change in benchmark

(35.2 )% (32.8 )%

Benchmark annualized volatility


59.4
%
49.5 %

During the six months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 5,324,812 outstanding Shares at December 31, 2014 to 12,549,812 outstanding Shares at June 30, 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 six months ended June 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 9,474,812 outstanding Shares at December 31, 2013 to 5,174,812 outstanding Shares at June 30, 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 daily performance of the S&P 500 VIX Short-Term Futures Index.

For the six months ended June 30, 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 35.4% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 33.4% for the six months ended June 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 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 June, 23, 2015 at $11.26 per Share. By comparison, during the six months ended June 30, 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 June 30, 2014 at $19.01 per Share.

The benchmark’s decline of 35.2% for the six months ended June 30, 2015, as compared to the benchmark’s decline of 32.8% for the six months ended June 30, 2014, can be attributed to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the six months ended June 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (606,059 ) $ (579,835 )

Management fee

560,322 614,049

Brokerage commission

66,872

Net realized gain (loss)

(60,564,753 ) (25,436,108 )

Change in net unrealized appreciation/depreciation

7,646,337 10,032,087

Net income (loss)

$ (53,524,475 ) $ (15,983,856 )

The Fund’s net income decreased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the six months ended June 30, 2015.

ProShares VIX Mid-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 21,459,575 $ 51,134,323

NAV end of period

$ 26,777,867 $ 40,535,994

Percentage change in NAV

24.8 % (20.7 )%

Shares outstanding beginning of period

337,404 662,501

Shares outstanding end of period

487,404 656,251

Percentage change in shares outstanding

44.5 % (0.9 )%

Shares created

300,000 462,500

Shares redeemed

150,000 468,750

Per share NAV beginning of period

$ 63.60 $ 77.18

Per share NAV end of period

$ 54.94 $ 61.77

Percentage change in per share NAV

(13.6 )% (20.0 )%

Percentage change in benchmark

(13.2 )% (19.5 )%

Benchmark annualized volatility

28.6 % 22.4 %

During the six months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 337,404 outstanding Shares at December 31, 2014 to 487,404 outstanding Shares at June 30, 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 six months ended June 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 662,501 outstanding Shares at December 31, 2013 to 656,251 outstanding Shares at June 30, 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 daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the six months ended June 30, 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 13.6% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 20.0% for the six months ended June 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 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 June 26, 2015 at $52.16 per Share. By comparison, during the six months ended June 30, 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 June 30, 2014 at $61.76 per Share.

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The benchmark’s decline of 13.2% for the six months ended June 30, 2015, as compared to the benchmark’s decline of 19.5% for the six months ended June 30, 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 six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (121,353 ) $ (207,195 )

Management fee

114,266 217,448

Brokerage commission

11,963

Net realized gain (loss)

(2,922,060 ) (12,062,604 )

Change in net unrealized appreciation/depreciation

(561,969 ) 1,400,878

Net income (loss)

$ (3,605,382 ) $ (10,868,921 )

The Fund’s net income increased for the six months ended June 30, 2015, as compared to the six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 506,556,124 $ 141,751,202

NAV end of period

$ 189,250,124 $ 181,236,514

Percentage change in NAV

(62.6 )% 27.9 %

Shares outstanding beginning of period

8,250,040 2,100,040

Shares outstanding end of period

2,400,040 2,050,040

Percentage change in shares outstanding

(70.9 )% (2.4 )%

Shares created

4,550,000 3,950,000

Shares redeemed

10,400,000 4,000,000

Per share NAV beginning of period

$ 61.40 $ 67.50

Per share NAV end of period

$ 78.85 $ 88.41

Percentage change in per share NAV

28.4 % 31.0 %

Percentage change in benchmark

(35.2) % (32.8 )%

Benchmark annualized volatility

59.4 % 49.5 %

During the six months ended June 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 8,250,040 outstanding Shares at December 31, 2014 to 2,400,040 outstanding Shares at June 30, 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 six months ended June 30, 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 the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. The increase in the Fund’s NAV was offset by a decrease from 2,100,040 outstanding Shares at December 31, 2013 to 2,050,040 outstanding Shares at June 30, 2014.

For the six months ended June 30, 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 28.4% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 31.0% for the six months ended June 30, 2014, was primarily due to a lesser appreciation in the value of the assets of the fund during the six months ended June 30, 2015.

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During the six months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on June 23, 2015 at $97.71 per Share and reached its low for the period on January 30, 2015 at $50.15 per Share. By comparison, during the six months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on June 30, 2014 at $88.41 per Share and reached its low for the period on February 5, 2014 at $50.78 per Share.

The benchmark’s decline of 35.2% for the six months ended June 30, 2015, as compared to the benchmark’s decline of 32.8% for the six months ended June 30, 2014, can be attributed to a greater decline in the prices of the near-term futures contracts on the VIX Futures curve during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (2,332,580 ) $ (1,511,150 )

Management fee

1,583,663 990,622

Brokerage commission

793,570 564,757

Net realized gain (loss)

109,879,032 76,278,010

Change in net unrealized appreciation/depreciation

(228,801 ) 799,651

Net income (loss)

$ 107,317,651 $ 75,566,511

The Fund’s net income increased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the six months ended June 30, 2015.

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 351,789,953 $ 226,233,584

NAV end of period

$ 431,922,188 $ 295,261,247

Percentage change in NAV

22.8 % 30.5 %

Shares outstanding beginning of period

2,804,020 674,478

Shares outstanding end of period

9,702,448 2,224,020

Percentage change in shares outstanding

246.0 % 229.7 %

Shares created

23,480,000 2,865,000

Shares redeemed

16,581,572 1,315,458

Per share NAV beginning of period

$ 125.46 $ 335.42

Per share NAV end of period

$ 44.52 $ 132.76

Percentage change in per share NAV

(64.5 )% (60.4 )%

Percentage change in benchmark

(35.2) % (32.8 )%

Benchmark annualized volatility

59.4 % 49.3 %

During the six months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 2,804,020 outstanding Shares at December 31, 2014 to 9,702,448 outstanding Shares at June 30, 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 six months ended June 30, 2014, the increase in the Fund’s NAV resulted from an increase from 674,478 outstanding Shares at December 31, 2013 to 2,224,020 outstanding Shares at June 30, 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.

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For the six months ended June 30, 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 64.5% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 60.4% for the six months ended June 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on January 15, 2015 at $164.28 per Share and reached its low for the period on June 23, 2015 at $31.60 per Share. By comparison, during the six months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on February 5, 2014 at $522.60 per Share and reached its low for the period on June 30, 2014 at $132.75 per Share.

The benchmark’s decline of 35.2% for the six months ended June 30, 2015, as compared to the benchmark’s decline of 32.8% for the six months ended June 30, 2014, can be attributed to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (4,052,724 ) $ (2,503,175 )

Management fee

2,398,700 1,375,179

Brokerage commission

1,718,518 1,169,928

Net realized gain (loss)

(536,866,585 ) (250,709,223 )

Change in net unrealized appreciation/depreciation

48,928,208 (16,527,391 )

Net income (loss)

$ (491,991,101 ) $ (269,739,789 )

The Fund’s net income decreased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the six months ended June 30, 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 six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 5,264,706 $ 3,797,427

NAV end of period

$ 5,216,200 $ 3,254,416

Percentage change in NAV

(0.9 )% (14.3 )%

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

$ 86.94 $ 54.24

Percentage change in per share NAV

(0.9 )% (14.3 )%

Percentage change in benchmark

(1.6 )% 7.1 %

Benchmark annualized volatility

15.1 % 8.4 %

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During the six months ended June 30, 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 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 June 30, 2015. By comparison, during the six months ended June 30, 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 June 30, 2014.

For the six months ended June 30, 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 0.9% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 14.3% for the six months ended June 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 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 May 14, 2015 at $83.15 per Share. By comparison, during the six months ended June 30, 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 April 29, 2014 at $51.38 per Share.

The benchmark’s decline of 1.6% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 7.1% for the six months ended June 30, 2014, can be attributed to depreciation of the underlying components of the index during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (24,591 ) $ (15,258 )

Management fee

25,587 15,910

Net realized gain (loss)

781,034 (505,634 )

Change in net unrealized appreciation/depreciation

(804,949 ) (22,119 )

Net income (loss)

$ (48,506 ) $ (543,011 )

The Fund’s net income increased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a decline in the Fund’s benchmark index during the six months ended June 30, 2015.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 169,210,110 $ 256,060,149

NAV end of period

$ 180,092,283 $ 362,599,585

Percentage change in NAV

6.4 % 41.6 %

Shares outstanding beginning of period

2,169,944 8,069,944

Shares outstanding end of period

3,169,944 14,719,944

Percentage change in shares outstanding

46.1 % 82.4 %

Shares created

9,150,000 14,600,000

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Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Shares redeemed

8,150,000 7,950,000

Per share NAV beginning of period

$ 77.98 $ 31.73

Per share NAV end of period

$ 56.81 $ 24.63

Percentage change in per share NAV

(27.1 )% (22.4 )%

Percentage change in benchmark

0.04 % 11.4 %

Benchmark annualized volatility

45.9 % 14.6 %

During the six months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 2,169,944 outstanding Shares at December 31, 2014 to 3,169,944 outstanding Shares at June 30, 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 the Bloomberg WTI Crude Oil Subindex SM . By comparison, during the six months ended June 30, 2014, the increase in the Fund’s NAV resulted from an increase from 8,069,944 outstanding Shares at December 31, 2013 to 14,719,944 outstanding Shares at June 30, 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 .

For the six months ended June 30, 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 27.1% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 22.4% for the six months ended June 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 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 June 10, 2015 at $52.91 per Share. By comparison, during the six months ended June 30, 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 June 20, 2014 at $24.07 per Share.

The benchmark’s rise of 0.04% for the six months ended June 30, 2015, as compared to the rise of 11.4% for the six months ended June 30, 2014, can be attributed to a lesser increase in the price of WTI Crude Oil during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (1,360,250 ) $ (1,428,630 )

Management fee

1,271,602 1,465,256

Brokerage commission

125,143 39,662

Net realized gain (loss)

(39,039,866 ) (43,834,692 )

Change in net unrealized appreciation/depreciation

(45,043,864 ) (17,716,756 )

Net income (loss)

$ (85,443,980 ) $ (62,980,078 )

The Fund’s net income decreased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to an increase in the price of WTI Crude Oil in conjunction with changes in shares outstanding during the six months ended June 30, 2015.

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ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 14,688,564 $ 22,734,767

NAV end of period

$ 13,085,851 $ 49,682,009

Percentage change in NAV

(10.9 )% 118.5 %

Shares outstanding beginning of period

174,952 324,952

Shares outstanding end of period

174,952 1,224,952

Percentage change in shares outstanding

0.0 % 277.0 %

Shares created

300,000 2,400,000

Shares redeemed

300,000 1,500,000

Per share NAV beginning of period

$ 83.96 $ 69.96

Per share NAV end of period

$ 74.80 $ 40.56

Percentage change in per share NAV

(10.9 )% (42.0 )%

Percentage change in benchmark

(9.4 )% 13.1 %

Benchmark annualized volatility

45.3 % 44.1 %

During the six months ended June 30, 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 inverse of the daily performance of the Bloomberg Natural Gas Subindex SM . There was no net change in the Fund’s outstanding Shares from December 31, 2014 to June 30, 2015. By comparison, during the six months ended June 30, 2014, the increase in the Fund’s NAV resulted from an increase from 324,952 outstanding Shares at December 31, 2013 to 1,224,952 outstanding Shares at June 30, 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 .

For the six months ended June 30, 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 10.9% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 42.0% for the six months ended June 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on April 27, 2015 at $97.17 per Share and reached its low for the period on January 14, 2015 at $64.60 per Share. By comparison, during the six months ended June 30, 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 June 12, 2014 at $35.78 per Share.

The benchmark’s decline of 9.4% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 13.1% for the six months ended June 30, 2014, can be attributed to a decrease in the price of Henry Hub Natural Gas during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (89,649 ) $ (327,867 )

Management fee

57,687 279,055

Brokerage commission

33,542 61,752

Net realized gain (loss)

5,102,230 (11,181,106 )

Change in net unrealized appreciation/depreciation

(3,914,520 ) 1,425,007

Net income (loss)

$ 1,098,061 $ (10,083,966 )

The Fund’s net income increased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a decrease in the price of Henry Hub Natural Gas during the six months ended June 30, 2015.

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ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 81,861,762 $ 139,436,456

NAV end of period

$ 73,951,674 $ 83,742,981

Percentage change in NAV

(9.7 )% (39.9 )%

Shares outstanding beginning of period

846,978 1,346,978

Shares outstanding end of period

746,978 996,978

Percentage change in shares outstanding

(11.8 )% (26.0 )%

Shares created

100,000 400,000

Shares redeemed

200,000 750,000

Per share NAV beginning of period

$ 96.65 $ 103.52

Per share NAV end of period

$ 99.00 $ 84.00

Percentage change in per share NAV

2.4 % (18.9 )%

Percentage change in benchmark

(2.9 )% 9.2 %

Benchmark annualized volatility

13.6 % 13.2 %

During the six months ended June 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 846,978 outstanding Shares at December 31, 2014 to 746,978 outstanding Shares at June 30, 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 gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price . By comparison, during the six months ended June 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,346,978 outstanding Shares at December 31, 2013 to 996,978 outstanding Shares at June 30, 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.

For the six months ended June 30, 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 2.4% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 18.9% for the six months ended June 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 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 six months ended June 30, 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 2.9% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 9.2% for the six months ended June 30, 2014, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (353,130 ) $ (469,062 )

Management fee

367,896 496,983

Brokerage commission

25 24

Net realized gain (loss)

1,392,577 (8,272,081 )

Change in net unrealized appreciation/depreciation

2,300,811 (16,233,578 )

Net income (loss)

$ 3,340,258 $ (24,974,721 )

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The Fund’s net income increased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the six months ended June 30, 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 six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 53,007,867 $ 112,989,686

NAV end of period

$ 61,116,236 $ 52,190,256

Percentage change in NAV

15.3 % (53.8 )%

Shares outstanding beginning of period

458,489 1,258,489

Shares outstanding end of period

558,489 708,489

Percentage change in shares outstanding

21.8 % (43.7 )%

Shares created

500,000 700,000

Shares redeemed

400,000 1,250,000

Per share NAV beginning of period

$ 115.61 $ 89.78

Per share NAV end of period

$ 109.43 $ 73.66

Percentage change in per share NAV

(5.3 )% (18.0 )%

Percentage change in benchmark

(1.7 )% 7.0 %

Benchmark annualized volatility

24.4 % 20.1 %

During the six months ended June 30, 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 June 30, 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 six months ended June 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,258,489 outstanding Shares at December 31, 2013 to 708,489 outstanding Shares at June 30, 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 six months ended June 30, 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 5.3% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 18.0% for the six months ended June 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 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 six months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on June 4, 2014 at $91.95 per Share and reached its low for the period on February 24, 2014 at $68.80 per Share.

The benchmark’s decline of 1.7% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 7.0% for the six months ended June 30, 2014, can be attributed to a decrease in the price of spot silver in U.S. dollar terms during the six months ended June 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (248,899 ) $ (324,337 )

Management fee

259,052 345,108

Brokerage commission

25 24

Net realized gain (loss)

(1,930,217 ) (157,279 )

Change in net unrealized appreciation/depreciation

1,959,809 (8,368,370 )

Net income (loss)

$ (219,307 ) $ (8,849,986 )

The Fund’s net income increased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a decrease in the price of spot silver in U.S. dollar terms in conjunction with changes in shares outstanding during the six months ended June 30, 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.

ProShares Short Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 14,021,804 $ 8,896,842

NAV end of period

$ 19,360,122 $ 14,245,423

Percentage change in NAV

38.1 % 60.1 %

Shares outstanding beginning of period

350,005 250,005

Shares outstanding end of period

450,005 400,005

Percentage change in shares outstanding

28.6 % 60.0 %

Shares created

100,000 200,000

Shares redeemed

50,000

Per share NAV beginning of period

$ 40.06 $ 35.59

Per share NAV end of period

$ 43.02 $ 35.61

Percentage change in per share NAV

7.4 % 0.1 %

Percentage change in benchmark

(7.9 )% (0.5 )%

Benchmark annualized volatility

13.1 % 5.0 %

During the six months ended June 30, 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 June 30, 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 six months ended June 30, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 250,005 outstanding Shares at December 31, 2013 to 400,005 outstanding Shares at June 30, 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 the inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the six months ended June 30, 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 7.4% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 0.1% for the six months ended June 30, 2014, was primarily due to a greater appreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

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During the six months ended June 30, 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 six months ended June 30, 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 May 6, 2014 at $35.07 per Share.

The benchmark’s decline of 7.9% for the six months ended June 30, 2015, as compared to the benchmark’s decline of 0.5% for the six months ended June 30, 2014, can be attributed to a decline in the value of the euro versus the U.S. dollar during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (84,242 ) $ (43,854 )

Management fee

85,186 45,561

Brokerage commission

1,719 698

Net realized gain (loss)

1,150,762 158,792

Change in net unrealized appreciation/depreciation

(147,033 ) (78,252 )

Net income (loss)

$ 919,487 $ 36,686

The Fund’s net income increased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a greater decline in the value of the euro versus the U.S. dollar during the six months ended June 30, 2015.

ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 23,120,790 $ 27,983,279

NAV end of period

$ 19,093,705 $ 20,127,301

Percentage change in NAV

(17.4 )% (28.1 )%

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

$ 54.55 $ 40.25

Percentage change in per share NAV

6.2 % (13.7 )%

Percentage change in benchmark

(5.5 )% 5.6 %

Benchmark annualized volatility

12.7 % 7.9 %

During the six months ended June 30, 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 June 30, 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 six months ended June 30, 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 June 30, 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.

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For the six months ended June 30, 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 6.2% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 13.7% for the six months ended June 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 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 May 13, 2015 at $50.07 per Share. By comparison, during the six months ended June 30, 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 June 30, 2014 at $40.25 per Share.

The benchmark’s decline of 5.5% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 5.6% for the six months ended June 30, 2014, can be attributed to a decline in the value of the Australian dollar versus the U.S. dollar during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (103,726 ) $ (108,740 )

Management fee

97,982 108,365

Brokerage commission

7,600 6,366

Net realized gain (loss)

2,533,994 (1,925,051 )

Change in net unrealized appreciation/depreciation

(840,845 ) (1,281,924 )

Net income (loss)

$ 1,589,423 $ (3,315,715 )

The Fund’s net income increased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a decline in the value of the Australian dollar versus the U.S. dollar during the six months ended June 30, 2015.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 517,191,349 $ 418,001,115

NAV end of period

$ 629,617,014 $ 440,156,895

Percentage change in NAV

21.7 % 5.3 %

Shares outstanding beginning of period

23,950,014 24,500,014

Shares outstanding end of period

25,450,014 25,800,014

Percentage change in shares outstanding

6.3 % 5.3 %

Shares created

11,900,000 2,250,000

Shares redeemed

10,400,000 950,000

Per share NAV beginning of period

$ 21.59 $ 17.06

Per share NAV end of period

$ 24.74 $ 17.06

Percentage change in per share NAV

14.6 % 0.0 %

Percentage change in benchmark

(7.9 )% (0.5 )%

Benchmark annualized volatility

13.1 % 5.0 %

During the six months ended June 30, 2015, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the euro versus the U.S. dollar. The increase in the Fund’s NAV also resulted in part from an increase from 23,950,014 outstanding Shares at December 31, 2014 to 25,450,014 outstanding Shares at June 30, 2015. By comparison, during the six months ended June 30, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 24,500,014 outstanding Shares at December 31, 2013 to 25,800,014 outstanding Shares at June 30, 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 inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

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For the six months ended June 30, 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 14.6% for the six months ended June 30, 2015, as compared to no net change in the Fund’s per Share NAV from December 31, 2013 to June 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 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 six months ended June 30, 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 May 6, 2014 at $16.52 per Share.

The benchmark’s decline of 7.9% for the six months ended June 30, 2015, as compared to the benchmark’s decline of 0.5% for the six months ended June 30, 2014, can be attributed to a decline in the value of the euro versus the U.S. dollar during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (2,485,776 ) $ (1,849,767 )

Management fee

2,607,869 1,978,418

Net realized gain (loss)

77,957,654 (6,292,600 )

Change in net unrealized appreciation/depreciation

(12,294,739 ) 8,146,372

Net income (loss)

$ 63,177,139 $ 4,005

The Fund’s net income increased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a greater decline in the value of the euro versus the U.S. dollar for the six months ended June 30, 2015.

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 531,471,873 $ 588,121,516

NAV end of period

$ 405,516,052 $ 353,617,215

Percentage change in NAV

(23.7 )% (39.9 )%

Shares outstanding beginning of period

5,949,294 8,299,294

Shares outstanding end of period

4,399,294 5,449,294

Percentage change in shares outstanding

(26.1 )% (34.3 )%

Shares created

1,050,000 450,000

Shares redeemed

2,600,000 3,300,000

Per share NAV beginning of period

$ 89.33 $ 70.86

Per share NAV end of period

$ 92.18 $ 64.89

Percentage change in per share NAV

3.2 % (8.4 )%

Percentage change in benchmark

(2.1 )% 3.9 %

Benchmark annualized volatility

8.0 % 6.7 %

During the six months ended June 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 5,949,294 outstanding Shares at December 31, 2014 to 4,399,294 outstanding Shares at June 30, 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 six months ended June 30,

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2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 8,299,294 outstanding Shares at December 31, 2013 to 5,449,294 outstanding Shares at June 30, 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 six months ended June 30, 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 3.2% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV decrease of 8.4% for the six months ended June 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on June 5, 2015 at $97.30 per Share and reached its low for the period on January 15, 2015 at $84.11 per Share. By comparison, during the six months ended June 30, 2014 and 2013, 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 June 30, 2014 at $64.89 per Share.

The benchmark’s decline of 2.1% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 3.9% for the six months ended June 30, 2014, can be attributed to a decline in the value of the Japanese yen versus the U.S. dollar during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (2,089,930 ) $ (1,770,703 )

Management fee

2,174,897 1,905,712

Net realized gain (loss)

25,538,696 177,423

Change in net unrealized appreciation/depreciation

(12,641,262 ) (39,074,311 )

Net income (loss)

$ 10,807,504 $ (40,667,591 )

The Fund’s net income increased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a decline in the value of the Japanese yen versus the U.S. dollar in conjunction with share transactions during the six months ended June 30, 2015.

ProShares Ultra Bloomberg Commodity*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 2,606,920 $ 2,915,034

NAV end of period

$ 2,477,456 $ 4,406,118

Percentage change in NAV

(5.0 )% 51.2 %

Shares outstanding beginning of period

50,004 37,504

Shares outstanding end of period

49,965 50,004

Percentage change in shares outstanding

(0.1 )% 33.3 %

Shares created

25,000 12,500

Shares redeemed

25,039

Per share NAV beginning of period

$ 52.13 $ 77.73

Per share NAV end of period

$ 49.58 $ 88.12

Percentage change in per share NAV

(4.9 )% 13.4 %

Percentage change in benchmark

(1.6 )% 7.1 %

Benchmark annualized volatility

15.1 % 8.4 %

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During the six months ended June 30, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 50,004 outstanding Shares at December 31, 2014 to 49,965 outstanding Shares at June 30, 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 the Bloomberg Commodity Index. By comparison, during the six months ended June 30, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 37,504 outstanding Shares at December 31, 2013 to 50,004 outstanding Shares at June 30, 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 the Bloomberg Commodity Index.

For the six months ended June 30, 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 4.9% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 13.4% for the six months ended June 30, 2014, was due to a depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on May 14, 2015 at $52.57 per Share and reached its low for the period on March 17, 2015 at $44.65 per Share. By comparison, during the six months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on April 29, 2014 at $93.80 per Share and reached its low for the period on January 9, 2014 at $73.52 per Share.

The benchmark’s decline of 1.6% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 7.1% for the six months ended June 30, 2014, can be attributed to a depreciation of the underlying components of the index during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (11,282 ) $ (14,695 )

Management fee

11,768 15,414

Net realized gain (loss)

(512,994 ) 376,946

Change in net unrealized appreciation/depreciation

427,499 (6,083 )

Net income (loss)

$ (96,777 ) $ 356,168

The Fund’s net income decreased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a decline in the Fund’s benchmark index during the six months ended June 30, 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 ProShares Ultra Bloomberg Commodity.

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ProShares Ultra Bloomberg Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 450,562,988 $ 142,773,429

NAV end of period

$ 995,416,921 $ 97,943,693

Percentage change in NAV

120.9 % (31.4 )%

Shares outstanding beginning of period

8,879,834 889,834

Shares outstanding end of period

21,877,867 499,834

Percentage change in shares outstanding

146.4 % (43.8 )%

Shares created

36,680,000 1,040,000

Shares redeemed

23,681,967 1,430,000

Per share NAV beginning of period

$ 50.74 $ 160.45

Per share NAV end of period

$ 45.50 $ 195,95

Percentage change in per share NAV

(10.3 )% 22.1 %

Percentage change in benchmark

0.04 % 11.4 %

Benchmark annualized volatility

45.9 % 14.6 %

During the six months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 8,879,834 outstanding Shares at December 31, 2014 to 21,877,867 outstanding Shares at June 30, 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 six months ended June 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 889,834 outstanding Shares at December 31, 2013 to 499,834 outstanding Shares at June 30, 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 six months ended June 30, 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 10.3% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 22.1% for the six months ended June 30, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on May 6, 2015 at $50.96 per Share and reached its low for the period on March 17, 2015 at $31.04 per Share. By comparison, during the six months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on June 20, 2014 at $200.70 per Share and reached its low for the period on January 9, 2014 at $139.25 per Share.

The benchmark’s rise of 0.04% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 11.4% for the six months ended June 30, 2014, can be attributed to a lesser increase in the price of WTI Crude Oil during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (4,404,394 ) $ (558,013 )

Management fee

4,245,253 574,502

Brokerage commission

300,710 16,499

Net realized gain (loss)

32,681,924 31,015,727

Change in net unrealized appreciation/depreciation

132,078,953 2,638,918

Net income (loss)

$ 160,356,483 $ 33,096,632

The Fund’s net income increased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to an increase in the price of WTI Crude Oil and a significant increase in shares outstanding during the six months ended June 30, 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 ProShares Ultra Bloomberg Crude Oil.

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ProShares Ultra Bloomberg Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 70,433,207 $ 62,915,779

NAV end of period

$ 63,238,942 $ 21,163,834

Percentage change in NAV

(10.2 )% (66.4 )%

Shares outstanding beginning of period

1,142,485 404,985

Shares outstanding end of period

1,392,170 117,485

Percentage change in shares outstanding

21.9 % (71.0 )%

Shares created

987,500 100,000

Shares redeemed

737,815 387,500

Per share NAV beginning of period

$ 61.65 $ 155.35

Per share NAV end of period

$ 45.42 $ 180.14

Percentage change in per share NAV

(26.3 )% 16.0 %

Percentage change in benchmark

(9.4 )% 13.1 %

Benchmark annualized volatility

45.3 % 44.3 %

During the six months ended June 30, 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 in the Fund’s NAV was offset by an increase from 1,142,485 outstanding Shares at December 31, 2014 to 1,392,170 outstanding Shares at June 30, 2015. By comparison, during the six months ended June 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 404,985 outstanding Shares at December 31, 2013 to 117,485 outstanding Shares at June 30, 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 six months ended June 30, 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 26.3% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 16.0% for the six months ended June 30, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on January 14, 2015 at $74.33 per Share and reached its low for the period on June 5, 2015 at $39.42 per Share. By comparison, during the six months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on January 29, 2014 at $255.12 per Share and reached its low for the period on January 9, 2014 at $139.60 per Share.

The benchmark’s decline of 9.4% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 13.1% for the six months ended June 30, 2014, can be attributed to a decrease in the price of Henry Hub Natural Gas during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (429,721 ) $ (169,279 )

Management fee

331,489 150,086

Brokerage commission

109,616 27,277

Net realized gain (loss)

(49,803,632 ) 16,969,039

Change in net unrealized appreciation/depreciation

34,039,451 2,242,913

Net income (loss)

$ (16,193,902 ) $ 19,042,673

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The Fund’s net income decreased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a decrease in the price of Henry Hub Natural Gas during the six months ended June 30, 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 ProShares Ultra Bloomberg Natural Gas.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 102,003,345 $ 132,017,405

NAV end of period

$ 88,848,218 $ 135,458,124

Percentage change in NAV

(12.9 )% 2.6 %

Shares outstanding beginning of period

2,550,014 3,200,014

Shares outstanding end of period

2,400,014 2,800,014

Percentage change in shares outstanding

(5.9 )% (12.5 )%

Shares created

50,000 150,000

Shares redeemed

200,000 550,000

Per share NAV beginning of period

$ 40.00 $ 41.26

Per share NAV end of period

$ 37.02 $ 48.38

Percentage change in per share NAV

(7.5 )% 17.3 %

Percentage change in benchmark

(2.9 )% 9.2 %

Benchmark annualized volatility

13.6 % 13.2 %

During the six months ended June 30, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,550,014 outstanding Shares at December 31, 2014 to 2,400,014 outstanding Shares at June 30, 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 six months ended June 30, 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 in the Fund’s NAV was offset by a decrease from 3,200,014 outstanding Shares at December 31, 2013 to 2,800,014 outstanding Shares at June 30, 2014.

For the six months ended June 30, 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 7.5% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 17.3% for the six months ended June 30, 2014, was primarily due to depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 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 six months ended June 30, 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 2.9% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 9.2% for the six months ended June 30, 2014, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the six months ended June 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (440,131 ) $ (614,629 )

Management fee

461,738 646,062

Brokerage commission

25 24

Net realized gain (loss)

(3,905,732 ) 1,945,207

Change in net unrealized appreciation/depreciation

(2,483,391 ) 20,066,415

Net income (loss)

$ (6,829,254 ) $ 21,396,993

The Fund’s net income decreased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the six months ended June 30, 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 six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 291,169,743 $ 465,479,519

NAV end of period

$ 285,991,688 $ 501,002,636

Percentage change in NAV

(1.8 )% 7.6 %

Shares outstanding beginning of period

7,396,533 7,350,007

Shares outstanding end of period

7,846,533 7,146,533

Percentage change in shares outstanding

6.1 % (2.8 )%

Shares created

1,500,000 1,187,500

Shares redeemed

1,050,000 1,390,974

Per share NAV beginning of period

$ 39.37 $ 63.33

Per share NAV end of period

$ 36.45 $ 70.10

Percentage change in per share NAV

(7.4 )% 10.7 %

Percentage change in benchmark

(1.7 )% 7.0 %

Benchmark annualized volatility

24.4 % 20.1 %

During the six months ended June 30, 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 silver bullion as measured by the as measured by the London Silver Price . The decrease in the Fund’s NAV was offset by an increase from 7,396,533 outstanding Shares at December 31, 2014 to 7,846,533 outstanding Shares at June 30, 2015. By comparison, during the six months ended June 30, 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 silver bullion as measured by the U.S. dollar fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 7,350,007 outstanding Shares at December 31, 2013 to 7,146,533 outstanding Shares at June 30, 2014.

For the six months ended June 30, 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 7.4% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 10.7% for the six months ended June 30, 2014, was primarily due to depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 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 six months ended June 30, 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 June 4, 2014 at $56.91 per Share.

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The benchmark’s decline of 1.7% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 7.0% for the six months ended June 30, 2014, can be attributed to a decrease in the price of spot silver in U.S. dollar terms during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (1,378,987 ) $ (2,172,510 )

Management fee

1,453,507 2,286,437

Brokerage commission

27 30

Net realized gain (loss)

(16,003,848 ) (32,278,698 )

Change in net unrealized appreciation/depreciation

(1,470,407 ) 89,399,913

Net income (loss)

$ (18,853,242 ) $ 54,948,705

The Fund’s net income decreased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a decrease in the price of spot silver in U.S. dollar terms, in conjunction with a significantly lower NAV during the six months ended June 30, 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.

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 2,981,441 $ 2,603,827

NAV end of period

$ 13,272,820 $ 2,566,901

Percentage change in NAV

345.2 % (1.4 )%

Shares outstanding beginning of period

150,014 100,014

Shares outstanding end of period

800,014 100,014

Percentage change in shares outstanding

433.3 % 0.0 %

Shares created

800,000

Shares redeemed

150,000

Per share NAV beginning of period

$ 19.87 $ 26.03

Per share NAV end of period

$ 16.59 $ 25.67

Percentage change in per share NAV

(16.5 )% (1.4 )%

Percentage change in benchmark

(7.9 )% (0.5 )%

Benchmark annualized volatility

13.1 % 5.0 %

During the six months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 150,014 outstanding Shares at December 31, 2014 to 800,014 outstanding Shares at June 30, 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 six months ended June 30, 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 June 30, 2014.

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For the six months ended June 30, 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 16.5% for the six months ended June 30, 2015, as compared to Fund’s per Share NAV decrease of 1.4% for the six months ended June 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 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 six months ended June 30, 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 7.9% for the six months ended June 30, 2015, as compared to the benchmark’s decline of 0.5% for the six months ended June 30, 2014, can be attributed to a decline in the value of the euro versus the U.S. dollar during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (49,915 ) $ (11,443 )

Management fee

51,477 12,148

Net realized gain (loss)

(628,241 ) 44,885

Change in net unrealized appreciation/depreciation

(29,969 ) (70,368 )

Net income (loss)

$ (708,125 ) $ (36,926 )

The Fund’s net income decreased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a greater decline in the value of the euro versus the U.S. dollar during the six months ended June 30, 2015.

ProShares Ultra Yen*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

NAV beginning of period

$ 2,118,028 $ 2,795,026

NAV end of period

$ 5,348,899 $ 1,997,051

Percentage change in NAV

152.5 % (28.5 )%

Shares outstanding beginning of period

37,504 37,504

Shares outstanding end of period

99,974 25,004

Percentage change in shares outstanding

166.6 % (33.3 )%

Shares created

75,000

Shares redeemed

12,530 12,500

Per share NAV beginning of period

$ 56.48 $ 74.53

Per share NAV end of period

$ 53.50 $ 79.87

Percentage change in per share NAV

(5.3 )% 7.2 %

Percentage change in benchmark

(2.1 )% 3.9 %

Benchmark annualized volatility

8.0 % 6.7 %

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During the six months ended June 30, 2015, the increase in the Fund’s NAV resulted from an increase from 37,504 outstanding Shares at December 31, 2014 to 99,974 outstanding Shares at June 30, 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 six months ended June 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 37,504 outstanding Shares at December 31, 2013 to 25,004 outstanding Shares at June 30, 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 spot price of the Japanese yen versus the U.S. dollar.

For the six months ended June 30, 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 5.3% for the six months ended June 30, 2015, as compared to the Fund’s per Share NAV increase of 7.2% for the six months ended June 30, 2014, was primarily due to depreciation in the value of the assets of the Fund during the six months ended June 30, 2015.

During the six months ended June 30, 2015, the Fund’s per Share NAV reached its high for the period on January 15, 2015 at $59.83 per Share and reached its low for the period on June 5, 2015 at $50.86 per Share. By comparison, during the six months ended June 30, 2014, the Fund’s per Share NAV reached its high for the period on February 3, 2014 at $80.84 per Share and reached its low for the period on January 9, 2014 at $75.20 per Share.

The benchmark’s decline of 2.1% for the six months ended June 30, 2015, as compared to the benchmark’s rise of 3.9% for the six months ended June 30, 2014, can be attributed to a decline in the value of the Japanese yen versus the U.S. dollar during the six months ended June 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2015 and 2014:

Six Months Ended
June 30, 2015
Six Months Ended
June 30, 2014

Net investment income (loss)

$ (21,571 ) $ (12,488 )

Management fee

22,321 13,309

Net realized gain (loss)

(519,169 ) (21,518 )

Change in net unrealized appreciation/depreciation

175,277 211,681

Net income (loss)

$ (365,463 ) $ 177,675

The Fund’s net income decreased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to a decline in the value of the Japanese yen versus the U.S. dollar during the six months ended June 30, 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 ProShares Ultra Yen.

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 as of June 30, 2014 have not been provided.

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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 June 30, 2015, the Managed Futures Fund’s positions were as follows:

ProShares Managed Futures Strategy :

As of June 30, 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 June 30, 2015, which were sensitive to commodity price risk and exchange rate price risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

RBOB Gasoline Futures (NYMEX)

Long August 2015 2 $ 2.05 42,000 $ 172,150

British Pound Fx Currency Futures (CME)

Long September 2015 6 157.25 625 589,688

Cocoa Futures (ICE)

Long September 2015 15 3,269.00 10 490,350

Copper Futures (COMEX)

Long September 2015 4 2.62 25,000 261,500

Copper Mini Futures (COMEX)

Long September 2015 2 2.61 12,500 65,350

Swiss Franc Fx Currency Futures (CME)

Long September 2015 2 107.22 1,250 268,050

Live Cattle Futures (CME)

Long October 2015 7 1.51 40,000 421,960

WTI Crude Oil Futures (NYMEX)

Long December 2015 2 6.08 1,000 121,560

NY Harbor ULSD Futures (NYMEX)

Long December 2015 2 1.96 42,000 164,447

Gold 100 OZ Futures (COMEX)

Short August 2015 2 1,171.80 100 234,360

Gold Mini Futures (ICE)

Short August 2015 2 1,171.80 32.15 75,347

Lean Hogs Futures (CME)

Short August 2015 11 0.74 40,000 327,250

Natural Gas Futures (NYMEX)

Short August 2015 8 2.83 10,000 226,560

Australian Dollar Fx Currency Futures (CME)

Short September 2015 6 76.85 1,000 461,100

Canadian Dollar Fx Currency Futures (CME)

Short September 2015 5 79.98 1,000 399,900

Coffee ‘C’ Futures (ICE)

Short September 2015 4 1.32 37,500 198,600

Corn Futures (CBT)

Short September 2015 14 4.22 5,000 295,400

Euro Fx Currency Futures (CME)

Short September 2015 3 1.12 125,000 418,350

Japanese Yen Fx Currency Futures (CME)

Short September 2015 6 81.83 1,250 613,725

Silver Futures (COMEX)

Short September 2015 1 15.58 5,000 77,905

Silver Mini Futures (ICE)

Short September 2015 4 15.58 1,000 62,324

US 10 YR Note Futures (CBT)

Short September 2015 10 126.17 1,000 1,261,719

US Treasury Long Bond Futures (CBT)

Short September 2015 6 150.84 1,000 905,063

Wheat Futures (CBT)

Short September 2015 11 6.16 5,000 338,663

Sugar #11 Futures (CBT)

Short October 2015 18 0.12 112,000 251,395

Soybean Futures (CBT)

Short November 2015 7 10.37 5,000 363,037

Cotton No. 2 Futures (ICE)

Short December 2015 10 0.68 50,000 339,550

The June 30, 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 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.

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Equity Market Volatility Sensitivity

Each of the VIX Funds is exposed to equity market volatility risk through its holdings of Financial Instruments. The following tables provide information about each of the VIX Funds’ Financial Instruments, which are sensitive to changes in equity market volatility indexes. As of June 30, 2015 and 2014, each of the VIX Funds’ positions were as follows:

ProShares VIX Short-Term Futures ETF

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2015 5,705 $ 17.33 1,000 $ 98,839,125

VIX Futures (CBOE)

Long August 2015 4,075 17.38 1,000 70,803,125

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2014 4,028 $ 12.45 1,000 $ 50,148,600

VIX Futures (CBOE)

Long August 2014 3,624 13.35 1,000 48,380,400

The June 30, 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 June 30, 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 June 30, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long October 2015 286 $ 17.93 1,000 $ 5,126,550

VIX Futures (CBOE)

Long November 2015 491 18.13 1,000 8,899,375

VIX Futures (CBOE)

Long December 2015 491 18.18 1,000 8,923,925

VIX Futures (CBOE)

Long January 2016 205 18.68 1,000 3,828,375

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long October 2014 450 $ 15.00 1,000 $ 6,750,000

VIX Futures (CBOE)

Long November 2014 855 15.60 1,000 13,338,000

VIX Futures (CBOE)

Long December 2014 855 16.00 1,000 13,680,000

VIX Futures (CBOE)

Long January 2015 405 16.70 1,000 6,763,500

The June 30, 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.

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ProShares Short VIX Short-Term Futures ETF

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Short July 2015 6,365 $ 17.33 1,000 $ (110,273,625 )

VIX Futures (CBOE)

Short August 2015 4,546 17.38 1,000 (78,986,750 )

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Short July 2014 7,404 $ 12.45 1,000 $ (92,179,800 )

VIX Futures (CBOE)

Short August 2014 6,657 13.35 1,000 (88,870,950 )

The June 30, 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 June 30, 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 June 30, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2015 29,050 $ 17.33 1,000 $ 503,291,250

VIX Futures (CBOE)

Long August 2015 20,747 17.38 1,000 360,479,125

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2014 24,158 $ 12.45 1,000 $ 300,767,100

VIX Futures (CBOE)

Long August 2014 21,742 13.35 1,000 290,255,700

The June 30, 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.

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Commodity Price Sensitivity

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which were sensitive to commodity price risk. As of June 30, 2015 and 2014, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares UltraShort Bloomberg Commodity :

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to commodity price risk.

Swap Agreements as of June 30, 2015

Reference Index

Counterparty Long or
Short
Index Close Notional Amount
at Value

Bloomberg Commodity Index

Deutsche Bank AG Short $ 102.6892 $ (4,657,215 )

Bloomberg Commodity Index

Goldman Sachs

International

Short 102.6892 (4,065,285 )

Bloomberg Commodity Index

UBS AG Short 102.6892 (1,705,006 )

Swap Agreements as of June 30, 2014

Reference Index

Counterparty Long or
Short
Index Close Notional Amount
at Value

Bloomberg Commodity Index

Deutsche Bank AG Short $ 134.6268 $ (2,595,868 )

Bloomberg Commodity Index

Goldman Sachs
International
Short 134.6268 (2,767,667 )

Bloomberg Commodity Index

UBS AG Short 134.6268 (1,138,280 )

The June 30, 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 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 June 30, 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 June 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short September 2015 2,785 $ 59.83 1,000 $ (166,626,550 )

Swap Agreements as of June 30, 2015

Reference Index

Counterparty Long or
Short
Index
Close
Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Short 142.5320 $ (57,550,283 )

Bloomberg WTI Crude Oil Subindex

Goldman Sachs

International

Short 142.5320 (56,799,973 )

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A Short 142.5320 (24,458,958 )

Bloomberg WTI Crude Oil Subindex

UBS AG Short 142.5320 (54,734,615 )

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Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short September 2014 2,920 $ 104.73 1,000 $ (305,811,600 )

Swap Agreements as of June 30, 2014

Reference Index

Counterparty Long or
Short
Index
Close
Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Short 272.2784 $ (116,423,779 )

Bloomberg WTI Crude Oil Subindex

Goldman Sachs

International

Short 272.2784 (127,285,152 )

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A Short 272.2784 (59,190,848 )

Bloomberg WTI Crude Oil Subindex

UBS AG Short 272.2784 (116,599,880 )

The June 30, 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 June 30, 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.

ProShares UltraShort Bloomberg Natural Gas :

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Short September 2015 921 $ 2.84 10,000 $ (26,174,820 )

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Short September 2014 2,238 $ 4.44 10,000 $ (99,367,200 )

The June 30, 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.

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ProShares UltraShort Gold :

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Short August 2015 2 $ 1171.80 100 $ (234,360 )

Forward Agreements as of June 30, 2015

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Short $ 1,171.05 $ (71,199,840 )

0.995 Fine Troy Ounce Gold

Goldman Sachs

International

Short 1,171.04 (31,849,946 )

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Short 1,171.03 (14,403,669 )

0.995 Fine Troy Ounce Gold

UBS AG Short 1,171.03 (30,271,126 )

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Short August 2014 2 $ 1,322.00 100 $ (264,400 )

Forward Agreements as of June 30, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Short $ 1,315.02 $ (78,243,690 )

0.995 Fine Troy Ounce Gold

Goldman Sachs

International

Short 1,315.02 (32,083,858 )

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Short 1,315.02 (19,330,794 )

0.995 Fine Troy Ounce Gold

UBS AG Short 1,315.02 (37,543,821 )

The June 30, 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 June 30, 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.

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ProShares UltraShort Silver :

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Short September 2015 2 $ 15.58 5,000 $ (156,650 )

Forward Agreements as of June 30, 2015

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Short $ 15.7016 $ (62,586,578 )

0.999 Fine Troy Ounce Silver

Goldman Sachs

International

Short 15.7010 (22,083,457 )

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Short 15.7010 (13,942,488 )

0.999 Fine Troy Ounce Silver

UBS AG Short 15.7011 (23,457,443 )

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Short September 2014 2 $ 21.06 5,000 $ (210,560 )

Forward Agreements as of June 30, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Short $ 20.8726 $ (55,521,116 )

0.999 Fine Troy Ounce Silver

Goldman Sachs

International

Short 20.8726 (18,253,089 )

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Short 20.8726 (10,895,497 )

0.999 Fine Troy Ounce Silver

UBS AG Short 20.8726 (19,495,008 )

The June 30, 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 June 30, 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 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.

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Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Fund’s Financial Instruments, which are sensitive to changes in exchange rates. As of June 30, 2015 and 2014, each of the Currency Fund’s positions were as follows:

ProShares Short Euro :

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to exchange rate price risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short September 2015 139 $ 1.12 125,000 $ (19,383,550 )

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short September 2014 83 $ 1.37 125,000 $ (14,211,675 )

The June 30, 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 June 30, 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 June 30, 2015 and 2014, which were sensitive to exchange rate price risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short September 2015 497 $ 76.85 1,000 $ (38,194,450 )

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short September 2014 429 $ 93.76 1,000 $ (40,223,040 )

The June 30, 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 June 30, 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 June 30, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of June 30, 2015

Reference Currency

Counterparty Long or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs

International

Long 07/10/15 134,902,100 1.1150 $ 150,417,685

Euro

UBS AG Long 07/10/15 43,009,100 1.1150 47,955,734

Euro

Goldman Sachs

International

Short 07/10/15 (650,658,325 ) 1.1150 (725,492,920 )

Euro

UBS AG Short 07/10/15 (656,926,500 ) 1.1150 (732,482,020 )

Foreign Currency Forward Contracts as of June 30, 2014

Reference Currency

Counterparty Long or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs

International

Long 07/11/14 28,302,000 1.3694 $ 38,755,476

Euro

UBS AG Long 07/11/14 27,582,600 1.3694 37,770,362

Euro

Goldman Sachs

International

Short 07/11/14 (351,137,125 ) 1.3694 (480,831,260 )

Euro

UBS AG Short 07/11/14 (347,608,700 ) 1.3694 (475,999,595 )

The June 30, 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 June 30, 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 June 30, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of June 30, 2015

Reference Currency

Counterparty Long or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs

International

Long 07/10/15 11,883,194,200 0.008172 $ 97,106,611

Yen

UBS AG Long 07/10/15 6,627,069,900 0.008172 54,154,825

Yen

Goldman Sachs

International

Short 07/10/15 (60,093,609,500 ) 0.008172 (491,070,554 )

Yen

UBS AG Short 07/10/15 (57,749,031,500 ) 0.008172 (471,911,226 )

Foreign Currency Forward Contracts as of June 30, 2014

Reference Currency

Counterparty Long or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs

International

Long 07/11/14 4,021,491,200 0.009872 $ 39,699,116

Yen

UBS AG Long 07/11/14 3,928,152,500 0.009872 38,777,700

Yen

Goldman Sachs

International

Short 07/11/14 (39,448,933,400 ) 0.009872 (389,429,615 )

Yen

UBS AG Short 07/11/14 (40,348,769,000 ) 0.009872 (398,312,558 )

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The June 30, 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 June 30, 2015 and 2014, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares Ultra Bloomberg Commodity :

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to commodity price risk.

Swap Agreements as of June 30, 2015

Reference Index

Counterparty Long or
Short
Index Close Notional Amount
at Value

Bloomberg Commodity Index

Deutsche Bank AG Long $ 102.6892 $ 2,101,872

Bloomberg Commodity Index

Goldman Sachs
International
Long 102.6892 2,151,198

Bloomberg Commodity Index

UBS AG Long 102.6892 698,224

Swap Agreements as of June 30, 2014

Reference Index

Counterparty Long or
Short
Index Close Notional Amount
at Value

Bloomberg Commodity Index

Deutsche Bank AG Long $ 134.6268 $ 3,598,575

Bloomberg Commodity Index

Goldman Sachs
International
Long 134.6268 3,955,878

Bloomberg Commodity Index

UBS AG Long 134.6268 1,276,872

The June 30, 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.

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ProShares Ultra Bloomberg Crude Oil :

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long September 2015 11,328 $ 59.83 1,000 $ 677,754,240

Swap Agreements as of June 30, 2015

Reference Index

Counterparty Long or
Short
Index Close Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Long $ 142.5320 $ 381,511,185

Bloomberg WTI Crude Oil Subindex

Goldman Sachs
International
Long 142.5320 396,154,173

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A. Long 142.5320 141,007,327

Bloomberg WTI Crude Oil Subindex

UBS AG Long 142.5320 394,371,392

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long September 2014 842 $ 104.73 1,000 $ 88,182,660

Swap Agreements as of June 30, 2014

Reference Index

Counterparty Long or
Short
Index Close Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Long $ 272.2784 $ 31,823,119

Bloomberg WTI Crude Oil Subindex

Goldman Sachs
International
Long 272.2784 27,268,424

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A. Long 272.2784 17,530,561

Bloomberg WTI Crude Oil Subindex

UBS AG Long 272.2784 31,095,182

The June 30, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 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.

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ProShares Ultra Bloomberg Natural Gas :

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Long September 2015 4,450 $ 2.84 10,000 $ 126,469,000

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Long September 2014 953 $ 4.44 10,000 $ 42,313,200

The June 30, 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, 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 June 30, 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 June 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Long August 2015 2 $ 1,171.80 100 $ 234,360

Forward Agreements as of June 30, 2015

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Long $ 1,171.05 $ 86,891,910

0.995 Fine Troy Ounce Gold

Goldman Sachs

International

Long 1,171.04 37,028,285

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Long 1,171.03 19,087,789

0.995 Fine Troy Ounce Gold

UBS AG Long 1,171.03 34,428,282

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Long August 2014 2 $ 1,322.00 100 $ 264,400

Forward Agreements as of June 30, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Long $ 1,315.02 $ 143,994,690

0.995 Fine Troy Ounce Gold

Goldman Sachs

International

Long 1,315.02 54,205,124

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Long 1,315.02 28,272,930

0.995 Fine Troy Ounce Gold

UBS AG Long 1,315.02 44,184,672

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The June 30, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 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.

ProShares Ultra Silver :

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Long September 2015 3 $ 15.58 5,000 $ 233,715

Forward Agreements as of June 30, 2015

Reference Index

Counterparty Long or
Short
Valuation Price Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Long $ 15.7016 $ 207,166,910

0.999 Fine Troy Ounce Silver

Goldman Sachs

International

Long 15.7010 146,911,117

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Long 15.7010 57,277,248

0.999 Fine Troy Ounce Silver

UBS AG Long 15.7011 160,386,737

Futures Positions as of June 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Long September 2014 1 $ 21.06 5,000 $ 105,280

Forward Agreements as of June 30, 2014

Reference Index

Counterparty Long or
Short
Valuation Price Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Long $ 20.8726 $ 544,294,790

0.999 Fine Troy Ounce Silver

Goldman Sachs

International

Long 20.8726 165,515,543

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Long 20.8726 105,427,503

0.999 Fine Troy Ounce Silver

UBS AG Long 20.8726 186,663,662

The June 30, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 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.

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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 June 30, 2015 and 2014, each of the Currency Fund’s positions were as follows:

ProShares Ultra Euro :

As of June 30, 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 June 30, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of June 30, 2015

Reference Currency

Counterparty Long or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs

International

Long 07/10/15 15,101,725 1.1150 $ 16,838,630

Euro

UBS AG Long 07/10/15 13,022,500 1.1150 14,520,266

Euro

Goldman Sachs

International

Short 07/10/15 (2,464,500 ) 1.1150 (2,747,951 )

Euro

UBS AG Short 07/10/15 (1,854,400 ) 1.1150 (2,067,681 )

Foreign Currency Forward Contracts as of June 30, 2014

Reference Currency

Counterparty Long or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs

International

Long 07/11/14 733,425 1.3694 $ 1,004,319

Euro

UBS AG Long 07/11/14 3,046,300 1.3694 4,171,465

Euro

Goldman Sachs

International

Short 07/11/14 (30,700 ) 1.3694 (42,040 )

The June 30, 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 June 30, 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 June 30, 2015 and 2014, which were sensitive to exchange rate price risk.

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Foreign Currency Forward Contracts as of June 30, 2015

Reference Currency

Counterparty Long or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs

International

Long 07/10/15 886,001,400 0.008172 $ 7,240,191

Yen

UBS AG Long 07/10/15 457,541,900 0.008172 3,738,923

Yen

Goldman Sachs

International

Short 07/10/15 (30,550,900 ) 0.008172 (249,655 )

Yen

UBS AG Short 07/10/15 (5,434,600 ) 0.008172 (44,410 )

Foreign Currency Forward Contracts as of June 30, 2014

Reference Currency

Counterparty Long or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs

International

Long 07/11/14 291,065,100 0.009872 $ 2,873,319

Yen

UBS AG Long 07/11/14 317,397,400 0.009872 3,133,265

Yen

Goldman Sachs

International

Short 07/11/14 (202,709,800 ) 0.009872 (2,001,098 )

Yen

UBS AG Short 07/11/14 (1,488,900 ) 0.009872 (14,698 )

The June 30, 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 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

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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.

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.

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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 maintained in a non-interest bearing demand deposit account. The Funds also invest a portion of this cash in cash equivalents (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities).

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of June 30, 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 June 30, 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, as amended.

The lack of active trading markets for any of the Shares of the Funds may result in losses on investors’ investments at the time of disposition of such Shares.

Although the Shares of the Funds are publicly listed and traded on the Exchange, there can be no guarantee that an active trading market for the Shares of any Fund will develop or be maintained. In this regard, if a Fund is not able to meet the continued listing standards of NYSE Arca and is delisted, there will not be an active trading market for such Fund’s Shares. If investors need to sell their Shares at a time when no active market for them exists, the price investors receive for their 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 there is no active trading market for the Shares of a Fund for an extended period of time, the Fund would likely be forced to liquidate.

A Fund may terminate and liquidate at a time that is disadvantageous to shareholders.

If a Fund lacks the demand necessary to remain open, then the Fund will likely be terminated and liquidated. For example, the ProShares Ultra Australian Dollar Fund was terminated and liquidated in June 2015 because it lacked the demand necessary to remain open. Termination and liquidation of a Fund could occur at a time that is disadvantageous to shareholders. When the Fund’s assets are sold as part of the Fund’s liquidation, the resulting proceeds distributed to shareholders may be less than those that may be realized in a sale outside of a liquidation context.

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

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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 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 June 30, 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).

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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.

Title of Securities Registered

Amount Registered
As of June 30, 2015
Shares Sold
For the
Three Months
Ended

June 30, 2015
Sale Price of
Shares Sold For
the

Three Months
Ended

June 30, 2015

ProShares Managed Futures Strategy Common Units of Beneficial Interest

$ 509,027,538 50,000 $ 1,043,979

ProShares VIX Short-Term Futures ETF Common Units of Beneficial Interest

$ 2,068,623,063 4,100,000 $ 56,928,673

ProShares VIX Mid-Term Futures ETF Common Units of Beneficial Interest

$ 619,302,925 100,000 $ 5,525,626

ProShares Short VIX Short-Term Futures ETF Common Units of Beneficial Interest

$ 3,589,767,641 2,400,000 $ 200,730,634

ProShares Ultra VIX Short-Term Futures ETF Common Units of Beneficial Interest

$ 4,255,550,774 13,850,000 $ 584,939,077

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 4,550,000 $ 274,425,360

ProShares UltraShort Bloomberg Natural Gas Common Units of Beneficial Interest

$ 412,030,981 150,000 $ 11,531,753

ProShares UltraShort Gold Common Units of Beneficial Interest

$ 503,545,611 $

ProShares UltraShort Silver Common Units of Beneficial Interest

$ 2,083,528,399 250,000 $ 24,496,262

ProShares Short Euro Common Units of Beneficial Interest

$ 174,672,977 $

ProShares UltraShort Australian Dollar Common Units of Beneficial Interest

$ 172,771,084 $

ProShares UltraShort Euro Common Units of Beneficial Interest

$ 1,888,450,946 6,400,000 $ 162,216,329

ProShares UltraShort Yen Common Units of Beneficial Interest

$ 951,962,134 400,000 $ 37,838,236

ProShares Ultra Bloomberg Commodity Common Units of Beneficial Interest

$ 129,604,130 25,000 $ 1,200,621

ProShares Ultra Bloomberg Crude Oil Common Units of Beneficial Interest

$ 3,838,773,188 9,430,000 $ 415,664,005

ProShares Ultra Bloomberg Natural Gas Common Units of Beneficial Interest

$ 540,275,387 475,000 $ 20,108,375

ProShares Ultra Gold Common Units of Beneficial Interest

$ 683,270,223 $

ProShares Ultra Silver Common Units of Beneficial Interest

$ 2,251,471,600 800,000 $ 30,388,247

ProShares Ultra Euro Common Units of Beneficial Interest

$ 126,652,323 $

ProShares Ultra Yen Common Units of Beneficial Interest

$ 138,726,333 $

Total:

$ 27,225,623,435 42,980,000 $ 1,827,037,177

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(b) From April 1, 2015 to June 30, 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

04/01/15 to 04/30/15

$

05/01/15 to 05/31/15

$

06/01/15 to 06/30/15

$

ProShares VIX Short-Term Futures ETF

04/01/15 to 04/30/15

$

05/01/15 to 05/31/15

$

06/01/15 to 06/30/15

300,000 $ 12.86

ProShares VIX Mid-Term Futures ETF

04/01/15 to 04/30/15

25,000 $ 60.12

05/01/15 to 05/31/15

$

06/01/15 to 06/30/15

50,000 $ 54.31

ProShares Short VIX Short-Term Futures ETF

04/01/15 to 04/30/15

1,550,000 $ 78.98

05/01/15 to 05/31/15

1,800,000 $ 88.14

06/01/15 to 06/30/15

800,000 $ 91.13

ProShares Ultra VIX Short-Term Futures ETF

04/01/15 to 04/30/15

1,010,000 $ 59.46

05/01/15 to 05/31/15

1,920,000 $ 46.58

06/01/15 to 06/30/15

10,351,572 $ 41.63

ProShares UltraShort Bloomberg Commodity

04/01/15 to 04/30/15

$

05/01/15 to 05/31/15

$

06/01/15 to 06/30/15

$

ProShares UltraShort Bloomberg Crude Oil

04/01/15 to 04/30/15

1,300,000 $ 65.73

05/01/15 to 05/31/15

1,450,000 $ 57.77

06/01/15 to 06/30/15

2,900,000 $ 56.74

ProShares UltraShort Bloomberg Natural Gas

04/01/15 to 04/30/15

50,000 $ 80.73

05/01/15 to 05/31/15

50,000 $ 87.65

06/01/15 to 06/30/15

$

ProShares UltraShort Gold

04/01/15 to 04/30/15

50,000 $ 98.38

05/01/15 to 05/31/15

$

06/01/15 to 06/30/15

$

ProShares UltraShort Silver

04/01/15 to 04/30/15

100,000 $ 101.45

05/01/15 to 05/31/15

50,000 $ 97.66

06/01/15 to 06/30/15

100,000 $ 104,47

ProShares Short Euro

04/01/15 to 04/30/15

$

05/01/15 to 05/31/15

$

06/01/15 to 06/30/15

$

ProShares UltraShort Australian Dollar

04/01/15 to 04/30/15

05/01/15 to 05/31/15

$

06/01/15 to 06/30/15

$

ProShares UltraShort Euro

04/01/15 to 04/30/15

2,600,000 $ 26.65

05/01/15 to 05/31/15

450,000 $ 24.81

06/01/15 to 06/30/15

900,000 $ 24.65

ProShares UltraShort Yen

04/01/15 to 04/30/15

300,000 $ 88.18

05/01/15 to 05/31/15

50,000 $ 88.75

06/01/15 to 06/30/15

600,000 $ 94.31

ProShares Ultra Bloomberg Commodity

04/01/15 to 04/30/15

25,000 $ 48.26

05/01/15 to 05/31/15

$

06/01/15 to 06/30/15

39 $ 49.10

ProShares Ultra Bloomberg Crude Oil

04/01/15 to 04/30/15

8,400,000 $ 43.15

05/01/15 to 05/31/15

4,240,000 $ 48.96

06/01/15 to 06/30/15

4,351,967 $ 48.35

ProShares Ultra Bloomberg Natural Gas

04/01/15 to 04/30/15

$

05/01/15 to 05/31/15

125,000 $ 51.78

06/01/15 to 06/30/15

300,316 $ 46.94

ProShares Ultra Gold

04/01/15 to 04/30/15

100,000 $ 38.74

05/01/15 to 05/31/15

$

06/01/15 to 06/30/15

$

ProShares Ultra Silver

04/01/15 to 04/30/15

200,000 $ 42.66

05/01/15 to 05/31/15

400,000 $ 44.11

06/01/15 to 06/30/15

$

ProShares Ultra Euro

04/01/15 to 04/30/15

$

05/01/15 to 05/31/15

50,000 $ 16.68

06/01/15 to 06/30/15

100,000 $ 17.07

ProShares Ultra Yen

04/01/15 to 04/30/15

$

05/01/15 to 05/31/15

$

06/01/15 to 06/30/15

30 $ 52.07

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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: August 10, 2015

/s/ Edward Karpowicz

By: Edward Karpowicz
Principal Financial Officer
Date: August 10, 2015
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