AGQ 10-Q Quarterly Report Sept. 30, 2015 | Alphaminr

AGQ 10-Q Quarter ended Sept. 30, 2015

PROSHARES TRUST II
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10-Q 1 d81736d10q.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 September 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.

203

Item 4. Controls and Procedures.

221

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

222

Item 1A. Risk Factors.

222

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

222

Item 3. Defaults Upon Senior Securities.

226

Item 4. Mine Safety Disclosures.

226

Item 5. Other Information.

226

Item 6. Exhibits.

227


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

September 30, 2015
(unaudited) December 31, 2014

Assets

Cash

$ 8,033,817 $ 6,135,185

Segregated cash balances with brokers for futures contracts

320,529 195,142

Receivable from capital shares sold

1,029,253

Receivable on open futures contracts

17,445

Offering costs (Note 5)

181 49,384

Limitation by Sponsor

11,013 9,474

Total assets

9,394,793 6,406,630

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

65,388

Brokerage commissions and fees payable

197

Payable for offering costs

65,785 65,785

Total liabilities

131,370 65,785

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

9,263,423 6,340,845

Total liabilities and shareholders’ equity

$ 9,394,793 $ 6,406,630

Shares outstanding

450,010 300,010

Net asset value per share

$ 20.58 $ 21.14

Market value per share (Note 2)

$ 20.81 $ 21.28

See accompanying notes to financial statements.

2


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

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

Euro Fx Currency Futures - CME, expires December 2015

3 $ 419,213 $ (1,350 )

Japanese Yen Fx Currency Futures - CME, expires December 2015

6 625,725 (2,381 )

US 10 YR Note Futures - CBT, expires December 2015

11 1,416,078 9,750

US Treasury Long Bond Futures - CBT, expires December 2015

6 944,063 14,062

$ 20,081

Futures Contracts Sold ††

Natural Gas Futures - NYMEX, expires November 2015

7 $ 176,680 $ 14,117

NY Harbor ULSD Futures - NYMEX, expires November 2015

2 129,142 2,650

RBOB Gasoline Futures - NYMEX, expires November 2015

2 114,803 701

Soybean Futures - CBT, expires November 2015

6 267,600 14,750

WTI Crude Oil Futures - NYMEX, expires November 2015

2 90,180 3,252

Australian Dollar Fx Currency Futures - CME, expires December 2015

5 349,400 (30 )

British Pound Fx Currency Futures - CME, expires December 2015

6 566,738 5,725

Canadian Dollar Fx Currency Futures - CME, expires December 2015

6 449,280 2,570

Cocoa Futures - ICE, expires December 2015

14 435,960 10,630

Coffee ‘C’ Futures - ICE, expires December 2015

4 182,025 3,825

Copper Futures - COMEX, expires December 2015

5 292,625 1,463

Corn Futures - CBT, expires December 2015

13 252,037 (2,425 )

Cotton No. 2 Futures - ICE, expires December 2015

10 302,200 7,146

Gold 100 OZ Futures - COMEX, expires December 2015

2 223,040 12,020

Gold Mini Futures - ICE, expires December 2015

2 71,707 399

Lean Hogs Futures - CME, expires December 2015

14 373,660 (13,547 )

Live Cattle Futures - CME, expires December 2015

8 418,960 30,960

Silver Futures - COMEX, expires December 2015

2 145,180 1,370

Swiss Franc Fx Currency Futures - CME, expires December 2015

2 257,050 1,163

Wheat Futures - CBT, December 2015

10 256,375 (1,475 )

Sugar #11 Futures - CBT, expires March 2016

18 259,661 (12,163 )

$ 83,101

†† Cash collateral in the amount of $320,529 was pledged to cover margin requirements for open futures contracts as of September 30, 2015.

See accompanying notes to financial statements.

3


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY*

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Three months ended
September 30, 2015
Nine months ended
September 30, 2015

Investment Income

Interest

$ $

Expenses

Brokerage commissions and fees

2,206 5,724

Offering costs

16,581 49,203

Limitation by Sponsor

(1,539 )

Reduction in Limitation by Sponsor

485

Total expenses

19,272 53,388

Net investment income (loss)

(19,272 ) (53,388 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(180,345 ) (262,050 )

Net realized gain (loss)

(180,345 ) (262,050 )

Change in net unrealized appreciation/depreciation on

Futures contracts

208,302 (1,145 )

Change in net unrealized appreciation/depreciation

208,302 (1,145 )

Net realized and unrealized gain (loss)

27,957 (263,195 )

Net income (loss)

$ 8,685 $ (316,583 )

Net income (loss) per weighted-average share

$ 0.02 $ (0.78 )

Weighted-average shares outstanding

440,771 406,054

* Since the Fund commenced investment operations on October 1, 2014, the Statements of Operations for the three and nine months ended September 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 NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 6,340,845

Addition of 400,000 shares

8,428,831

Redemption of 250,000 shares

(5,189,670 )

Net addition (redemption) of 150,000 shares

3,239,161

Net investment income (loss)

(53,388 )

Net realized gain (loss)

(262,050 )

Change in net unrealized appreciation/depreciation

(1,145 )

Net income (loss)

(316,583 )

Shareholders’ equity, at September 30, 2015

$ 9,263,423

See accompanying notes to financial statements.

5


Table of Contents

PROSHARES MANAGED FUTURES STRATEGY*

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Nine months ended
September 30, 2015

Cash flow from operating activities

Net income (loss)

$ (316,583 )

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

(125,387 )

Decrease (Increase) in receivable on futures contracts

17,445

Decrease (Increase) in Limitation by Sponsor

(1,539 )

Change in offering cost

49,203

Increase (Decrease) in brokerage commissions and fees payable

197

Increase (Decrease) in payable on futures contracts

65,388

Net cash provided by (used in) operating activities

(311,276 )

Cash flow from financing activities

Proceeds from addition of shares

7,399,578

Payment on shares redeemed

(5,189,670 )

Net cash provided by (used in) financing activities

2,209,908

Net increase (decrease) in cash

1,898,632

Cash, beginning of period

6,135,185

Cash, end of period

$ 8,033,817

* Since the Fund commenced investment operations on October 1, 2014, the Statement of Cash Flows for the nine months ended September 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

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 2,810,592 $ 1,694,791

Segregated cash balances with brokers for futures contracts

22,941,825 18,439,750

Short-term U.S. government and agency obligations (Note 3) (cost $88,528,469 and $82,086,464, respectively)

88,533,608 82,088,299

Receivable on open futures contracts

9,317,236

Total assets

114,286,025 111,540,076

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

3,161,690

Management fee payable

177,957 80,751

Total liabilities

3,339,647 80,751

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

110,946,378 111,459,325

Total liabilities and shareholders’ equity

$ 114,286,025 $ 111,540,076

Shares outstanding

6,424,812 5,324,812

Net asset value per share

$ 17.27 $ 20.93

Market value per share (Note 2)

$ 17.08 $ 20.99

See accompanying notes to financial statements.

7


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(80% of shareholders’ equity)

U.S. Treasury Bills:

0.005% due 10/01/15

$ 5,602,000 $ 5,602,002

0.015% due 10/08/15

9,642,000 9,642,018

0.007% due 11/05/15

8,325,000 8,325,122

0.010% due 11/19/15

4,211,000 4,211,057

0.046% due 12/03/15

2,650,000 2,649,977

0.029% due 12/17/15

19,182,000 19,182,411

0.087% due 01/07/16

5,167,000 5,166,789

0.165% due 01/28/16

8,658,000 8,657,428

0.000% due 02/04/16†

25,099,000 25,096,804

Total short-term U.S. government and agency obligations (cost $88,528,469)

$ 88,533,608

Futures Contracts Purchased ††

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

VIX Futures - CBOE, expires October 2015

2,745 $ 63,203,625 $ (983,516 )

VIX Futures - CBOE, expires November 2015

2,144 47,436,000 2,138,199

$ 1,154,683

All or partial amount pledged as collateral for future contracts.
†† Cash collateral in the amount of $22,941,825 was pledged to cover margin requirements for open futures contracts as of September 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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 9,963 $ 6,363 $ 31,098 $ 40,577

Expenses

Management fee

279,410 235,234 839,732 849,283

Brokerage commissions and fees

49,114 24,499 115,986 24,499

Total expenses

328,524 259,733 955,718 873,782

Net investment income (loss)

(318,561 ) (253,370 ) (924,620 ) (833,205 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

63,980,150 (2,990,117 ) 3,412,234 (28,437,457 )

Short-term U.S. government and agency obligations

(1,235 ) 2,249 1,928 13,481

Net realized gain (loss)

63,978,915 (2,987,868 ) 3,414,162 (28,423,976 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(12,755,774 ) 19,045,502 (5,109,937 ) 29,084,702

Short-term U.S. government and agency obligations

2,804 (2,706 ) 3,304 (9,819 )

Change in net unrealized appreciation/depreciation

(12,752,970 ) 19,042,796 (5,106,633 ) 29,074,883

Net realized and unrealized gain (loss)

51,225,945 16,054,928 (1,692,471 ) 650,907

Net income (loss)

$ 50,907,384 $ 15,801,558 $ (2,617,091 ) $ (182,298 )

Net income (loss) per weighted-average share

$ 5.15 $ 2.77 $ (0.29 ) $ (0.03 )

Weighted-average shares outstanding

9,892,475 5,708,779 8,981,039 5,489,922

See accompanying notes to financial statements.

9


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 111,459,325

Addition of 10,550,000 shares

162,408,538

Redemption of 9,450,000 shares

(160,304,394 )

Net addition (redemption) of 1,100,000 shares

2,104,144

Net investment income (loss)

(924,620 )

Net realized gain (loss)

3,414,162

Change in net unrealized appreciation/depreciation

(5,106,633 )

Net income (loss)

(2,617,091 )

Shareholders’ equity, at September 30, 2015

$ 110,946,378

See accompanying notes to financial statements.

10


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (2,617,091 ) $ (182,298 )

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

(4,502,075 ) 41,059,850

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

(528,217,602 ) (479,040,234 )

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

521,808,025 574,519,760

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

(30,500 ) (40,577 )

Net realized gain (loss) on investments

(1,928 ) (13,481 )

Change in unrealized appreciation/depreciation on investments

(3,304 ) 9,819

Decrease (Increase) in receivable on futures contracts

9,317,236 2,650,305

Increase (Decrease) in management fee payable

97,206 (124,888 )

Increase (Decrease) in payable on futures contracts

3,161,690

Net cash provided by (used in) operating activities

(988,343 ) 138,838,256

Cash flow from financing activities

Proceeds from addition of shares

162,408,538 163,742,094

Payment on shares redeemed

(160,304,394 ) (304,586,016 )

Net cash provided by (used in) financing activities

2,104,144 (140,843,922 )

Net increase (decrease) in cash

1,115,801 (2,005,666 )

Cash, beginning of period

1,694,791 4,333,752

Cash, end of period

$ 2,810,592 $ 2,328,086

See accompanying notes to financial statements.

11


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 2,325,502 $ 1,634,082

Segregated cash balances with brokers for futures contracts

3,956,460 1,906,950

Short-term U.S. government and agency obligations (Note 3) (cost $25,285,451 and $24,104,754, respectively)

25,286,238 24,105,906

Receivable on open futures contracts

1,783,328

Total assets

31,568,200 29,430,266

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

7,947,955

Payable on open futures contracts

416,446

Management fee payable

40,439 22,736

Total liabilities

456,885 7,970,691

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

31,111,315 21,459,575

Total liabilities and shareholders’ equity

$ 31,568,200 $ 29,430,266

Shares outstanding

487,404 337,404

Net asset value per share

$ 63.83 $ 63.60

Market value per share (Note 2)

$ 63.44 $ 63.89

See accompanying notes to financial statements.

12


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(81% of shareholders’ equity)

U.S. Treasury Bills:

0.018% due 10/08/15

$ 6,899,000$ 6,899,013

0.012% due 11/05/15

8,175,000 8,175,119

0.019% due 12/03/15

6,128,000 6,127,947

0.029% due 12/10/15

4,084,000 4,084,159

Total short-term U.S. government and agency obligations (cost $25,285,451)

$ 25,286,238

Futures Contracts Purchased††

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

VIX Futures - CBOE, expires January 2016

262 $ 5,757,450 $ 1,007,235

VIX Futures - CBOE, expires February 2016

468 10,377,900 2,023,635

VIX Futures - CBOE, expires March 2016

468 10,377,900 252,010

VIX Futures - CBOE, expires April 2016

205 4,597,125 177,125

$ 3,460,005

†† Cash collateral in the amount of $3,956,460 was pledged to cover margin requirements for open futures contracts as of September 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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 1,084 $ 3,406 $ 5,960 $ 13,659

Expenses

Management fee

58,899 92,676 173,165 310,124

Brokerage commissions and fees

1,686 2,966 13,649 2,966

Total expenses

60,585 95,642 186,814 313,090

Net investment income (loss)

(59,501 ) (92,236 ) (180,854 ) (299,431 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

631,983 (4,036,079 ) (2,291,385 ) (16,100,400 )

Short-term U.S. government and agency obligations

22 55 1,330 1,772

Net realized gain (loss)

632,005 (4,036,024 ) (2,290,055 ) (16,098,628 )

Change in net unrealized appreciation/depreciation on

Futures contracts

3,760,350 5,996,790 3,199,340 7,398,429

Short-term U.S. government and agency obligations

594 655 (365 ) (106 )

Change in net unrealized appreciation/depreciation

3,760,944 5,997,445 3,198,975 7,398,323

Net realized and unrealized gain (loss)

4,392,949 1,961,421 908,920 (8,700,305 )

Net income (loss)

$ 4,333,448 $ 1,869,185 $ 728,066 $ (8,999,736 )

Net income (loss) per weighted-average share

$ 8.89 $ 2.62 $ 1.56 $ (12.71 )

Weighted-average shares outstanding

487,404 712,365 465,243 708,312

See accompanying notes to financial statements.

14


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 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)

(180,854 )

Net realized gain (loss)

(2,290,055 )

Change in net unrealized appreciation/depreciation

3,198,975

Net income (loss)

728,066

Shareholders’ equity, at September 30, 2015

$ 31,111,315

See accompanying notes to financial statements.

15


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ 728,066 $ (8,999,736 )

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

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

(2,049,510 ) 4,521,490

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

(69,593,419 ) (116,375,672 )

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

68,420,012 124,708,345

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

(5,960 ) (13,660 )

Net realized gain (loss) on investments

(1,330 ) (1,772 )

Change in unrealized appreciation/depreciation on investments

365 106

Decrease (Increase) in receivable on futures contracts

1,783,328 (167,457 )

Increase (Decrease) in management fee payable

17,703 (15,384 )

Increase (Decrease) in payable on futures contracts

416,446

Net cash provided by (used in) operating activities

(284,299 ) 3,656,260

Cash flow from financing activities

Proceeds from addition of shares

17,870,189 40,985,669

Payment on shares redeemed

(16,894,470 ) (42,828,453 )

Net cash provided by (used in) financing activities

975,719 (1,842,784 )

Net increase (decrease) in cash

691,420 1,813,476

Cash, beginning of period

1,634,082 1,906,397

Cash, end of period

$ 2,325,502 $ 3,719,873

See accompanying notes to financial statements.

16


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 1,551,738 $ 9,122,219

Segregated cash balances with brokers for futures contracts

7,780,110 85,244,950

Short-term U.S. government and agency obligations (Note 3) (cost $606,101,455 and $446,972,637, respectively)

606,156,790 446,975,220

Receivable on open futures contracts

15,025,925

Total assets

630,514,563 541,342,389

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

3,358,781

Payable on open futures contracts

31,020,019

Management fee payable

727,172 407,465

Total liabilities

727,172 34,786,265

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

629,787,391 506,556,124

Total liabilities and shareholders’ equity

$ 630,514,563 $ 541,342,389

Shares outstanding

13,350,040 8,250,040

Net asset value per share

$ 47.17 $ 61.40

Market value per share (Note 2)

$ 47.64 $ 61.16

See accompanying notes to financial statements.

17


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(96% of shareholders’ equity)

U.S. Treasury Bills:

0.022% due 10/01/15

$ 34,756,000 $ 34,756,014

0.015% due 10/08/15

7,655,000 7,655,015

0.007% due 11/05/15

42,975,000 42,975,627

0.003% due 11/12/15

22,027,000 22,027,258

0.031% due 11/19/15

11,605,000 11,605,158

0.021% due 11/27/15

21,136,000 21,135,833

0.022% due 12/03/15†

178,415,000 178,413,448

0.031% due 12/10/15

2,000,000 2,000,078

0.035% due 12/17/15

71,174,000 71,175,523

0.086% due 01/07/16†

146,376,000 146,370,028

0.100% due 01/14/16

17,220,000 17,219,247

0.000% due 01/21/16

4,000,000 3,999,751

0.165% due 01/28/16†

22,342,000 22,340,523

0.005% due 02/11/16†

24,486,000 24,483,287

Total short-term U.S. government and agency obligations (cost $606,101,455)

$ 606,156,790

Futures Contracts Sold ††

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

VIX Futures - CBOE, expires October 2015

15,656 $ 360,479,400 $ (46,371,878 )

VIX Futures - CBOE, expires November 2015

12,319 272,557,875 (15,510,614 )

$ (61,882,492 )

All or partial amount pledged as collateral for future contracts.
†† Cash collateral in the amount of $7,780,110 was pledged to cover margin requirements for open futures contracts as of September 30, 2015.

See accompanying notes to financial statements.

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Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 34,056 $ 16,267 $ 78,709 $ 60,496

Expenses

Management fee

939,029 620,236 2,522,692 1,610,858

Brokerage commissions and fees

470,319 385,191 1,263,889 949,948

Total expenses

1,409,348 1,005,427 3,786,581 2,560,806

Net investment income (loss)

(1,375,292 ) (989,160 ) (3,707,872 ) (2,500,310 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(74,068,147 ) 18,146,923 35,780,248 94,414,974

Short-term U.S. government and agency obligations

(8,165 ) 7,571 22,472 17,530

Net realized gain (loss)

(74,076,312 ) 18,154,494 35,802,720 94,432,504

Change in net unrealized appreciation/depreciation on

Futures contracts

(45,302,831 ) (33,969,073 ) (45,530,343 ) (33,165,401 )

Short-term U.S. government and agency obligations

54,041 (2,468 ) 52,752 (6,489 )

Change in net unrealized appreciation/depreciation

(45,248,790 ) (33,971,541 ) (45,477,591 ) (33,171,890 )

Net realized and unrealized gain (loss)

(119,325,102 ) (15,817,047 ) (9,674,871 ) 61,260,614

Net income (loss)

$ (120,700,394 ) $ (16,806,207 ) $ (13,382,743 ) $ 58,760,304

Net income (loss) per weighted-average share

$ (18.06 ) $ (5.40 ) $ (2.37 ) $ 18.53

Weighted-average shares outstanding

6,682,105 3,109,823 5,658,282 3,171,835

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 NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 506,556,124

Addition of 18,700,000 shares

1,145,778,404

Redemption of 13,600,000 shares

(1,009,164,394 )

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

136,614,010

Net investment income (loss)

(3,707,872 )

Net realized gain (loss)

35,802,720

Change in net unrealized appreciation/depreciation

(45,477,591 )

Net income (loss)

(13,382,743 )

Shareholders’ equity, at September 30, 2015

$ 629,787,391

See accompanying notes to financial statements.

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Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (13,382,743 ) $ 58,760,304

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

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

77,464,840 (17,547,100 )

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

(1,564,085,870 ) (901,478,771 )

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

1,405,058,217 779,926,160

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

(78,693 ) (60,496 )

Net realized gain (loss) on investments

(22,472 ) (17,530 )

Change in unrealized appreciation/depreciation on investments

(52,752 ) 6,489

Decrease (Increase) in receivable on futures contracts

(15,025,925 ) 603,833

Increase (Decrease) in management fee payable

319,707 86,086

Increase (Decrease) in payable on futures contracts

(31,020,019 ) 5,914,427

Net cash provided by (used in) operating activities

(140,825,710 ) (73,806,598 )

Cash flow from financing activities

Proceeds from addition of shares

1,145,778,404 561,896,894

Payment on shares redeemed

(1,012,523,175 ) (485,606,100 )

Net cash provided by (used in) financing activities

133,255,229 76,290,794

Net increase (decrease) in cash

(7,570,481 ) 2,484,196

Cash, beginning of period

9,122,219 2,153,370

Cash, end of period

$ 1,551,738 $ 4,637,566

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 6,498,142 $ 3,737,292

Segregated cash balances with brokers for futures contracts

139,495,985 116,907,700

Short-term U.S. government and agency obligations (Note 3) (cost $192,250,659 and $182,641,263, respectively)

192,258,925 182,639,188

Receivable from capital shares sold

34,340,224 12,549,248

Receivable on open futures contracts

42,531,441

Total assets

372,593,276 358,364,869

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

9,268,277 6,272,056

Payable on open futures contracts

27,913,959

Management fee payable

527,242 302,860

Total liabilities

37,709,478 6,574,916

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

334,883,798 351,789,953

Total liabilities and shareholders’ equity

$ 372,593,276 $ 358,364,869

Shares outstanding (Note 1)

5,852,448 2,804,020

Net asset value per share (Note 1)

$ 57.22 $ 125.46

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

$ 55.96 $ 125.75

See accompanying notes to financial statements.

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PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(57% of shareholders’ equity)

U.S. Treasury Bills:

0.036% due 10/01/15

$ 5,848,000 $ 5,848,002

0.034% due 11/19/15

5,756,000 5,756,078

0.025% due 11/27/15

31,687,000 31,686,750

0.035% due 12/03/15

51,110,000 51,109,555

0.032% due 12/10/15

59,231,000 59,233,304

0.000% due 01/07/16

1,000,000 999,959

0.000% due 01/14/16

33,309,000 33,307,545

0.000% due 01/21/16†

4,318,000 4,317,732

Total short-term U.S. government and agency obligations (cost $192,250,659)

$ 192,258,925

Futures Contracts Purchased ††

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

VIX Futures - CBOE, expires October 2015

16,536 $ 380,741,400 $ 11,812,897

VIX Futures - CBOE, expires November 2015

12,983 287,248,875 13,031,078

$ 24,843,975

All or partial amount pledged as collateral for future contracts.
†† Cash collateral in the amount of $139,495,985 was pledged to cover margin requirements for open futures contracts as of September 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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months

ended

September 30,

Three months

ended
September 30,

Nine months

ended
September 30,

Nine months

ended
September 30,

2015 2014 2015 2014

Investment Income

Interest

$ 22,679 $ 13,610 $ 87,173 $ 55,542

Expenses

Management fee

807,006 689,515 3,205,706 2,064,694

Brokerage commissions and fees

660,215 632,234 2,378,733 1,802,162

Total expenses

1,467,221 1,321,749 5,584,439 3,866,856

Net investment income (loss)

(1,444,542 ) (1,308,139 ) (5,497,266 ) (3,811,314 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

245,646,935 (4,719,200 ) (291,236,149 ) (255,442,487 )

Short-term U.S. government and agency obligations

15,079 9,696 31,578 23,760

Net realized gain (loss)

245,662,014 (4,709,504 ) (291,204,571 ) (255,418,727 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(63,658,535 ) 89,185,433 (14,741,278 ) 72,661,998

Short-term U.S. government and agency obligations

(610 ) (5,896 ) 10,341 (9,852 )

Change in net unrealized appreciation/depreciation

(63,659,145 ) 89,179,537 (14,730,937 ) 72,652,146

Net realized and unrealized gain (loss)

182,002,869 84,470,033 (305,935,508 ) (182,766,581 )

Net income (loss)

$ 180,558,327 $ 83,161,894 $ (311,432,774 ) $ (186,577,895 )

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

$ 20.73 $ 37.37 $ (37.56 ) $ (122.34 )

Weighted-average shares outstanding (Note 1)

8,711,687 2,225,650 8,290,985 1,525,122

See accompanying notes to financial statements.

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PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 351,789,953

Addition of 44,780,000 shares (Note 1)

2,389,833,953

Redemption of 41,731,572 shares (Note 1)

(2,095,307,334 )

Net addition (redemption) of 3,048,428 shares (Note 1)

294,526,619

Net investment income (loss)

(5,497,266 )

Net realized gain (loss)

(291,204,571 )

Change in net unrealized appreciation/depreciation

(14,730,937 )

Net income (loss)

(311,432,774 )

Shareholders’ equity, at September 30, 2015

$ 334,883,798

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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (311,432,774 ) $ (186,577,895 )

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

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

(22,588,285 ) 22,380,250

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

(2,605,845,186 ) (1,596,272,347 )

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

2,596,354,541 1,490,909,573

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

(87,173 ) (55,542 )

Net realized gain (loss) on investments

(31,578 ) (23,760 )

Change in unrealized appreciation/depreciation on investments

(10,341 ) 9,852

Decrease (Increase) in receivable on futures contracts

42,531,441 (11,373,242 )

Increase (Decrease) in management fee payable

224,382 67,490

Increase (Decrease) in payable on futures contracts

27,913,959 (3,356,803 )

Net cash provided by (used in) operating activities

(272,971,014 ) (284,292,424 )

Cash flow from financing activities

Proceeds from addition of shares

2,368,042,977 1,048,727,703

Payment on shares redeemed

(2,092,311,113 ) (762,292,545 )

Net cash provided by (used in) financing activities

275,731,864 286,435,158

Net increase (decrease) in cash

2,760,850 2,142,734

Cash, beginning of period

3,737,292 2,240,977

Cash, end of period

$ 6,498,142 $ 4,383,711

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 673,915 $ 467,766

Short-term U.S. government and agency obligations (Note 3) (cost $6,062,754 and $4,233,396, respectively)

6,062,965 4,233,548

Unrealized appreciation on swap agreements

210,073 567,259

Total assets

6,946,953 5,268,573

Liabilities and shareholders’ equity

Liabilities

Management fee payable

10,805 3,867

Total liabilities

10,805 3,867

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

6,936,148 5,264,706

Total liabilities and shareholders’ equity

$ 6,946,953 $ 5,268,573

Shares outstanding

59,997 59,997

Net asset value per share

$ 115.61 $ 87.75

Market value per share (Note 2)

$ 114.58 $ 87.44

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT BLOOMBERG COMMODITY

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(87% of shareholders’ equity)

U.S. Treasury Bills:

0.012% due 11/05/15†

$ 946,000 $ 946,014

0.035% due 11/19/15†

2,268,000 2,268,031

0.040% due 12/03/15†

1,816,000 1,815,984

0.000% due 01/21/16†

1,033,000 1,032,936

Total short-term U.S. government and agency obligations (cost $6,062,754)

$ 6,062,965

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 % 10/06/15 $ (5,121,176 ) $ 80,000

Swap agreement with Goldman Sachs International based on Bloomberg Commodity Index

0.25 10/06/15 (5,231,008 ) 94,573

Swap agreement with UBS AG based on Bloomberg Commodity Index

0.60 10/06/15 (3,530,230 ) 35,500

$ 210,073

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

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 407 $ 295 $ 1,403 $ 947

Expenses

Management fee

15,461 8,827 41,048 24,737

Total expenses

15,461 8,827 41,048 24,737

Net investment income (loss)

(15,054 ) (8,532 ) (39,645 ) (23,790 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Swap agreements

1,287,180 502,112 2,068,198 (3,522 )

Short-term U.S. government and agency obligations

3 16 3

Net realized gain (loss)

1,287,180 502,115 2,068,214 (3,519 )

Change in net unrealized appreciation/depreciation on

Swap agreements

447,645 401,110 (357,186 ) 379,056

Short-term U.S. government and agency obligations

177 75 59 10

Change in net unrealized appreciation/depreciation

447,822 401,185 (357,127 ) 379,066

Net realized and unrealized gain (loss)

1,735,002 903,300 1,711,087 375,547

Net income (loss)

$ 1,719,948 $ 894,768 $ 1,671,442 $ 351,757

Net income (loss) per weighted-average share

$ 28.67 $ 14.91 $ 27.86 $ 5.86

Weighted-average shares outstanding

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

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 5,264,706

Net investment income (loss)

(39,645 )

Net realized gain (loss)

2,068,214

Change in net unrealized appreciation/depreciation

(357,127 )

Net income (loss)

1,671,442

Shareholders’ equity, at September 30, 2015

$ 6,936,148

See accompanying notes to financial statements.

30


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PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ 1,671,442 $ 351,757

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

(10,085,938 ) (5,960,014 )

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

8,257,999 6,192,931

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

(1,403 ) (947 )

Net realized gain (loss) on investments

(16 ) (3 )

Change in unrealized appreciation/depreciation on investments

357,127 (379,066 )

Increase (Decrease) in management fee payable

6,938 40

Net cash provided by (used in) operating activities

206,149 204,698

Net increase (decrease) in cash

206,149 204,698

Cash, beginning of period

467,766 374,245

Cash, end of period

$ 673,915 $ 578,943

See accompanying notes to financial statements.

31


Table of Contents

PROSHAR ES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 1,695,481 $ 994,268

Segregated cash balances with brokers for futures contracts

11,545,833 12,292,665

Short-term U.S. government and agency obligations (Note 3) (cost $131,359,782 and $131,592,367, respectively)

131,365,647 131,594,608

Unrealized appreciation on swap agreements

1,302,556 27,018,077

Receivable on open futures contracts

524,449 1,293,531

Total assets

146,433,966 173,193,149

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

4,374,713 3,854,654

Brokerage commissions and fees payable

9,507

Management fee payable

266,191 128,385

Unrealized depreciation on swap agreements

9,102

Total liabilities

4,659,513 3,983,039

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

141,774,453 169,210,110

Total liabilities and shareholders’ equity

$ 146,433,966 $ 173,193,149

Shares outstanding

1,619,944 2,169,944

Net asset value per share

$ 87.52 $ 77.98

Market value per share (Note 2)

$ 86.17 $ 76.52

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(93% of shareholders’ equity)

U.S. Treasury Bills:

0.011% due 10/01/15

$ 22,467,000 $ 22,467,009

0.030% due 10/08/15

8,497,000 8,497,016

0.035% due 11/19/15†

11,725,000 11,725,159

0.025% due 11/27/15†

8,854,000 8,853,930

0.027% due 12/03/15†

14,259,000 14,258,876

0.027% due 12/10/15†

45,655,000 45,656,776

0.080% due 01/07/16†

5,566,000 5,565,773

0.000% due 01/21/16†

14,342,000 14,341,108

Total short-term U.S. government and agency obligations (cost $131,359,782)

$ 131,365,647

Futures Contracts Sold ††

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

WTI Crude Oil Futures - NYMEX, expires November 2015

2,842 $ 128,145,780 $ (4,109,687 )

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 % 10/06/15 $ (43,305,552 ) $ 587,462

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

0.25 10/06/15 (38,460,578 ) 127,029

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

0.25 10/06/15 (17,760,098 ) 588,065

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

0.25 10/06/15 (55,882,943 ) (9,102 )

$ 1,293,454

All or partial amount pledged as collateral for swap agreements and/or futures contracts.
†† Cash collateral in the amount of $11,545,833 was pledged to cover margin requirements for open futures contracts as of September 30, 2015.
^ The positions and counterparties herein are as of September 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 September 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


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,

2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 9,198 $ 24,612 $ 45,693 $ 100,900

Expenses

Management fee

409,809 648,492 1,681,411 2,113,748

Brokerage commissions and fees

62,572 15,423 187,715 55,085

Total expenses

472,381 663,915 1,869,126 2,168,833

Net investment income (loss)

(463,183 ) (639,303 ) (1,823,433 ) (2,067,933 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

47,450,674 18,002,176 26,325,398 (5,265,003 )

Swap agreements

39,168,833 24,547,568 21,238,753 3,969,738

Short-term U.S. government and agency obligations

(127 ) 6,685 15,363 17,002

Net realized gain (loss)

86,619,380 42,556,429 47,579,514 (1,278,263 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(8,337,913 ) 11,667,166 (19,916,290 ) 7,731,298

Swap agreements

7,739,772 17,442,092 (25,724,623 ) 3,669,840

Short-term U.S. government and agency obligations

4,716 (1,209 ) 3,624 (9,845 )

Change in net unrealized appreciation/depreciation

(593,425 ) 29,108,049 (45,637,289 ) 11,391,293

Net realized and unrealized gain (loss)

86,025,955 71,664,478 1,942,225 10,113,030

Net income (loss)

$ 85,562,772 $ 71,025,175 $ 118,792 $ 8,045,097

Net income (loss) per weighted-average share

$ 42.91 $ 7.27 $ 0.04 $ 0.76

Weighted-average shares outstanding

1,993,857 9,770,487 3,256,574 10,591,189

See accompanying notes to financial statements.

34


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 169,210,110

Addition of 10,200,000 shares

746,302,283

Redemption of 10,750,000 shares

(773,856,732 )

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

(27,554,449 )

Net investment income (loss)

(1,823,433 )

Net realized gain (loss)

47,579,514

Change in net unrealized appreciation/depreciation

(45,637,289 )

Net income (loss)

118,792

Shareholders’ equity, at September 30, 2015

$ 141,774,453

See accompanying notes to financial statements.

35


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ 118,792 $ 8,045,097

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

746,832 2,183,445

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

(1,101,916,734 ) (911,432,536 )

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

1,102,210,375 976,344,891

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

(45,693 ) (100,901 )

Net realized gain (loss) on investments

(15,363 ) (17,002 )

Change in unrealized appreciation/depreciation on investments

25,720,999 (3,659,995 )

Decrease (Increase) in receivable on futures contracts

769,082 (3,847,499 )

Increase (Decrease) in management fee payable

137,806 (42,973 )

Increase (Decrease) in brokerage commissions and fees payable

9,507

Net cash provided by (used in) operating activities

27,735,603 67,472,527

Cash flow from financing activities

Proceeds from addition of shares

746,302,283 421,186,839

Payment on shares redeemed

(773,336,673 ) (489,152,022 )

Net cash provided by (used in) financing activities

(27,034,390 ) (67,965,183 )

Net increase (decrease) in cash

701,213 (492,656 )

Cash, beginning of period

994,268 1,872,915

Cash, end of period

$ 1,695,481 $ 1,380,259

See accompanying notes to financial statements.

36


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 458,001 $ 696,743

Segregated cash balances with brokers for futures contracts

2,116,400 4,405,830

Short-term U.S. government and agency obligations (Note 3) (cost $9,168,763 and $8,672,527, respectively)

9,169,710 8,672,710

Receivable on open futures contracts

410,132 923,531

Total assets

12,154,243 14,698,814

Liabilities and shareholders’ equity

Liabilities

Brokerage commissions and fees payable

1,022

Management fee payable

16,116 10,250

Total liabilities

17,138 10,250

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

12,137,105 14,688,564

Total liabilities and shareholders’ equity

$ 12,154,243 $ 14,698,814

Shares outstanding

124,952 174,952

Net asset value per share

$ 97.13 $ 83.96

Market value per share (Note 2)

$ 96.84 $ 82.03

See accompanying notes to financial statements.

37


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(76% of shareholders’ equity)

U.S. Treasury Bills:

0.034% due 11/19/15

$ 1,270,000 $ 1,270,017

0.025% due 12/03/15

2,737,000 2,736,976

0.107% due 01/07/16

3,609,000 3,608,853

0.002% due 02/04/16

1,554,000 1,553,864

Total short-term U.S. government and agency obligations (cost $9,168,763)

$ 9,169,710

Futures Contracts Sold††

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

Natural Gas - NYMEX, expires November 2015

962 $ 24,280,880 $ 2,413,924

†† Cash collateral in the amount of $2,116,400 was pledged to cover margin requirements for open futures contracts as of September 30, 2015.

See accompanying notes to financial statements.

38


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 880 $ 2,392 $ 2,460 $ 15,332

Expenses

Management fee

26,131 73,623 83,818 352,678

Brokerage commissions and fees

12,059 14,788 45,601 76,540

Total expenses

38,190 88,411 129,419 429,218

Net investment income (loss)

(37,310 ) (86,019 ) (126,959 ) (413,886 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

1,310,886 13,918,036 6,412,527 2,732,493

Short-term U.S. government and agency obligations

(246 ) 752 343 5,189

Net realized gain (loss)

1,310,640 13,918,788 6,412,870 2,737,682

Change in net unrealized appreciation/depreciation on

Futures contracts

2,386,865 (4,337,530 ) (1,527,541 ) (2,911,986 )

Short-term U.S. government and agency obligations

878 519 764 (18 )

Change in net unrealized appreciation/depreciation

2,387,743 (4,337,011 ) (1,526,777 ) (2,912,004 )

Net realized and unrealized gain (loss)

3,698,383 9,581,777 4,886,093 (174,322 )

Net income (loss)

$ 3,661,073 $ 9,495,758 $ 4,759,134 $ (588,208 )

Net income (loss) per weighted-average share

$ 26.43 $ 15.21 $ 32.19 $ (0.51 )

Weighted-average shares outstanding

138,538 624,408 147,845 1,154,439

See accompanying notes to financial statements.

39


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 14,688,564

Addition of 400,000 shares

29,451,129

Redemption of 450,000 shares

(36,761,722 )

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

(7,310,593 )

Net investment income (loss)

(126,959 )

Net realized gain (loss)

6,412,870

Change in net unrealized appreciation/depreciation

(1,526,777 )

Net income (loss)

4,759,134

Shareholders’ equity, at September 30, 2015

$ 12,137,105

See accompanying notes to financial statements.

40


Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ 4,759,134 $ (588,208 )

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

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

2,289,430 (462,055 )

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

(44,546,196 ) (175,364,652 )

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

44,052,763 177,546,387

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

(2,460 ) (15,332 )

Net realized gain (loss) on investments

(343 ) (5,189 )

Change in unrealized appreciation/depreciation on investments

(764 ) 18

Decrease (Increase) in receivable on futures contracts

513,399 1,278,350

Increase (Decrease) in management fee payable

5,866 7,161

Increase (Decrease) in brokerage commissions and fees payable

1,022

Net cash provided by (used in) operating activities

7,071,851 2,396,480

Cash flow from financing activities

Proceeds from addition of shares

29,451,129 100,908,495

Payment on shares redeemed

(36,761,722 ) (103,372,034 )

Net cash provided by (used in) financing activities

(7,310,593 ) (2,463,539 )

Net increase (decrease) in cash

(238,742 ) (67,059 )

Cash, beginning of period

696,743 564,647

Cash, end of period

$ 458,001 $ 497,588

See accompanying notes to financial statements.

41


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 153,183 $ 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 $74,156,465 and $84,038,905, respectively)

74,161,976 84,040,107

Unrealized appreciation on forward agreements

368,112

Receivable on open futures contracts

2,320 3,260

Total assets

74,693,841 84,214,601

Liabilities and shareholders’ equity

Liabilities

Management fee payable

125,461 70,061

Unrealized depreciation on forward agreements

2,282,778

Total liabilities

125,461 2,352,839

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

74,568,380 81,861,762

Total liabilities and shareholders’ equity

$ 74,693,841 $ 84,214,601

Shares outstanding

696,978 846,978

Net asset value per share

$ 106.99 $ 96.65

Market value per share (Note 2)

$ 106.63 $ 100.22

See accompanying notes to financial statements.

42


Table of Contents

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(99% of shareholders’ equity)

U.S. Treasury Bills:

0.016% due 10/01/15

$ 16,090,000 $ 16,090,006

0.019% due 11/19/15†

34,301,000 34,301,467

0.021% due 11/27/15†

4,869,000 4,868,962

0.025% due 12/03/15†

5,190,000 5,189,955

0.020% due 12/17/15†

2,342,000 2,342,050

0.135% due 01/07/16†

11,370,000 11,369,536

Total short-term U.S. government and agency obligations (cost $74,156,465)

$ 74,161,976

Futures Contracts Sold††

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

Gold Futures - COMEX, expires December 2015

2 $ 223,040 $ 8,640

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

0.20 % 10/06/15 $ (56,300 ) $ (62,719,326 ) $ 47,487

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

0.40 10/06/15 (32,998 ) (36,759,772 ) 148,845

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

0.54 10/06/15 (14,000 ) (15,595,860 ) 93,204

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

0.44 10/06/15 (30,350 ) (33,809,597 ) 78,576

$ 368,112

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 September 30, 2015.
^ The positions and counterparties herein are as of September 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 September 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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended

September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 7,442 $ 7,015 $ 22,233 $ 34,960

Expenses

Management fee

189,154 192,878 557,050 689,861

Brokerage commissions and fees

8 8 33 32

Total expenses

189,162 192,886 557,083 689,893

Net investment income (loss)

(181,720 ) (185,871 ) (534,850 ) (654,933 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

13,430 (1,900 ) 1,430 (6,330 )

Forward agreements

5,615,480 (4,374,364 ) 7,020,481 (12,644,226 )

Short-term U.S. government and agency obligations

3,107 843 2,683 3,054

Net realized gain (loss)

5,632,017 (4,375,421 ) 7,024,594 (12,647,502 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(1,730 ) 24,240 13,160 4,880

Forward agreements

365,084 16,186,588 2,650,890 (29,973 )

Short-term U.S. government and agency obligations

4,194 (2,534 ) 4,309 (191 )

Change in net unrealized appreciation/depreciation

367,548 16,208,294 2,668,359 (25,284 )

Net realized and unrealized gain (loss)

5,999,565 11,832,873 9,692,953 (12,672,786 )

Net income (loss)

$ 5,817,845 $ 11,647,002 $ 9,158,103 $ (13,327,719 )

Net income (loss) per weighted-average share

$ 7.83 $ 12.68 $ 11.51 $ (12.16 )

Weighted-average shares outstanding

743,173 918,717 795,512 1,096,428

See accompanying notes to financial statements.

44


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 81,861,762

Addition of 100,000 shares

8,523,330

Redemption of 250,000 shares

(24,974,815 )

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

(16,451,485 )

Net investment income (loss)

(534,850 )

Net realized gain (loss)

7,024,594

Change in net unrealized appreciation/depreciation

2,668,359

Net income (loss)

9,158,103

Shareholders’ equity, at September 30, 2015

$ 74,568,380

See accompanying notes to financial statements.

45


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ 9,158,103 $ (13,327,719 )

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

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

550 5,830

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

(186,963,206 ) (243,633,915 )

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

196,870,562 316,269,405

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

(22,233 ) (34,931 )

Net realized gain (loss) on investments

(2,683 ) (3,054 )

Change in unrealized appreciation/depreciation on investments

(2,655,199 ) 30,164

Decrease (Increase) in receivable on futures contracts

940 (460 )

Increase (Decrease) in management fee payable

55,400 (60,914 )

Net cash provided by (used in) operating activities

16,442,234 59,244,406

Cash flow from financing activities

Proceeds from addition of shares

8,523,330 41,642,791

Payment on shares redeemed

(24,974,815 ) (100,930,623 )

Net cash provided by (used in) financing activities

(16,451,485 ) (59,287,832 )

Net increase (decrease) in cash

(9,251 ) (43,426 )

Cash, beginning of period

162,434 197,647

Cash, end of period

$ 153,183 $ 154,221

See accompanying notes to financial statements.

46


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 224,083 $ 207,506

Segregated cash balances with brokers for futures contracts

13,200 14,300

Short-term U.S. government and agency obligations (Note 3) (cost $55,411,040 and $52,225,712, respectively)

55,416,227 52,226,692

Unrealized appreciation on forward agreements

799,523

Receivable on open futures contracts

200 6,770

Total assets

55,653,710 53,254,791

Liabilities and shareholders’ equity

Liabilities

Management fee payable

85,289 42,354

Unrealized depreciation on forward agreements

523,519 204,570

Total liabilities

608,808 246,924

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

55,044,902 53,007,867

Total liabilities and shareholders’ equity

$ 55,653,710 $ 53,254,791

Shares outstanding

458,489 458,489

Net asset value per share

$ 120.06 $ 115.61

Market value per share (Note 2)

$ 122.16 $ 119.39

See accompanying notes to financial statements.

47


Table of Contents

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(101% of shareholders’ equity)

U.S. Treasury Bills:

0.011% due 10/01/15

$ 4,000,000 $ 4,000,002

0.026% due 10/08/15

2,121,000 2,121,004

0.019% due 11/19/15†

5,424,000 5,424,074

0.021% due 11/27/15†

2,282,000 2,281,982

0.022% due 12/03/15†

14,849,000 14,848,871

0.028% due 12/10/15†

15,207,000 15,207,591

0.020% due 12/17/15†

2,789,000 2,789,060

0.135% due 01/07/16†

8,744,000 8,743,643

Total short-term U.S. government and agency obligations (cost $55,411,040)

$ 55,416,227

Futures Contracts Sold ††

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

Silver Futures - COMEX, expires December 2015

2 $ 145,180 $ 8,720

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

(0.28 %) 10/06/15 $ (3,020,000 ) $ (44,247,228 ) $ (81,990 )

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

0.00 10/06/15 (1,865,500 ) (27,331,441 ) (356,851 )

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

0.07 10/06/15 (656,000 ) (9,611,056 ) (16,671 )

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

0.02 10/06/15 (1,962,000 ) (28,745,262 ) (68,007 )

$ (523,519 )

All or partial amount pledged as collateral for forward agreements and/or futures contracts.
†† Cash collateral in the amount of $13,200 was pledged to cover margin requirements for open futures contracts as of September 30, 2015.
^ The positions and counterparties herein are as of September 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 September 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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 3,685 $ 5,567 $ 13,863 $ 26,362

Expenses

Management fee

132,942 134,847 391,994 479,955

Brokerage commissions and fees

8 9 33 33

Total expenses

132,950 134,856 392,027 479,988

Net investment income (loss)

(129,265 ) (129,289 ) (378,164 ) (453,626 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

5,300 (4,375 ) 5,325 10,875

Forward agreements

9,304,058 (1,119,039 ) 7,373,182 (1,293,578 )

Short-term U.S. government and agency obligations

(88 ) 1,921 546 3,931

Net realized gain (loss)

9,309,270 (1,121,493 ) 7,379,053 (1,278,772 )

Change in net unrealized appreciation/depreciation on

Futures contracts

5,830 31,600 7,160 490

Forward agreements

(3,077,931 ) 22,915,108 (1,118,472 ) 14,579,752

Short-term U.S. government and agency obligations

5,187 (505 ) 4,207 (2,409 )

Change in net unrealized appreciation/depreciation

(3,066,914 ) 22,946,203 (1,107,105 ) 14,577,833

Net realized and unrealized gain (loss)

6,242,356 21,824,710 6,271,948 13,299,061

Net income (loss)

$ 6,113,091 $ 21,695,421 $ 5,893,784 $ 12,845,435

Net income (loss) per weighted-average share

$ 13.01 $ 31.25 $ 11.46 $ 15.59

Weighted-average shares outstanding

469,901 694,358 514,166 824,057

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 53,007,867

Addition of 550,000 shares

55,572,069

Redemption of 550,000 shares

(59,428,818 )

Net addition (redemption) of 0 shares

(3,856,749 )

Net investment income (loss)

(378,164 )

Net realized gain (loss)

7,379,053

Change in net unrealized appreciation/depreciation

(1,107,105 )

Net income (loss)

5,893,784

Shareholders’ equity, at September 30, 2015

$ 55,044,902

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ 5,893,784 $ 12,845,435

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

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

1,100 14,850

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

(163,962,197 ) (177,114,557 )

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

160,791,278 244,659,193

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

(13,863 ) (26,362 )

Net realized gain (loss) on investments

(546 ) (3,931 )

Change in unrealized appreciation/depreciation on investments

1,114,265 (14,577,343 )

Decrease (Increase) in receivable on futures contracts

6,570 545

Increase (Decrease) in management fee payable

42,935 (50,134 )

Net cash provided by (used in) operating activities

3,873,326 65,747,696

Cash flow from financing activities

Proceeds from addition of shares

55,572,069 61,660,743

Payment on shares redeemed

(59,428,818 ) (127,675,064 )

Net cash provided by (used in) financing activities

(3,856,749 ) (66,014,321 )

Net increase (decrease) in cash

16,577 (266,625 )

Cash, beginning of period

207,506 461,167

Cash, end of period

$ 224,083 $ 194,542

See accompanying notes to financial statements.

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Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 8,522,289 $ 1,640,225

Segregated cash balances with brokers for futures contracts

952,820 242,880

Short-term U.S. government and agency obligations (Note 3) (cost $22,432,473 and $12,086,398, respectively)

22,432,678 12,086,577

Receivable from capital shares sold

2,136,329

Receivable on open futures contracts

199,376 63,250

Total assets

34,243,492 14,032,932

Liabilities and shareholders’ equity

Liabilities

Management fee payable

31,558 11,128

Total liabilities

31,558 11,128

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

34,211,934 14,021,804

Total liabilities and shareholders’ equity

$ 34,243,492 $ 14,032,932

Shares outstanding

800,005 350,005

Net asset value per share

$ 42.76 $ 40.06

Market value per share (Note 2)

$ 42.78 $ 40.03

See accompanying notes to financial statements.

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Table of Contents

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(66% of shareholders’ equity)

U.S. Treasury Bills:

0.005% due 10/01/15

$ 1,087,000 $ 1,087,000

0.015% due 10/08/15

2,421,000 2,421,005

0.030% due 11/19/15

1,438,000 1,438,019

0.021% due 11/27/15

2,948,000 2,947,977

0.040% due 12/03/15

2,074,000 2,073,982

0.020% due 12/17/15

4,811,000 4,811,103

0.000% due 01/07/16

5,605,000 5,604,771

0.002% due 02/04/16

2,049,000 2,048,821

Total short-term U.S. government and agency obligations (cost $22,432,473)

$ 22,432,678

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

Euro Fx Currency Futures - CME, expires December 2015

244 $ 34,095,950 $ 160,875

†† Cash collateral in the amount of $952,820 was pledged to cover margin requirements for open futures contracts as of September 30, 2015.

See accompanying notes to financial statements.

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Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 989 $ 1,279 $ 3,652 $ 3,684

Expenses

Management fee

47,369 38,144 132,555 83,705

Brokerage commissions and fees

1,232 564 2,951 1,262

Total expenses

48,601 38,708 135,506 84,967

Net investment income (loss)

(47,612 ) (37,429 ) (131,854 ) (81,283 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

45,301 767,314 1,196,063 925,848

Short-term U.S. government and agency obligations

48 48 258

Net realized gain (loss)

45,349 767,314 1,196,111 926,106

Change in net unrealized appreciation/depreciation on

Futures contracts

(77,413 ) 541,828 (224,456 ) 463,900

Short-term U.S. government and agency obligations

16 (150 ) 26 (474 )

Change in net unrealized appreciation/depreciation

(77,397 ) 541,678 (224,430 ) 463,426

Net realized and unrealized gain (loss)

(32,048 ) 1,308,992 971,681 1,389,532

Net income (loss)

$ (79,660 ) $ 1,271,563 $ 839,827 $ 1,308,249

Net income (loss) per weighted-average share

$ (0.17 ) $ 2.94 $ 1.94 $ 4.02

Weighted-average shares outstanding

459,788 433,157 432,056 325,646

See accompanying notes to financial statements.

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Table of Contents

PROSHARES SHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 14,021,804

Addition of 550,000 shares

23,563,492

Redemption of 100,000 shares

(4,213,189 )

Net addition (redemption) of 450,000 shares

19,350,303

Net investment income (loss)

(131,854 )

Net realized gain (loss)

1,196,111

Change in net unrealized appreciation/depreciation

(224,430 )

Net income (loss)

839,827

Shareholders’ equity, at September 30, 2015

$ 34,211,934

See accompanying notes to financial statements.

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PROSHARES SHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ 839,827 $ 1,308,249

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

(709,940 ) (113,300 )

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

(43,352,228 ) (27,519,378 )

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

33,009,853 20,316,718

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

(3,652 ) (3,684 )

Net realized gain (loss) on investments

(48 ) (258 )

Change in unrealized appreciation/depreciation on investments

(26 ) 474

Decrease (Increase) in receivable on futures contracts

(136,126 ) (77,285 )

Increase (Decrease) in management fee payable

20,430 6,263

Net cash provided by (used in) operating activities

(10,331,910 ) (6,082,201 )

Cash flow from financing activities

Proceeds from addition of shares

21,427,163 8,924,282

Payment on shares redeemed

(4,213,189 ) (1,792,584 )

Net cash provided by (used in) financing activities

17,213,974 7,131,698

Net increase (decrease) in cash

6,882,064 1,049,497

Cash, beginning of period

1,640,225 863,980

Cash, end of period

$ 8,522,289 $ 1,913,477

See accompanying notes to financial statements.

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Table of Contents

P ROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 2,534,753 $ 1,788,757

Segregated cash balances with brokers for futures contracts

1,381,190 1,020,217

Short-term U.S. government and agency obligations (Note 3) (cost $18,897,327 and $20,267,681, respectively)

18,897,975 20,267,679

Receivable on open futures contracts

62,534

Total assets

22,813,918 23,139,187

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

195,769

Management fee payable

34,486 18,397

Total liabilities

230,255 18,397

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

22,583,663 23,120,790

Total liabilities and shareholders’ equity

$ 22,813,918 $ 23,139,187

Shares outstanding

350,005 450,005

Net asset value per share

$ 64.52 $ 51.38

Market value per share (Note 2)

$ 64.53 $ 51.37

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(84% of shareholders’ equity)

U.S. Treasury Bills:

0.030% due 11/19/15

$ 9,595,000 $ 9,595,131

0.020% due 11/27/15

1,090,000 1,089,991

0.020% due 12/03/15

5,502,000 5,501,952

0.020% due 12/10/15

1,093,000 1,093,043

0.002% due 02/04/16†

1,618,000 1,617,858

Total short-term U.S. government and agency obligations (cost $18,897,327)

$ 18,897,975

Futures Contracts Sold ††

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

Australian Dollar Fx Currency Futures - CME, expires December 2015

645 $ 45,072,600 $ 49,290

All or partial amount pledged as collateral for futures contracts.
†† Cash collateral in the amount of $1,381,190 was pledged to cover margin requirements for open futures contracts as of September 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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 1,058 $ 1,375 $ 2,914 $ 7,366

Expenses

Management fee

51,046 49,101 149,028 157,466

Brokerage commissions and fees

4,427 2,854 12,027 9,220

Total expenses

55,473 51,955 161,055 166,686

Net investment income (loss)

(54,415 ) (50,580 ) (158,141 ) (159,320 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

3,397,069 549,795 5,930,837 (1,375,743 )

Short-term U.S. government and agency obligations

5 226 492

Net realized gain (loss)

3,397,069 549,800 5,931,063 (1,375,251 )

Change in net unrealized appreciation/depreciation on

Futures contracts

146,750 2,249,440 (694,191 ) 968,995

Short-term U.S. government and agency obligations

554 (523 ) 650 (2,002 )

Change in net unrealized appreciation/depreciation

147,304 2,248,917 (693,541 ) 966,993

Net realized and unrealized gain (loss)

3,544,373 2,798,717 5,237,522 (408,258 )

Net income (loss)

$ 3,489,958 $ 2,748,137 $ 5,079,381 $ (567,578 )

Net income (loss) per weighted-average share

$ 9.97 $ 5.54 $ 13.69 $ (1.10 )

Weighted-average shares outstanding

350,005 495,657 371,067 515,573

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 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)

(158,141 )

Net realized gain (loss)

5,931,063

Change in net unrealized appreciation/depreciation

(693,541 )

Net income (loss)

5,079,381

Shareholders’ equity, at September 30, 2015

$ 22,583,663

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ 5,079,381 $ (567,578 )

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

(360,973 ) 465,245

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

(44,858,928 ) (33,501,786 )

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

46,232,422 40,217,466

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

(2,914 ) (7,366 )

Net realized gain (loss) on investments

(226 ) (492 )

Change in unrealized appreciation/depreciation on investments

(650 ) 2,002

Decrease (Increase) in receivable on futures contracts

62,534

Increase (Decrease) in management fee payable

16,089 (5,726 )

Increase (Decrease) in payable on futures contracts

195,769 (3,002 )

Net cash provided by (used in) operating activities

6,362,504 6,598,763

Cash flow from financing activities

Proceeds from addition of shares

2,764,167

Payment on shares redeemed

(8,380,675 ) (6,770,427 )

Net cash provided by (used in) financing activities

(5,616,508 ) (6,770,427 )

Net increase (decrease) in cash

745,996 (171,664 )

Cash, beginning of period

1,788,757 2,751,320

Cash, end of period

$ 2,534,753 $ 2,579,656

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 271,847 $ 746,454

Short-term U.S. government and agency obligations (Note 3) (cost $542,562,137 and $487,097,789, respectively)

542,602,902 487,111,117

Unrealized appreciation on foreign currency forward contracts

7,180,056 19,019,765

Receivable from capital shares sold

12,956,604

Total assets

550,054,805 519,833,940

Liabilities and shareholders’ equity

Liabilities

Management fee payable

899,178 385,820

Unrealized depreciation on foreign currency forward contracts

1,876,489 2,256,771

Total liabilities

2,775,667 2,642,591

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

547,279,138 517,191,349

Total liabilities and shareholders’ equity

$ 550,054,805 $ 519,833,940

Shares outstanding

22,450,014 23,950,014

Net asset value per share

$ 24.38 $ 21.59

Market value per share (Note 2)

$ 24.36 $ 21.61

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(99% of shareholders’ equity)

U.S. Treasury Bills:

0.019% due 10/01/15

$ 24,622,000 $ 24,622,010

0.025% due 10/08/15

21,957,000 21,957,042

0.014% due 11/05/15

76,737,000 76,738,120

0.015% due 11/19/15

71,878,000 71,878,978

0.071% due 11/27/15†

88,844,000 88,843,298

0.021% due 12/03/15†

15,975,000 15,974,861

0.030% due 12/10/15†

93,558,000 93,561,640

0.030% due 12/17/15†

75,763,000 75,764,621

0.000% due 01/21/16

44,995,000 44,992,201

0.165% due 01/28/16†

28,272,000 28,270,131

Total short-term U.S. government and agency obligations (cost $542,562,137)

$ 542,602,902

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

Contracts to Purchase

Euro with Goldman Sachs International

10/09/15 52,575,200 $ 58,758,406 $ (612,367 )

Euro with UBS AG

10/09/15 84,264,100 94,174,139 (1,264,122 )

$ (1,876,489 )

Contracts to Sell

Euro with Goldman Sachs International

10/09/15 (527,357,625 ) $ (589,378,515 ) $ 3,476,996

Euro with UBS AG

10/09/15 (589,820,600 ) (659,187,567 ) 3,703,060

$ 7,180,056

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

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 41,312 $ 41,636 $ 163,405 $ 170,287

Expenses

Management fee

1,393,074 1,111,745 4,000,943 3,090,163

Total expenses

1,393,074 1,111,745 4,000,943 3,090,163

Net investment income (loss)

(1,351,762 ) (1,070,109 ) (3,837,538 ) (2,919,876 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(8,177,791 ) 32,039,809 69,763,997 25,744,724

Short-term U.S. government and agency obligations

7,012 2,005 22,878 4,490

Net realized gain (loss)

(8,170,779 ) 32,041,814 69,786,875 25,749,214

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

827,483 42,910,400 (11,459,427 ) 51,071,566

Short-term U.S. government and agency obligations

35,266 (9,136 ) 27,437 (23,930 )

Change in net unrealized appreciation/depreciation

862,749 42,901,264 (11,431,990 ) 51,047,636

Net realized and unrealized gain (loss)

(7,308,030 ) 74,943,078 58,354,885 76,796,850

Net income (loss)

$ (8,659,792 ) $ 73,872,969 $ 54,517,347 $ 73,876,974

Net income (loss) per weighted-average share

$ (0.37 ) $ 2.89 $ 2.41 $ 2.97

Weighted-average shares outstanding

23,492,405 25,554,362 22,591,589 24,893,054

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 517,191,349

Addition of 11,900,000 shares

310,454,722

Redemption of 13,400,000 shares

(334,884,280 )

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

(24,429,558 )

Net investment income (loss)

(3,837,538 )

Net realized gain (loss)

69,786,875

Change in net unrealized appreciation/depreciation

(11,431,990 )

Net income (loss)

54,517,347

Shareholders’ equity, at September 30, 2015

$ 547,279,138

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ 54,517,347 $ 73,876,974

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

(1,420,398,053 ) (803,273,432 )

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

1,365,118,964 800,041,097

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

(162,381 ) (170,287 )

Net realized gain (loss) on investments

(22,878 ) (4,490 )

Change in unrealized appreciation/depreciation on investments

11,431,990 (51,047,636 )

Increase (Decrease) in management fee payable

513,358 27,783

Net cash provided by (used in) operating activities

10,998,347 19,450,009

Cash flow from financing activities

Proceeds from addition of shares

323,411,326 43,961,622

Payment on shares redeemed

(334,884,280 ) (63,410,077 )

Net cash provided by (used in) financing activities

(11,472,954 ) (19,448,455 )

Net increase (decrease) in cash

(474,607 ) 1,554

Cash, beginning of period

746,454 218,940

Cash, end of period

$ 271,847 $ 220,494

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 308,340 $ 532,706

Short-term U.S. government and agency obligations (Note 3) (cost $308,460,362 and $532,944,509, respectively)

308,472,546 532,957,746

Unrealized appreciation on foreign currency forward contracts

78,122 571,149

Total assets

308,859,008 534,061,601

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

4,391,012

Management fee payable

569,547 439,804

Unrealized depreciation on foreign currency forward contracts

968,851 2,149,924

Total liabilities

5,929,410 2,589,728

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

302,929,598 531,471,873

Total liabilities and shareholders’ equity

$ 308,859,008 $ 534,061,601

Shares outstanding

3,449,294 5,949,294

Net asset value per share

$ 87.82 $ 89.33

Market value per share (Note 2)

$ 87.82 $ 89.30

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(102% of shareholders’ equity)

U.S. Treasury Bills:

0.027% due 10/01/15

$ 165,347,000 $ 165,347,066

0.033% due 10/08/15

23,801,000 23,801,045

0.012% due 11/05/15

14,859,000 14,859,217

0.035% due 11/19/15†

53,476,000 53,476,727

0.022% due 12/03/15†

15,393,000 15,392,866

0.030% due 12/10/15†

6,086,000 6,086,237

0.020% due 12/17/15†

10,200,000 10,200,219

0.080% due 01/07/16

4,417,000 4,416,820

0.148% due 01/14/16†

14,893,000 14,892,349

Total short-term U.S. government and agency obligations (cost $308,460,362)

$ 308,472,546

Foreign Currency Forward Contracts^

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

Contracts to Purchase

Yen with Goldman Sachs International

10/09/15 5,754,030,200 $ 47,975,159 $ 78,122

Yen with UBS AG

10/09/15 5,101,523,700 42,534,780 (129,230 )

$ (51,108 )

Contracts to Sell

Yen with Goldman Sachs International

10/09/15 (42,132,482,600 ) $ (351,286,398 ) $ (495,605 )

Yen with UBS AG

10/09/15 (41,389,892,100 ) (345,094,929 ) (344,016 )

$ (839,621 )

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

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 28,980 $ 28,871 $ 113,947 $ 163,880

Expenses

Management fee

894,286 894,941 3,069,183 2,800,653

Total expenses

894,286 894,941 3,069,183 2,800,653

Net investment income (loss)

(865,306 ) (866,070 ) (2,955,236 ) (2,636,773 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(32,435,377 ) 15,787,084 (6,900,989 ) 15,952,890

Short-term U.S. government and agency obligations

107 994 4,415 12,611

Net realized gain (loss)

(32,435,270 ) 15,788,078 (6,896,574 ) 15,965,501

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

13,321,397 44,778,863 688,046 5,744,569

Short-term U.S. government and agency obligations

6,858 8,059 (1,053 ) (31,958 )

Change in net unrealized appreciation/depreciation

13,328,255 44,786,922 686,993 5,712,611

Net realized and unrealized gain (loss)

(19,107,015 ) 60,575,000 (6,209,581 ) 21,678,112

Net income (loss)

$ (19,972,321 ) $ 59,708,930 $ (9,164,817 ) $ 19,041,339

Net income (loss) per weighted-average share

$ (4.91 ) $ 10.90 $ (1.91 ) $ 3.25

Weighted-average shares outstanding

4,068,859 5,478,642 4,796,364 5,862,481

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 531,471,873

Addition of 1,350,000 shares

124,524,910

Redemption of 3,850,000 shares

(343,902,368 )

Net addition (redemption) of (2,500,000) shares

(219,377,458 )

Net investment income (loss)

(2,955,236 )

Net realized gain (loss)

(6,896,574 )

Change in net unrealized appreciation/depreciation

686,993

Net income (loss)

(9,164,817 )

Shareholders’ equity, at September 30, 2015

$ 302,929,598

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (9,164,817 ) $ 19,041,339

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

(1,027,392,799 ) (767,180,365 )

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

1,251,995,308 936,995,101

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

(113,947 ) (163,880 )

Net realized gain (loss) on investments

(4,415 ) (12,611 )

Change in unrealized appreciation/depreciation on investments

(686,993 ) (5,712,611 )

Increase (Decrease) in management fee payable

129,743 (125,148 )

Net cash provided by (used in) operating activities

214,762,080 182,841,825

Cash flow from financing activities

Proceeds from addition of shares

124,524,910 81,996,228

Payment on shares redeemed

(339,511,356 ) (265,020,830 )

Net cash provided by (used in) financing activities

(214,986,446 ) (183,024,602 )

Net increase (decrease) in cash

(224,366 ) (182,777 )

Cash, beginning of period

532,706 575,108

Cash, end of period

$ 308,340 $ 392,331

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 2,740,383 $ 185,684

Segregated cash balances for swap agreements

906,000

Short-term U.S. government and agency obligations (Note 3) (cost $0 and $2,754,883, respectively)

2,754,900

Total assets

3,646,383 2,940,584

Liabilities and shareholders’ equity

Liabilities

Management fee payable

3,313 2,326

Unrealized depreciation on swap agreements

60,301 331,338

Total liabilities

63,614 333,664

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

3,582,769 2,606,920

Total liabilities and shareholders’ equity

$ 3,646,383 $ 2,940,584

Shares outstanding (Note 1)

99,965 50,004

Net asset value per share (Note 1)

$ 35.84 $ 52.13

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

$ 35.88 $ 51.44

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

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 % 10/06/15 $ 5,278,242 $ (24,403 )

Swap agreement with Goldman Sachs International based on Bloomberg Commodity Index

0.25 10/06/15 1,530,959 (26,072 )

Swap agreement with UBS AG based on Bloomberg Commodity Index

0.60 10/06/15 358,496 (9,826 )

$ (60,301 )

^ The positions and counterparties herein are as of September 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 September 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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 39 $ 351 $ 525 $ 1,070

Expenses

Management fee

5,116 9,295 16,884 24,709

Total expenses

5,116 9,295 16,884 24,709

Net investment income (loss)

(5,077 ) (8,944 ) (16,359 ) (23,639 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Swap agreements

(520,396 ) (651,785 ) (1,033,383 ) (274,839 )

Short-term U.S. government and agency obligations

1 19 (6 ) 19

Net realized gain (loss)

(520,395 ) (651,766 ) (1,033,389 ) (274,820 )

Change in net unrealized appreciation/depreciation on

Swap agreements

(156,458 ) (339,598 ) 271,037 (345,632 )

Short-term U.S. government and agency obligations

(21 ) 84 (17 ) 35

Change in net unrealized appreciation/depreciation

(156,479 ) (339,514 ) 271,020 (345,597 )

Net realized and unrealized gain (loss)

(676,874 ) (991,280 ) (762,369 ) (620,417 )

Net income (loss)

$ (681,951 ) $ (1,000,224 ) $ (778,728 ) $ (644,056 )

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

$ (12.56 ) $ (20.00 ) $ (14.95 ) $ (15.35 )

Weighted-average shares outstanding (Note 1)

54,312 50,004 52,093 41,945

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 2,606,920

Addition of 75,000 shares (Note 1)

2,987,885

Redemption of 25,039 shares (Note 1)

(1,233,308 )

Net addition (redemption) of 49,961 shares (Note 1)

1,754,577

Net investment income (loss)

(16,359 )

Net realized gain (loss)

(1,033,389 )

Change in net unrealized appreciation/depreciation

271,020

Net income (loss)

(778,728 )

Shareholders’ equity, at September 30, 2015

$ 3,582,769

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (778,728 ) $ (644,056 )

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

Decrease (Increase) in segregated cash balances for swap agreements

(906,000 )

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

(3,628,527 ) (7,841,970 )

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

6,383,929 7,029,957

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

(525 ) (1,070 )

Net realized gain (loss) on investments

6 (19 )

Change in unrealized appreciation/depreciation on investments

(271,020 ) 345,597

Increase (Decrease) in management fee payable

987 436

Net cash provided by (used in) operating activities

800,122 (1,111,125 )

Cash flow from financing activities

Proceeds from addition of shares

2,987,885 1,134,916

Payment on shares redeemed

(1,233,308 )

Net cash provided by (used in) financing activities

1,754,577 1,134,916

Net increase (decrease) in cash

2,554,699 23,791

Cash, beginning of period

185,684 85,642

Cash, end of period

$ 2,740,383 $ 109,433

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 3,908,458 $ 2,349,384

Segregated cash balances with brokers for futures contracts

22,020,119 34,605,120

Short-term U.S. government and agency obligations (Note 3) (cost $809,489,270 and $467,195,638, respectively)

809,558,932 467,200,736

Receivable from capital shares sold

28,726,173

Total assets

835,487,509 532,881,413

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

1,609,041 5,817,266

Brokerage commissions and fees payable

29,166

Management fee payable

1,272,520 320,062

Unrealized depreciation on swap agreements

45,315,045 76,181,097

Total liabilities

48,225,772 82,318,425

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

787,261,737 450,562,988

Total liabilities and shareholders’ equity

$ 835,487,509 $ 532,881,413

Shares outstanding (Note 1)

35,227,867 8,879,834

Net asset value per share (Note 1)

$ 22.35 $ 50.74

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

$ 22.68 $ 51.85

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(103% of shareholders’ equity)

U.S. Treasury Bills:

0.036% due 10/01/15

$ 312,000 $ 312,000

0.029% due 10/08/15

29,479,000 29,479,056

0.025% due 11/05/15

46,646,000 46,646,681

0.071% due 11/19/15

123,766,000 123,767,683

0.022% due 11/27/15†

251,501,000 251,499,013

0.026% due 12/03/15†

54,790,000 54,789,524

0.026% due 12/10/15†

81,721,000 81,724,179

0.094% due 01/07/16†

64,610,000 64,607,364

0.137% due 01/14/16†

85,422,000 85,418,267

0.001% due 02/04/16†

45,806,000 45,801,992

0.005% due 02/11/16

25,516,000 25,513,173

Total short-term U.S. government and agency obligations (cost $809,489,270)

$ 809,558,932

Futures Contracts Purchased††

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

WTI Crude Oil Futures - NYMEX, expires November 2015

11,512 $ 519,076,080 $ (3,961,260 )

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 % 10/06/15 $ 299,072,212 $ (13,364,460 )

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

0.25 10/06/15 329,950,075 (13,515,250 )

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

0.25 10/06/15 118,711,010 (3,967,675 )

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

0.25 10/06/15 307,603,721 (14,467,660 )

$ (45,315,045 )

All or partial amount pledged as collateral for swap agreements and/or futures contracts.
†† Cash collateral in the amount of $22,020,119 was pledged to cover margin requirements for open futures contracts as of September 30, 2015.
^ The positions and counterparties herein are as of September 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 September 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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 75,891 $ 11,935 $ 217,460 $ 44,923

Expenses

Management fee

2,012,640 333,837 6,257,893 908,339

Brokerage commissions and fees

148,396 7,661 449,106 24,160

Total expenses

2,161,036 341,498 6,706,999 932,499

Net investment income (loss)

(2,085,145 ) (329,563 ) (6,489,539 ) (887,576 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(197,981,324 ) (6,183,721 ) (195,748,120 ) 7,188,529

Swap agreements

(331,918,263 ) (10,226,540 ) (301,530,415 ) 7,408,979

Short-term U.S. government and agency obligations

(3,934 ) 2,046 56,938 10,004

Net realized gain (loss)

(529,903,521 ) (16,408,215 ) (497,221,597 ) 14,607,512

Change in net unrealized appreciation/depreciation on

Futures contracts

4,743,818 (7,190,259 ) 42,513,527 (6,693,816 )

Swap agreements

(63,442,803 ) (5,286,502 ) 30,866,052 (3,133,365 )

Short-term U.S. government and agency obligations

64,175 (1,104 ) 64,564 (11,766 )

Change in net unrealized appreciation/depreciation

(58,634,810 ) (12,477,865 ) 73,444,143 (9,838,947 )

Net realized and unrealized gain (loss)

(588,538,331 ) (28,886,080 ) (423,777,454 ) 4,768,565

Net income (loss)

$ (590,623,476 ) $ (29,215,643 ) $ (430,266,993 ) $ 3,880,989

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

$ (18.39 ) $ (34.48 ) $ (17.28 ) $ 5.03

Weighted-average shares outstanding (Note 1)

32,116,997 847,225 24,903,035 771,153

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 450,562,988

Addition of 54,530,000 shares (Note 1)

1,940,912,161

Redemption of 28,181,967 shares (Note 1)

(1,173,946,419 )

Net addition (redemption) of 26,348,033 shares (Note 1)

766,965,742

Net investment income (loss)

(6,489,539 )

Net realized gain (loss)

(497,221,597 )

Change in net unrealized appreciation/depreciation

73,444,143

Net income (loss)

(430,266,993 )

Shareholders’ equity, at September 30, 2015

$ 787,261,737

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (430,266,993 ) $ 3,880,989

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

12,585,001 (1,206,315 )

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

(3,406,730,520 ) (461,750,270 )

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

3,064,708,146 415,938,839

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

(214,320 ) (44,924 )

Net realized gain (loss) on investments

(56,938 ) (10,004 )

Change in unrealized appreciation/depreciation on investments

(30,930,616 ) 3,145,131

Increase (Decrease) in management fee payable

952,458 12,768

Increase (Decrease) in brokerage commissions and fees payable

29,166

Increase (Decrease) in payable on futures contracts

(4,208,225 ) 4,852,856

Net cash provided by (used in) operating activities

(794,132,841 ) (35,180,930 )

Cash flow from financing activities

Proceeds from addition of shares

1,969,638,334 326,129,425

Payment on shares redeemed

(1,173,946,419 ) (289,091,371 )

Net cash provided by (used in) financing activities

795,691,915 37,038,054

Net increase (decrease) in cash

1,559,074 1,857,124

Cash, beginning of period

2,349,384 689,596

Cash, end of period

$ 3,908,458 $ 2,546,720

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 2,278,102 $ 1,653,582

Segregated cash balances with brokers for futures contracts

2,034,544 21,134,080

Short-term U.S. government and agency obligations (Note 3) (cost $50,785,407 and $53,408,848, respectively)

50,788,895 53,410,227

Receivable from capital shares sold

3,853,422

Total assets

55,101,541 80,051,311

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

2,417,037 9,552,314

Brokerage commissions and fees payable

4,750

Management fee payable

96,766 65,790

Total liabilities

2,518,553 9,618,104

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

52,582,988 70,433,207

Total liabilities and shareholders’ equity

$ 55,101,541 $ 80,051,311

Shares outstanding (Note 1)

1,642,170 1,142,485

Net asset value per share (Note 1)

$ 32.02 $ 61.65

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

$ 32.19 $ 63.12

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(97% of shareholders’ equity)

U.S. Treasury Bills:

0.005% due 10/01/15

$ 4,706,000 $ 4,706,002

0.007% due 10/08/15

1,271,000 1,271,002

0.012% due 11/05/15

4,075,000 4,075,060

0.031% due 11/19/15

6,232,000 6,232,085

0.021% due 11/27/15

3,375,000 3,374,973

0.033% due 12/03/15

9,315,000 9,314,919

0.030% due 12/10/15

1,833,000 1,833,071

0.020% due 12/17/15†

12,954,000 12,954,277

0.080% due 01/07/16

1,137,000 1,136,954

0.165% due 01/28/16†

3,139,000 3,138,793

0.002% due 02/04/16†

2,752,000 2,751,759

Total short-term U.S. government and agency obligations (cost $50,785,407)

$ 50,788,895

Futures Contracts Purchased ††

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

Natural Gas - NYMEX, expires November 2015

4,166 $ 105,149,840 $ (13,889,434 )

All or partial amount pledged as collateral for futures contracts.
†† Cash collateral in the amount of $2,034,544 was pledged to cover margin requirements for open futures contracts as of September 30, 2015.

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 3,636 $ 3,296 $ 15,020 $ 11,380

Expenses

Management fee

147,696 114,501 479,185 264,587

Brokerage commissions and fees

46,406 17,003 156,022 44,280

Total expenses

194,102 131,504 635,207 308,867

Net investment income (loss)

(190,466 ) (128,208 ) (620,187 ) (297,487 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(8,595,657 ) (7,087,097 ) (58,404,100 ) 9,878,729

Short-term U.S. government and agency obligations

(181 ) 306 4,630 3,519

Net realized gain (loss)

(8,595,838 ) (7,086,791 ) (58,399,470 ) 9,882,248

Change in net unrealized appreciation/depreciation on

Futures contracts

(13,040,143 ) 5,766,729 20,999,849 8,012,503

Short-term U.S. government and agency obligations

2,650 479 2,109 (2,382 )

Change in net unrealized appreciation/depreciation

(13,037,493 ) 5,767,208 21,001,958 8,010,121

Net realized and unrealized gain (loss)

(21,633,331 ) (1,319,583 ) (37,397,512 ) 17,892,369

Net income (loss)

$ (21,823,797 ) $ (1,447,791 ) $ (38,017,699 ) $ 17,594,882

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

$ (14.50 ) $ (4.17 ) $ (26.50 ) $ 76.10

Weighted-average shares outstanding (Note 1)

1,505,213 347,377 1,434,837 231,222

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 70,433,207

Addition of 1,687,500 shares (Note 1)

74,944,434

Redemption of 1,187,815 shares (Note 1)

(54,776,954 )

Net addition (redemption) of 499,685 shares (Note 1)

20,167,480

Net investment income (loss)

(620,187 )

Net realized gain (loss)

(58,399,470 )

Change in net unrealized appreciation/depreciation

21,001,958

Net income (loss)

(38,017,699 )

Shareholders’ equity, at September 30, 2015

$ 52,582,988

See accompanying notes to financial statements.

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PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (38,017,699 ) $ 17,594,882

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

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

19,099,536 (3,455,694 )

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

(227,408,040 ) (145,326,321 )

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

230,049,810 145,234,415

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

(13,699 ) (11,380 )

Net realized gain (loss) on investments

(4,630 ) (3,519 )

Change in unrealized appreciation/depreciation on investments

(2,109 ) 2,382

Increase (Decrease) in management fee payable

30,976 (29,752 )

Increase (Decrease) in brokerage commissions and fees payable

4,750

Increase (Decrease) in payable on futures contracts

(7,135,277 ) (4,824,695 )

Net cash provided by (used in) operating activities

(23,396,382 ) 9,180,318

Cash flow from financing activities

Proceeds from addition of shares

78,797,856 75,528,011

Payment on shares redeemed

(54,776,954 ) (84,703,554 )

Net cash provided by (used in) financing activities

24,020,902 (9,175,543 )

Net increase (decrease) in cash

624,520 4,775

Cash, beginning of period

1,653,582 3,102,827

Cash, end of period

$ 2,278,102 $ 3,107,602

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 2,844,144 $ 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 $79,786,929 and $101,925,636, respectively)

79,793,461 101,927,857

Unrealized appreciation on forward agreements

2,051,154

Total assets

82,645,855 104,091,956

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

1,999,718

Payable on open futures contracts

2,320 3,260

Management fee payable

128,806 85,633

Unrealized depreciation on forward agreements

1,289,231

Total liabilities

1,420,357 2,088,611

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

81,225,498 102,003,345

Total liabilities and shareholders’ equity

$ 82,645,855 $ 104,091,956

Shares outstanding

2,450,014 2,550,014

Net asset value per share

$ 33.15 $ 40.00

Market value per share (Note 2)

$ 33.23 $ 38.41

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(98% of shareholders’ equity)

U.S. Treasury Bills:

0.020% due 11/27/15†

$ 7,721,000 $ 7,720,939

0.016% due 12/03/15†

45,862,000 45,861,601

0.030% due 12/10/15†

9,832,000 9,832,382

0.020% due 12/17/15†

3,330,000 3,330,071

0.135% due 01/07/16†

13,049,000 13,048,468

Total short-term U.S. government and agency obligations (cost $79,786,929)

$ 79,793,461

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

Gold Futures - COMEX, expires December 2015

2 $ 223,040 $ (8,640 )

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

0.40% 10/06/15 $ 73,000 $ 81,323,460 $ (619,312 )

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

0.45 10/06/15 26,620 29,654,680 (222,153 )

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

0.46 10/06/15 15,400 17,155,446 (113,075 )

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

0.36 10/06/15 30,600 34,088,094 (334,691 )

$ (1,289,231 )

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 September 30, 2015.
^ The positions and counterparties herein are as of September 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 September 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 GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 5,853 $ 13,569 $ 27,485 $ 45,026

Expenses

Management fee

195,929 307,247 657,667 953,309

Brokerage commissions and fees

8 8 33 32

Total expenses

195,937 307,255 657,700 953,341

Net investment income (loss)

(190,084 ) (293,686 ) (630,215 ) (908,315 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(13,520 ) 1,880 (1,660 ) 6,320

Forward agreements

(8,307,389 ) 1,373,311 (12,227,181 ) 3,313,355

Short-term U.S. government and agency obligations

(3,445 ) 985 (1,245 ) 1,708

Net realized gain (loss)

(8,324,354 ) 1,376,176 (12,230,086 ) 3,321,383

Change in net unrealized appreciation/depreciation on

Futures contracts

1,780 (24,220 ) (13,220 ) (4,840 )

Forward agreements

(874,327 ) (21,353,534 ) (3,340,385 ) (1,312,645 )

Short-term U.S. government and agency obligations

6,644 (969 ) 4,311 5,177

Change in net unrealized appreciation/depreciation

(865,903 ) (21,378,723 ) (3,349,294 ) (1,312,308 )

Net realized and unrealized gain (loss)

(9,190,257 ) (20,002,547 ) (15,579,380 ) 2,009,075

Net income (loss)

$ (9,380,341 ) $ (20,296,233 ) $ (16,209,595 ) $ 1,100,760

Net income (loss) per weighted-average share

$ (3.90 ) $ (7.26 ) $ (6.62 ) $ 0.38

Weighted-average shares outstanding

2,402,731 2,795,123 2,448,915 2,878,769

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 102,003,345

Addition of 100,000 shares

3,851,383

Redemption of 200,000 shares

(8,419,635 )

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

(4,568,252 )

Net investment income (loss)

(630,215 )

Net realized gain (loss)

(12,230,086 )

Change in net unrealized appreciation/depreciation

(3,349,294 )

Net income (loss)

(16,209,595 )

Shareholders’ equity, at September 30, 2015

$ 81,225,498

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (16,209,595 ) $ 1,100,760

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

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

550 5,830

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

(194,601,532 ) (323,360,826 )

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

216,766,479 343,200,066

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

(27,485 ) (45,026 )

Net realized gain (loss) on investments

1,245 (1,708 )

Change in unrealized appreciation/depreciation on investments

3,336,074 1,307,468

Increase (Decrease) in management fee payable

43,173 (19,627 )

Increase (Decrease) in payable on futures contracts

(940 ) 1,140

Net cash provided by (used in) operating activities

9,307,969 22,188,077

Cash flow from financing activities

Proceeds from addition of shares

3,851,383 11,583,569

Payment on shares redeemed

(10,419,353 ) (33,792,527 )

Net cash provided by (used in) financing activities

(6,567,970 ) (22,208,958 )

Net increase (decrease) in cash

2,739,999 (20,881 )

Cash, beginning of period

104,145 142,566

Cash, end of period

$ 2,844,144 $ 121,685

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 245,186 $ 305,004

Segregated cash balances with brokers for futures contracts

13,200 14,300

Short-term U.S. government and agency obligations (Note 3) (cost $245,431,653 and $305,465,636, respectively)

245,461,699 305,474,211

Unrealized appreciation on forward agreements

367,326

Total assets

246,087,411 305,793,515

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

1,967,832

Payable on open futures contracts

550 6,770

Management fee payable

412,916 254,050

Unrealized depreciation on forward agreements

492,732 12,395,120

Total liabilities

906,198 14,623,772

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

245,181,213 291,169,743

Total liabilities and shareholders’ equity

$ 246,087,411 $ 305,793,515

Shares outstanding

7,896,533 7,396,533

Net asset value per share

$ 31.05 $ 39.37

Market value per share (Note 2)

$ 30.53 $ 38.05

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(100% of shareholders’ equity)

U.S. Treasury Bills:

0.015% due 10/01/15

$ 42,072,000 $ 42,072,017

0.019% due 10/08/15

11,563,000 11,563,022

0.018% due 11/05/15

17,291,000 17,291,253

0.035% due 11/19/15†

17,053,000 17,053,232

0.020% due 11/27/15†

22,113,000 22,112,825

0.087% due 12/03/15†

89,508,000 89,507,221

0.135% due 01/07/16†

45,864,000 45,862,129

Total short-term U.S. government and agency obligations (cost $245,431,653)

$ 245,461,699

Futures Contracts Purchased††

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

Silver Futures - COMEX, expires December 2015

2 $ 145,180 $ (9,295 )

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

0.88 % 10/06/15 $ 12,627,000 $ 185,003,228 $ 325,395

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

0.85 10/06/15 7,982,800 116,956,003 (372,086 )

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

0.93 10/06/15 3,984,000 58,369,584 41,931

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

0.88 10/06/15 8,862,000 129,837,162 (120,646 )

$ (125,406 )

All or partial amount pledged as collateral for forward agreements and/or futures contracts.
†† Cash collateral in the amount of $13,200 was pledged to cover margin requirements for open futures contracts as of September 30, 2015.
^ The positions and counterparties herein are as of September 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 September 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 SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2015 2014 2015 2014

Investment Income

Interest

$ 35,179 $ 41,216 $ 109,726 $ 155,173

Expenses

Management fee

631,618 1,064,643 2,085,125 3,351,080

Brokerage commissions and fees

15 5 42 35

Total expenses

631,633 1,064,648 2,085,167 3,351,115

Net investment income (loss)

(596,454 ) (1,023,432 ) (1,975,441 ) (3,195,942 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(8,426 ) 2,825 (8,725 ) (9,550 )

Forward agreements

(56,502,419 ) 9,484,132 (72,512,082 ) (22,787,871 )

Short-term U.S. government and agency obligations

(8,981 ) 834 (2,867 ) 6,514

Net realized gain (loss)

(56,519,826 ) 9,487,791 (72,523,674 ) (22,790,907 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(4,385 ) (37,835 ) (7,735 ) (15,180 )

Forward agreements

13,733,121 (178,494,978 ) 12,269,714 (89,099,887 )

Short-term U.S. government and agency obligations

25,121 5,748 21,471 (12,085 )

Change in net unrealized appreciation/depreciation

13,753,857 (178,527,065 ) 12,283,450 (89,127,152 )

Net realized and unrealized gain (loss)

(42,765,969 ) (169,039,274 ) (60,240,224 ) (111,918,059 )

Net income (loss)

$ (43,362,423 ) $ (170,062,706 ) $ (62,215,665 ) $ (115,114,001 )

Net income (loss) per weighted-average share

$ (5.37 ) $ (23.96 ) $ (8.10 ) $ (15.80 )

Weighted-average shares outstanding

8,073,163 7,096,533 7,683,346 7,283,608

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 291,169,743

Addition of 2,000,000 shares

75,984,034

Redemption of 1,500,000 shares

(59,756,899 )

Net addition (redemption) of 500,000 shares

16,227,135

Net investment income (loss)

(1,975,441 )

Net realized gain (loss)

(72,523,674 )

Change in net unrealized appreciation/depreciation

12,283,450

Net income (loss)

(62,215,665 )

Shareholders’ equity, at September 30, 2015

$ 245,181,213

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (62,215,665 ) $ (115,114,001 )

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 7,700

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

(613,020,609 ) (1,138,679,040 )

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

673,161,451 1,158,071,193

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

(109,726 ) (153,201 )

Net realized gain (loss) on investments

2,867 (6,514 )

Change in unrealized appreciation/depreciation on investments

(12,291,185 ) 89,111,972

Increase (Decrease) in management fee payable

158,866 (63,037 )

Increase (Decrease) in payable on futures contracts

(6,220 ) 2,650

Net cash provided by (used in) operating activities

(14,319,121 ) (6,822,278 )

Cash flow from financing activities

Proceeds from addition of shares

75,984,034 127,480,399

Payment on shares redeemed

(61,724,731 ) (120,670,514 )

Net cash provided by (used in) financing activities

14,259,303 6,809,885

Net increase (decrease) in cash

(59,818 ) (12,393 )

Cash, beginning of period

305,004 463,001

Cash, end of period

$ 245,186 $ 450,608

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 218,955 $ 671,117

Short-term U.S. government and agency obligations (Note 3) (cost $10,695,915 and $2,415,732, respectively)

10,695,537 2,415,698

Unrealized appreciation on foreign currency forward contracts

3,916 2,921

Total assets

10,918,408 3,089,736

Liabilities and shareholders’ equity

Liabilities

Management fee payable

17,660 2,003

Unrealized depreciation on foreign currency forward contracts

146,251 106,292

Total liabilities

163,911 108,295

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

10,754,497 2,981,441

Total liabilities and shareholders’ equity

$ 10,918,408 $ 3,089,736

Shares outstanding

650,014 150,014

Net asset value per share

$ 16.55 $ 19.87

Market value per share (Note 2)

$ 16.53 $ 19.80

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(99% of shareholders’ equity)

U.S. Treasury Bills:

0.012% due 11/05/15†

$ 1,135,000 $ 1,135,017

0.019% due 12/03/15†

2,157,000 2,156,981

0.000% due 01/21/16

7,404,000 7,403,539

Total short-term U.S. government and agency obligations (cost $10,695,915)

$ 10,695,537

Foreign Currency Forward Contracts^

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

Contracts to Purchase

Euro with Goldman Sachs International

10/09/15 11,569,925 $ 12,930,628 $ (79,122 )

Euro with UBS AG

10/09/15 8,722,700 9,748,550 (67,129 )

$ (146,251 )

Contracts to Sell

Euro with Goldman Sachs International

10/09/15 (412,400 ) $ (460,901 ) $ 2,184

Euro with UBS AG

10/09/15 (640,900 ) (716,274 ) 1,732

$ 3,916

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

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 514 $ 231 $ 2,076 $ 936

Expenses

Management fee

27,210 5,760 78,687 17,908

Total expenses

27,210 5,760 78,687 17,908

Net investment income (loss)

(26,696 ) (5,529 ) (76,611 ) (16,972 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

68,814 (172,537 ) (559,487 ) (127,652 )

Short-term U.S. government and agency obligations

(27 ) (8 ) 33 (8 )

Net realized gain (loss)

68,787 (172,545 ) (559,454 ) (127,660 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

(8,853 ) (212,588 ) (38,964 ) (282,823 )

Short-term U.S. government and agency obligations

(486 ) 30 (344 ) (103 )

Change in net unrealized appreciation/depreciation

(9,339 ) (212,558 ) (39,308 ) (282,926 )

Net realized and unrealized gain (loss)

59,448 (385,103 ) (598,762 ) (410,586 )

Net income (loss)

$ 32,752 $ (390,632 ) $ (675,373 ) $ (427,558 )

Net income (loss) per weighted-average share

$ 0.05 $ (3.91 ) $ (1.00 ) $ (4.27 )

Weighted-average shares outstanding

690,775 100,014 673,457 100,014

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 2,981,441

Addition of 800,000 shares

13,540,570

Redemption of 300,000 shares

(5,092,141 )

Net addition (redemption) of 500,000 shares

8,448,429

Net investment income (loss)

(76,611 )

Net realized gain (loss)

(559,454 )

Change in net unrealized appreciation/depreciation

(39,308 )

Net income (loss)

(675,373 )

Shareholders’ equity, at September 30, 2015

$ 10,754,497

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (675,373 ) $ (427,558 )

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

(36,614,695 ) (4,882,192 )

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

28,336,621 5,148,933

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

(2,076 ) (936 )

Net realized gain (loss) on investments

(33 ) 8

Change in unrealized appreciation/depreciation on investments

39,308 282,926

Increase (Decrease) in management fee payable

15,657 (946 )

Net cash provided by (used in) operating activities

(8,900,591 ) 120,235

Cash flow from financing activities

Proceeds from addition of shares

13,540,570

Payment on shares redeemed

(5,092,141 )

Net cash provided by (used in) financing activities

8,448,429

Net increase (decrease) in cash

(452,162 ) 120,235

Cash, beginning of period

671,117 49,723

Cash, end of period

$ 218,955 $ 169,958

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 516,067 $ 846,919

Short-term U.S. government and agency obligations (Note 3) (cost $5,013,890 and $1,287,844, respectively)

5,015,738 1,287,869

Unrealized appreciation on foreign currency forward contracts

11,644 404

Total assets

5,543,449 2,135,192

Liabilities and shareholders’ equity

Liabilities

Management fee payable

8,566 1,515

Unrealized depreciation on foreign currency forward contracts

492 15,649

Total liabilities

9,058 17,164

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

5,534,391 2,118,028

Total liabilities and shareholders’ equity

$ 5,543,449 $ 2,135,192

Shares outstanding (Note 1)

99,974 37,504

Net asset value per share (Note 1)

$ 55.36 $ 56.47

Market value per share (Note1) (Note 2)

$ 55.38 $ 56.48

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(91% of shareholders’ equity)

U.S. Treasury Bills:

0.015% due 12/03/15

$ 1,205,000 $ 1,204,990

0.165% due 01/28/16†

3,811,000 3,810,748

Total short-term U.S. government and agency obligations (cost $5,013,890)

$ 5,015,738

Foreign Currency Forward Contracts^

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

Contracts to Purchase

Yen with Goldman Sachs International

10/09/15 870,160,900 $ 7,255,107 $ 8,713

Yen with UBS AG

10/09/15 486,769,100 4,058,516 2,880

$ 11,593

Contracts to Sell

Yen with Goldman Sachs International

10/09/15 (18,075,700 ) $ (150,709 ) $ (492 )

Yen with UBS AG

10/09/15 (8,963,800 ) (74,737 ) 51

$ (441 )

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

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 1,069 $ 167 $ 1,819 $ 988

Expenses

Management fee

12,814 4,546 35,135 17,855

Total expenses

12,814 4,546 35,135 17,855

Net investment income (loss)

(11,745 ) (4,379 ) (33,316 ) (16,867 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

344,294 (86,452 ) (174,883 ) (108,048 )

Short-term U.S. government and agency obligations

7 8 85

Net realized gain (loss)

344,294 (86,445 ) (174,875 ) (107,963 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

(148,766 ) (209,139 ) 26,397 2,889

Short-term U.S. government and agency obligations

1,709 76 1,823 (271 )

Change in net unrealized appreciation/depreciation

(147,057 ) (209,063 ) 28,220 2,618

Net realized and unrealized gain (loss)

197,237 (295,508 ) (146,655 ) (105,345 )

Net income (loss)

$ 185,492 $ (299,887 ) $ (179,971 ) $ (122,212 )

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

$ 1.86 $ (11.99 ) $ (1.99 ) $ 3.78

Weighted-average shares outstanding (Note 1)

99,974 25,004 90,375 32,330

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 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)

(33,316 )

Net realized gain (loss)

(174,875 )

Change in net unrealized appreciation/depreciation

28,220

Net income (loss)

(179,971 )

Shareholders’ equity, at September 30, 2015

$ 5,534,391

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (179,971 ) $ (122,212 )

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

(11,027,181 ) (4,152,351 )

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

7,302,962 5,348,742

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

(1,819 ) (988 )

Net realized gain (loss) on investments

(8 ) (85 )

Change in unrealized appreciation/depreciation on investments

(28,220 ) (2,618 )

Increase (Decrease) in management fee payable

7,051 (949 )

Net cash provided by (used in) operating activities

(3,927,186 ) 1,069,539

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

(330,852 ) 93,889

Cash, beginning of period

846,919 28,116

Cash, end of period

$ 516,067 $ 122,005

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION

September 30, 2015
(unaudited)
December 31, 2014

Assets

Cash

$ 48,812,978 $ 35,899,231

Segregated cash balances for swap agreements

906,000

Segregated cash balances with brokers for futures contracts

214,588,715 296,561,615

Short-term U.S. government and agency obligations (Note 3) (cost $3,281,880,201 and $3,005,824,301, respectively)

3,282,132,449 3,005,876,580

Unrealized appreciation on swap agreements

1,512,629 27,585,336

Unrealized appreciation on forward agreements

735,438 2,850,677

Unrealized appreciation on foreign currency forward contracts

7,273,738 19,594,239

Receivable from capital shares sold

37,505,806 58,085,447

Receivable on open futures contracts

16,162,402 56,002,326

Offering costs (Note 5)

181 49,384

Limitation by Sponsor

11,013 9,474

Total assets

3,609,641,349 3,502,514,309

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

18,034,002 25,400,996

Payable on open futures contracts

35,782,200 46,405,998

Brokerage commissions and fees payable

44,642

Management fee payable

5,451,988 2,657,505

Payable for offering costs

65,785 65,785

Unrealized depreciation on swap agreements

45,384,448 76,512,435

Unrealized depreciation on forward agreements

2,305,482 14,882,468

Unrealized depreciation on foreign currency forward contracts

2,992,083 4,528,636

Total liabilities

110,060,630 170,453,823

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

3,499,580,719 3,332,060,486

Total liabilities and shareholders’ equity

$ 3,609,641,349 $ 3,502,514,309

Shares outstanding

104,640,929 71,732,357

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014*

(unaudited)

Three months
ended
September 30,
2015
Three months
ended
September 30,
2014
Nine months
ended
September 30,
2015
Nine months
ended
September 30,
2014

Investment Income

Interest

$ 283,914 $ 223,800 $ 946,945 $ 954,921

Expenses

Management fee

8,276,639 6,638,426 26,470,056 20,189,853

Brokerage commissions and fees

1,458,671 1,103,591 4,632,414 2,991,388

Offering costs

16,581 49,203

Limitation by Sponsor

(1,539 )

Reduction in Limitation by Sponsor

485

Total expenses

9,752,376 7,742,017 31,150,134 23,181,241

Net investment income (loss)

(9,468,462 ) (7,518,217 ) (30,203,189 ) (22,226,320 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

81,634,309 26,285,740 (469,190,037 ) (191,301,679 )

Swap agreements

(291,982,643 ) 14,171,355 (279,256,847 ) 11,100,356

Forward agreements

(49,890,271 ) 5,364,040 (70,345,600 ) (33,412,320 )

Foreign currency forward contracts

(40,200,062 ) 47,567,904 62,128,638 41,461,914

Short-term U.S. government and agency obligations

(1,053 ) 36,987 161,365 125,433

Net realized gain (loss)

(300,439,720 ) 93,426,026 (756,502,481 ) (172,026,296 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(131,925,029 ) 88,565,200 (20,936,275 ) 83,333,081

Swap agreements

(55,411,844 ) 12,217,102 5,055,280 569,899

Forward agreements

10,145,947 (160,746,816 ) 10,461,747 (75,862,753 )

Foreign currency forward contracts

13,991,261 87,267,536 (10,783,948 ) 56,536,201

Short-term U.S. government and agency obligations

214,467 (11,313 ) 199,969 (118,782 )

Change in net unrealized appreciation/depreciation

(162,985,198 ) 27,291,709 (16,003,227 ) 64,457,646

Net realized and unrealized gain (loss)

(463,424,918 ) 120,717,735 (772,505,708 ) (107,568,650 )

Net income (loss)

$ (472,893,380 ) $ 113,199,518 $ (802,708,897 ) $ (129,794,970 )

* 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 NINE MONTHS ENDED SEPTEMBER 30, 2015*

(unaudited)

Shareholders’ equity, at December 31, 2014

$ 3,332,060,486

Addition of 159,097,500 shares

7,141,981,500

Redemption of 126,188,928 shares

(6,171,752,370 )

Net addition (redemption) of 32,908,572 shares

970,229,130

Net investment income (loss)

(30,203,189 )

Net realized gain (loss)

(756,502,481 )

Change in net unrealized appreciation/depreciation

(16,003,227 )

Net income (loss)

(802,708,897 )

Shareholders’ equity, at September 30, 2015

$ 3,499,580,719

* 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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014*

(unaudited)

Nine months ended
September 30, 2015
Nine months ended
September 30, 2014

Cash flow from operating activities

Net income (loss)

$ (802,708,897 ) $ (129,794,970 )

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

Decrease (Increase) in segregated cash balances for swap agreements

(906,000 )

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

81,972,900 47,885,931

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

(13,306,525,393 ) (8,327,469,985 )

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

13,031,571,704 8,571,832,172

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

(940,846 ) (952,923 )

Net realized gain (loss) on investments

(161,365 ) (125,433 )

Change in unrealized appreciation/depreciation on investments

(4,933,048 ) 18,875,435

Decrease (Increase) in receivable on futures contracts

39,839,924 (10,935,940 )

Decrease (Increase) in Limitation by Sponsor

(1,539 )

Change in offering cost

49,203 (65,785 )

Increase (Decrease) in management fee payable

2,794,483 (331,421 )

Increase (Decrease) in brokerage commissions and fees payable

44,642

Increase (Decrease) in payable on futures contracts

(10,623,798 ) 2,586,573

Increase (Decrease) in payable for offering costs

65,785

Net cash provided by (used in) operating activities

(970,528,030 ) 171,569,439

Cash flow from financing activities

Proceeds from addition of shares

7,162,561,141 3,117,489,880

Payment on shares redeemed

(6,179,119,238 ) (3,282,670,391 )

Net cash provided by (used in) financing activities

983,441,903 (165,180,511 )

Net increase (decrease) in cash

12,913,873 6,388,928

Cash, beginning of period

35,899,231 23,390,732

Cash, end of period

$ 48,813,104 $ 29,779,660

* 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

September 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 September 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 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.

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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 nine months ended September 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 September 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 nine months ended September 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. September 30

UltraShort Gold, Ultra Gold

9:30 a.m. 10:00 a.m. September 30

UltraShort Bloomberg Crude Oil,

Ultra Bloomberg Crude Oil

2:00 p.m. 2:30 p.m. September 30

UltraShort Bloomberg Natural Gas,

Ultra Bloomberg Natural Gas

2:00 p.m. 2:30 p.m. September 30

UltraShort Bloomberg Commodity,

Ultra Bloomberg Commodity

10:45 a.m. 2:30 p.m. September 30

Managed Futures Strategy

10:45 a.m. 3:00 p.m. September 30

UltraShort Australian Dollar

3:00 p.m. 4:00 p.m. September 30

Short Euro,

UltraShort Euro,

Ultra Euro

3:00 p.m. 4:00 p.m. September 30

UltraShort Yen,

Ultra Yen

3:00 p.m. 4:00 p.m. September 30

VIX Short-Term Futures ETF,

Ultra VIX Short-Term Futures ETF,

2:00 p.m. 4:15 p.m. September 30

Short VIX Short-Term Futures ETF

VIX Mid-Term Futures ETF

2:00 p.m. 4:15 p.m. September 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 nine months ended September 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 nine months ended September 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

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identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

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

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

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

The following table summarizes the valuation of investments at September 30, 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

$ $ 103,182 $ $ $ $ 103,182

VIX Short-Term Futures ETF

88,533,608 1,154,683 89,688,291

VIX Mid-Term Futures ETF

25,286,238 3,460,005 28,746,243

Short VIX Short-Term Futures ETF

606,156,790 (61,882,492 ) 544,274,298

Ultra VIX Short-Term Futures ETF

192,258,925 24,843,975 217,102,900

UltraShort Bloomberg Commodity

6,062,965 210,073 6,273,038

UltraShort Bloomberg Crude Oil

131,365,647 (4,109,687 ) 1,293,454 128,549,414

UltraShort Bloomberg Natural Gas

9,169,710 2,413,924 11,583,634

UltraShort Gold

74,161,976 8,640 368,112 74,538,728

UltraShort Silver

55,416,227 8,720 (523,519 ) 54,901,428

Short Euro

22,432,678 160,875 22,593,553

UltraShort Australian Dollar

18,897,975 49,290 18,947,265

UltraShort Euro

542,602,902 5,303,567 547,906,469

UltraShort Yen

308,472,546 (890,729 ) 307,581,817

Ultra Bloomberg Commodity

(60,301 ) (60,301 )

Ultra Bloomberg Crude Oil

809,558,932 (3,961,260 ) (45,315,045 ) 760,282,627

Ultra Bloomberg Natural Gas

50,788,895 (13,889,434 ) 36,899,461

Ultra Gold

79,793,461 (8,640 ) (1,289,231 ) 78,495,590

Ultra Silver

245,461,699 (9,295 ) (125,406 ) 245,326,998

Ultra Euro

10,695,537 (142,335 ) 10,553,202

Ultra Yen

5,015,738 11,152 5,026,890

Total Trust

$ 3,282,132,449 $ (51,657,514 ) $ (1,570,044 ) $ 4,281,655 $ (43,871,819 ) $ 3,189,314,727

* 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 September 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 September 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

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futures contracts are recognized on a half-turn basis (e.g., the first half is recognized when the contract is purchased (opened) and the second half is recognized when the transaction is closed). From January 1, 2014 through July 30, 2014, the Sponsor paid brokerage commissions on VIX futures contracts for the Matching VIX Funds. On July 31, 2014, the Sponsor began paying, and is currently paying, brokerage commissions on VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

Federal Income Tax

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

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

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

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amount less any transaction costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced asset.

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

Swap agreements involve, to varying degrees, elements of market risk and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional amount and the price of the underlying reference index and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at September 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 September 30, 2015, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

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

Forward Contracts

Certain of the Funds enter into forward contracts for purposes of pursuing their investment objectives and as a substitute for investing directly in (or shorting) commodities and/or currencies. A forward contract is an agreement between two parties to purchase or sell a

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specified quantity of an asset at or before a specified date in the future at a specified price. Forward contracts are typically traded in OTC markets and all details of the contract are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets.

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

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

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

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 September 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 September 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

$ 136,553 *

Payable on open futures contracts

ProShares Managed Futures Strategy

$ 33,371 *

VIX Futures Contracts

Receivables on open futures contracts

ProShares VIX Short-Term Futures ETF

2,138,199 *

Payable on open futures contracts

ProShares VIX Short-Term Futures ETF

983,516 *

ProShares VIX Mid-Term Futures ETF

3,460,005 *

ProShares Short VIX Short-Term Futures ETF

61,882,492 *

ProShares Ultra VIX Short-Term Futures ETF

24,843,975 *

Commodities Contracts

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

ProShares UltraShort Bloomberg Commodity

210,073

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

ProShares UltraShort Bloomberg Crude Oil

4,118,789 *

ProShares UltraShort Bloomberg Crude Oil

1,302,556

ProShares UltraShort Silver

523,519

ProShares UltraShort Bloomberg Natural Gas

2,413,924 *

ProShares Ultra Bloomberg Commodity

60,301

ProShares UltraShort Gold

376,752 *

ProShares Ultra Bloomberg Crude Oil

49,276,305 *

ProShares UltraShort Silver

8,720 *

ProShares Ultra Bloomberg Natural Gas

13,889,434 *

ProShares Ultra Silver

367,326

ProShares Ultra Gold

1,297,871 *

ProShares Ultra Silver

502,027 *

Foreign Exchange Contracts

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

ProShares Short Euro

160,875 *

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

ProShares UltraShort Euro

1,876,489

ProShares UltraShort Australian Dollar

49,290 *

ProShares UltraShort Yen

968,851

ProShares UltraShort Euro

7,180,056

ProShares Ultra Euro

146,251

ProShares UltraShort Yen

78,122

ProShares Ultra Yen

492

ProShares Ultra Euro

3,916

ProShares Ultra Yen

11,644

Total Trust

$ 42,741,986 *

Total Trust

$ 135,559,708 *

* 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 September 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

$ (180,345 ) $ 208,302

VIX Futures Contracts

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

ProShares VIX Short-Term Futures ETF

63,980,150 (12,755,774 )

ProShares VIX Mid-Term Futures ETF

631,983 3,760,350

ProShares Short VIX Short-Term Futures ETF

(74,068,147 ) (45,302,831 )

ProShares Ultra VIX Short-Term Futures ETF

245,646,935 (63,658,535 )

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

1,287,180 447,645

ProShares UltraShort Bloomberg Crude Oil

86,619,507 (598,141 )

ProShares UltraShort Bloomberg Natural Gas

1,310,886 2,386,865

ProShares UltraShort Gold

5,628,910 363,354

ProShares UltraShort Silver

9,309,358 (3,072,101 )

ProShares Ultra Bloomberg Commodity

(520,396 ) (156,458 )

ProShares Ultra Bloomberg Crude Oil

(529,899,587 ) (58,698,985 )

ProShares Ultra Bloomberg Natural Gas

(8,595,657 ) (13,040,143 )

ProShares Ultra Gold

(8,320,909 ) (872,547 )

ProShares Ultra Silver

(56,510,845 ) 13,728,736

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

45,301 (77,413 )

ProShares UltraShort Australian Dollar

3,397,069 146,750

ProShares UltraShort Euro

(8,177,791 ) 827,483

ProShares UltraShort Yen

(32,435,377 ) 13,321,397

ProShares Ultra Euro

68,814 (8,853 )

ProShares Ultra Yen

344,294 (148,766 )

Total Trust

$ (300,438,667 ) $ (163,199,665 )

123


Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended September 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

$ (2,990,117 ) $ 19,045,502

ProShares VIX Mid-Term Futures ETF

(4,036,079 ) 5,996,790

ProShares Short VIX

Short-Term Futures ETF

18,146,923 (33,969,073 )

ProShares Ultra VIX

Short-Term Futures ETF

(4,719,200 ) 89,185,433

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

502,112 401,110

ProShares UltraShort Bloomberg Crude Oil

42,549,744 29,109,258

ProShares UltraShort Bloomberg Natural Gas

13,918,036 (4,337,530 )

ProShares UltraShort Gold

(4,376,264 ) 16,210,828

ProShares UltraShort Silver

(1,123,414 ) 22,946,708

ProShares Ultra Bloomberg Commodity

(651,785 ) (339,598 )

ProShares Ultra Bloomberg Crude Oil

(16,410,261 ) (12,476,761 )

ProShares Ultra Bloomberg Natural Gas

(7,087,097 ) 5,766,729

ProShares Ultra Gold

1,375,191 (21,377,754 )

ProShares Ultra Silver

9,486,957 (178,532,813 )

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

767,314 541,828

ProShares UltraShort Australian Dollar

549,795 2,249,440

ProShares UltraShort Euro

32,039,809 42,910,400

ProShares UltraShort Yen

15,787,084 44,778,863

ProShares Ultra Euro

(172,537 ) (212,588 )

ProShares Ultra Yen

(86,452 ) (209,139 )

Total Trust

$ 93,469,759 $ 27,687,633

124


Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the nine months ended September 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

$ (262,050 ) $ (1,145 )

VIX Futures Contracts

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

ProShares VIX Short-Term Futures ETF

3,412,234 (5,109,937 )

ProShares VIX Mid-Term Futures ETF

(2,291,385 ) 3,199,340

ProShares Short VIX Short-Term Futures ETF

35,780,248 (45,530,343 )

ProShares Ultra VIX Short-Term Futures ETF

(291,236,149 ) (14,741,278 )

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

2,068,198 (357,186 )

ProShares UltraShort Bloomberg Crude Oil

47,564,151 (45,640,913 )

ProShares UltraShort Bloomberg Natural Gas

6,412,527 (1,527,541 )

ProShares UltraShort Gold

7,021,911 2,664,050

ProShares UltraShort Silver

7,378,507 (1,111,312 )

ProShares Ultra Bloomberg Commodity

(1,033,383 ) 271,037

ProShares Ultra Bloomberg Crude Oil

(497,278,535 ) 73,379,579

ProShares Ultra Bloomberg Natural Gas

(58,404,100 ) 20,999,849

ProShares Ultra Gold

(12,228,841 ) (3,353,605 )

ProShares Ultra Silver

(72,520,807 ) 12,261,979

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

1,196,063 (224,456 )

ProShares UltraShort Australian Dollar

5,930,837 (694,191 )

ProShares UltraShort Euro

69,763,997 (11,459,427 )

ProShares UltraShort Yen

(6,900,989 ) 688,046

ProShares Ultra Euro

(559,487 ) (38,964 )

ProShares Ultra Yen

(174,883 ) 26,397

Total Trust

$ (756,361,936 ) $ (16,300,021 )

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Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the nine months ended September 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

$ (28,437,457 ) $ 29,084,702

ProShares VIX Mid-Term Futures ETF

(16,100,400 ) 7,398,429

ProShares Short VIX

Short-Term Futures ETF

94,414,974 (33,165,401 )

ProShares Ultra VIX

Short-Term Futures ETF

(255,442,487 ) 72,661,998

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

(3,522 ) 379,056

ProShares UltraShort Bloomberg Crude Oil

(1,295,265 ) 11,401,138

ProShares UltraShort Bloomberg Natural Gas

2,732,493 (2,911,986 )

ProShares UltraShort Gold

(12,650,556 ) (25,093 )

ProShares UltraShort Silver

(1,282,703 ) 14,580,242

ProShares Ultra Bloomberg Commodity

(274,839 ) (345,632 )

ProShares Ultra Bloomberg Crude Oil

14,597,508 (9,827,181 )

ProShares Ultra Bloomberg Natural Gas

9,878,729 8,012,503

ProShares Ultra Gold

3,319,675 (1,317,485 )

ProShares Ultra Silver

(22,797,421 ) (89,115,067 )

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

925,848 463,900

ProShares UltraShort Australian Dollar

(1,375,743 ) 968,995

ProShares UltraShort Euro

25,744,724 51,071,566

ProShares UltraShort Yen

15,952,890 5,744,569

ProShares Ultra Euro

(127,652 ) (282,823 )

ProShares Ultra Yen

(108,048 ) 2,889

Total Trust

$ (172,329,252 ) $ 64,779,319

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 September 30, 2015:

Fair Values of Derivative Instruments as of September 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

$ 210,073 $ $ 210,073 $ $ $

ProShares UltraShort Bloomberg Crude Oil

Swap agreements

1,302,556 1,302,556 9,102 9,102

ProShares UltraShort Gold

Forward agreements

368,112 368,112

ProShares UltraShort Silver

Forward agreements

523,519 523,519

ProShares UltraShort Euro

Foreign currency forward contracts

7,180,056 7,180,056 1,876,489 1,876,489

ProShares UltraShort Yen

Foreign currency forward contracts

78,122 78,122 968,851 968,851

ProShares Ultra Bloomberg Commodity

Swap agreements

60,301 60,301

ProShares Ultra Bloomberg

Crude Oil

Swap agreements

45,315,045 45,315,045

ProShares Ultra Gold

Forward agreements

1,289,231 1,289,231

ProShares Ultra Silver

Forward agreements

367,326 367,326 492,732 492,732

ProShares Ultra Euro

Foreign currency forward contracts

3,916 3,916 146,251 146,251

ProShares Ultra Yen

Foreign currency forward contracts

11,644 11,644 492 492

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 September 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 September 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

$ 80,000 $ $ (50,000 ) $ 30,000

Goldman Sachs International

94,573 94,573

UBS AG

35,500 35,500

ProShares UltraShort Bloomberg Crude Oil

Deutsche Bank AG

587,462 (450,000 ) 137,462

Goldman Sachs International

127,029 (1,174 ) 125,855

Societe Generale S.A.

588,065 (588,065 )

UBS AG

(9,102 ) 9,102

ProShares UltraShort Gold

Deutsche Bank AG

47,487 47,487

Goldman Sachs International

148,845 148,845

Societe Generale S.A.

93,204 (93,204 )

UBS AG

78,576 78,576

ProShares UltraShort Silver

Deutsche Bank AG

(81,990 ) 81,990

Goldman Sachs International

(356,851 ) 356,851

Societe Generale S.A.

(16,671 ) 16,671

UBS AG

(68,007 ) 68,007

ProShares UltraShort Euro

Goldman Sachs International

2,864,629 2,864,629

UBS AG

2,438,938 2,438,938

ProShares UltraShort Yen

Goldman Sachs International

(417,483 ) 417,483

UBS AG

(473,246 ) 473,246

ProShares Ultra Bloomberg Commodity

Deutsche Bank AG

(24,403 ) 24,403

Goldman Sachs International

(26,072 ) 26,072

UBS AG

(9,826 ) 9,826

ProShares Ultra Bloomberg Crude Oil

Deutsche Bank AG

(13,364,460 ) 13,364,460

Goldman Sachs International

(13,515,250 ) 13,515,250

Societe Generale S.A.

(3,967,675 ) 3,967,675

UBS AG

(14,467,660 ) 14,467,660

ProShares Ultra Gold

Deutsche Bank AG

(619,312 ) 619,312

Goldman Sachs International

(222,153 ) 222,153

Societe Generale S.A.

(113,075 ) 113,075

UBS AG

(334,691 ) 334,691

ProShares Ultra Silver

Deutsche Bank AG

325,395 (325,395 )

Goldman Sachs International

(372,086 ) 372,086

Societe Generale S.A.

41,931 (41,931 )

UBS AG

(120,646 ) 120,646

ProShares Ultra Euro

Goldman Sachs International

(76,938 ) 76,938

UBS AG

(65,397 ) 65,397

ProShares Ultra Yen

Goldman Sachs International

8,221 8,221

UBS AG

2,931 2,931

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

129


Table of Contents

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”.

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

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

ProShares UltraShort Bloomberg Commodity

Deutsche Bank AG

$ 243,474 $ $ $ 243,474

Goldman Sachs International

240,271 240,271

UBS AG

83,514 83,514

ProShares UltraShort Bloomberg Crude Oil

Deutsche Bank AG

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

Goldman Sachs International

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

Societe Generale S.A.

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

UBS AG

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

ProShares UltraShort Gold

Deutsche Bank AG

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

Goldman Sachs International

(354,660 ) 354,660

Societe Generale S.A.

(182,225 ) 182,225

UBS AG

(322,896 ) 322,896

ProShares UltraShort Silver

Deutsche Bank AG

462,619 (462,619 )

Goldman Sachs International

138,563 (138,563 )

Societe Generale S.A.

198,341 (198,341 )

UBS AG

(204,570 ) 204,570

ProShares UltraShort Euro

Goldman Sachs International

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

UBS AG

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

ProShares UltraShort Yen

Goldman Sachs International

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

UBS AG

(112,536 ) 112,536

ProShares Ultra Bloomberg Commodity

Deutsche Bank AG

(143,751 ) 143,751

Goldman Sachs International

(138,532 ) 138,532

UBS AG

(49,055 ) 49,055

ProShares Ultra Bloomberg Crude Oil

Deutsche Bank AG

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

Goldman Sachs International

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

Societe Generale S.A.

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

UBS AG

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

ProShares Ultra Gold

Deutsche Bank AG

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

Goldman Sachs International

222,126 222,126

Societe Generale S.A.

190,591 (190,591 )

UBS AG

406,743 (406,743 )

ProShares Ultra Silver

Deutsche Bank AG

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

Goldman Sachs International

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

Societe Generale S.A.

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

UBS AG

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

ProShares Ultra Euro

Goldman Sachs International

(38,856 ) 38,856

UBS AG

(64,515 ) 64,515

ProShares Ultra Yen

Goldman Sachs International

(12,255 ) 12,255

UBS AG

(2,990 ) 2,990

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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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Table of Contents

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 nine months ended September 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
September 30, 2015
Nine Months Ended
September 30, 2015

Managed Futures Strategy

$ $

VIX Short-Term Futures ETF

43,747 95,573

VIX Mid-Term Futures ETF

8,093

Short VIX Short-Term Futures ETF

139,688 267,654

Ultra VIX Short-Term Futures ETF

472,333 1,086,845

UltraShort Bloomberg Commodity

UltraShort Bloomberg Crude Oil

69,807 338,253

UltraShort Bloomberg Natural Gas

1,894 6,733

UltraShort Gold

1,162 7,441

UltraShort Silver

5,261 25,147

Short Euro

UltraShort Australian Dollar

UltraShort Euro

UltraShort Yen

Ultra Bloomberg Commodity

401 937

Ultra Bloomberg Crude Oil

140,803 691,077

Ultra Bloomberg Natural Gas

4,351 13,105

Ultra Gold

392 2,715

Ultra Silver

7,010 29,895

Ultra Euro

Ultra Yen

Total Trust

$ 886,849 $ 2,573,468

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NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended September 30, 2015:

For the Three Months Ended September 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 June 30, 2015

$ 20.4976 $ 13.5185 $ 54.9398 $ 78.8529 $ 44.5168 $ 86.9410 $ 56.8124

Net investment income (loss)

(0.0437 ) (0.0322 ) (0.1221 ) (0.2058 ) (0.1658 ) (0.2509 ) (0.2323 )

Net realized and unrealized gain (loss)#

0.1310 3.7821 9.0130 (31.4722 ) 12.8701 28.9181 30.9380

Change in net asset value from operations

0.0873 3.7499 8.8909 (31.6780 ) 12.7043 28.6672 30.7057

Net asset value, at September 30, 2015

$ 20.5849 $ 17.2684 $ 63.8307 $ 47.1749 $ 57.2211 $ 115.6082 $ 87.5181

Market value per share, at June 30, 2015†

$ 20.90 $ 13.42 $ 54.31 $ 79.06 $ 43.96 $ 88.96 $ 57.12

Market value per share, at September 30, 2015†

$ 20.81 $ 17.08 $ 63.44 $ 47.64 $ 55.96 $ 114.58 $ 86.17

Total Return, at net asset value^

0.4 % 27.7 % 16.2 % (40.2 )% 28.5 % 33.0 % 54.0 %

Total Return, at market value^

(0.4 )% 27.3 % 16.8 % (39.7 )% 27.3 % 28.8 % 50.9 %

Ratios to Average Net Assets**

Expense ratio

(0.85 )% (1.00 )% (0.87 )% (1.43 )% (1.73 )% (0.95 )% (1.10 )%

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 )% (0.97 )% (0.86 )% (1.39 )% (1.70 )% (0.92 )% (1.07 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended September 30, 2015.
** Percentages are annualized.

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For the Three Months Ended September 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 June 30, 2015

$ 74.7968 $ 99.0011 $ 109.4314 $ 43.0220 $ 54.5527 $ 24.7394 $ 92.1775

Net investment income (loss)

(0.2693 ) (0.2445 ) (0.2751 ) (0.1036 ) (0.1555 ) (0.0575 ) (0.2127 )

Net realized and unrealized gain (loss)#

22.6066 8.2315 10.9009 (0.1537 ) 10.1266 (0.3042 ) (4.1411 )

Change in net asset value from operations

22.3373 7.9870 10.6258 (0.2573 ) 9.9711 (0.3617 ) (4.3538 )

Net asset value, at September 30, 2015

$ 97.1341 $ 106.9881 $ 120.0572 $ 42.7647 $ 64.5238 $ 24.3777 $ 87.8237

Market value per share, at June 30, 2015†

$ 75.20 $ 98.82 $ 108.54 $ 43.05 $ 55.09 $ 24.75 $ 92.19

Market value per share, at September 30, 2015†

$ 96.84 $ 106.63 $ 122.16 $ 42.78 $ 64.53 $ 24.36 $ 87.82

Total Return, at net asset value^

29.9 % 8.1 % 9.7 % (0.6 )% 18.3 % (1.5 )% (4.7 )%

Total Return, at market value^

28.8 % 7.9 % 12.5 % (0.6 )% 17.1 % (1.6 )% (4.7 )%

Ratios to Average Net Assets**

Expense ratio

(1.39 )% (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)

(1.36 )% (0 .91 )% (0.92 )% (0.95 )% (1.01 )% (0.92 )% (0.92 )%

# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended September 30, 2015.
** Percentages are annualized

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For the Three Months Ended September 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 June 30, 2015

$ 49.5838 $ 45.4988 $ 45.4247 $ 37.0199 $ 36.4482 $ 16.5907 $ 53.5029

Net investment income (loss)

(0.0935 ) (0.0649 ) (0.1265 ) (0.0791 ) (0.0739 ) (0.0386 ) (0.1175 )

Net realized and unrealized gain (loss)#

(13.6501 ) (23.0862 ) (13.2778 ) (3.7877 ) (5.3251 ) (0.0071 ) 1.9729

Change in net asset value from operations

(13.7436 ) (23.1511 ) (13.4043 ) (3.8668 ) (5.3990 ) (0.0457 ) 1.8554

Net asset value, at September 30, 2015

$ 35.8402 $ 22.3477 $ 32.0204 $ 33.1531 $ 31.0492 $ 16.5450 $ 55.3583

Market value per share, at June 30, 2015†

$ 47.02 $ 45.20 $ 45.20 $ 37.04 $ 36.63 $ 16.59 $ 53.61

Market value per share, at September 30, 2015†

$ 35.88 $ 22.68 $ 32.19 $ 33.23 $ 30.53 $ 16.53 $ 55.38

Total Return, at net asset value^

(27.7 )% (50.9 )% (29.5 )% (10.4 )% (14.8 )% (0.3 )% 3.5 %

Total Return, at market value^

(23.7 )% (49.8 )% (28.8 )% (10.3 )% (16.7 )% (0.4 )% 3.3 %

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (1.02 )% (1.25 )% (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)

(0.94 )% (0.98 )% (1.23 )% (0.92 )% (0.90 )% (0.93 )% (0.87 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended September 30, 2015.
** Percentages are annualized.

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Selected data for a Share outstanding throughout the three months ended September 30, 2014:

For the Three Months Ended September 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 June 30, 2014

$ 19.0084 $ 61.7690 $ 88.4063 $ 132.7602 $ 54.2430 $ 24.6332 $ 40.5583

Net investment income (loss)

(0.0444 ) (0.1295 ) (0.3181 ) (0.5878 ) (0.1422 ) (0.0654 ) (0.1378 )

Net realized and unrealized gain (loss)#

1.8571 2.3798 (13.2748 ) 16.6593 15.0557 6.2237 5.8977

Change in net asset value from operations

1.8127 2.2503 (13.5929 ) 16.0715 14.9135 6.1583 5.7599

Net asset value, at September 30, 2014

$ 20.8211 $ 64.0193 $ 74.8134 $ 148.8317 $ 69.1565 $ 30.7915 $ 46.3182

Market value per share, at June 30, 2014†

$ 19.03 $ 61.88 $ 88.27 $ 133.10 $ 52.00 $ 24.61 $ 40.43

Market value per share, at September 30, 2014†

$ 20.78 $ 63.88 $ 74.94 $ 148.15 $ 67.85 $ 30.60 $ 46.48

Total Return, at net asset value^

9.5 % 3.6 % (15.4 )% 12.1 % 27.5 % 25.0 % 14.2 %

Total Return, at market value^

9.2 % 3.2 % (15.1 )% 11.3 % 30.5 % 24.3 % 15.0 %

Ratios to Average Net Assets**

Expense ratio

(0.94 )% (0.88 )% (1.54 )% (1.82 )% (0.95 )% (0.97 )% (1.14 )%

Expense ratio, excluding brokerage commissions

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

Net investment income (loss)

(0.92 )% (0.85 )% (1.52 )% (1.80 )% (0.92 )% (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 September 30, 2014.
** Percentages are annualized.

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For the Three Months Ended September 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 June 30, 2014

$ 83.9968 $ 73.6642 $ 35.6131 $ 40.2542 $ 17.0603 $ 64.8923 $ 88.1153

Net investment income (loss)

(0.2023 ) (0.1862 ) (0.0864 ) (0.1020 ) (0.0419 ) (0.1581 ) (0.1789 )

Net realized and unrealized gain (loss)#

13.1335 33.6339 2.9991 5.7257 2.9566 11.0143 (19.8240 )

Change in net asset value from operations

12.9312 33.4477 2.9127 5.6237 2.9147 10.8562 (20.0029 )

Net asset value, at September 30, 2014

$ 96.9280 $ 107.1119 $ 38.5258 $ 45.8779 $ 19.9750 $ 75.7485 $ 68.1124

Market value per share, at June 30, 2014†

$ 82.11 $ 72.05 $ 35.66 $ 40.29 $ 17.05 $ 64.89 $ 88.08

Market value per share, at September 30, 2014†

$ 98.24 $ 107.60 $ 38.50 $ 45.82 $ 19.96 $ 75.76 $ 68.24

Total Return, at net asset value^

15.4 % 45.4 % 8.2 % 14.0 % 17.1 % 16.7 % (22.7 )%

Total Return, at market value^

19.6 % 49.3 % 8.0 % 13.7 % 17.1 % 16.8 % (22.5 )%

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)

(0.92 )% (0.91 )% (0.93 )% (0.98 )% (0.91 )% (0.92 )% (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 September 30, 2014.
** Percentages are annualized.

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For the Three Months Ended September 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 June 30, 2014

$ 195.9524 $ 180.1407 $ 48.3777 $ 70.1043 $ 25.6654 $ 79.8693

Net investment income (loss)

(0.3890 ) (0.3691 ) (0.1051 ) (0.1442 ) (0.0553 ) (0.1751 )

Net realized and unrealized gain (loss)#

(44.9744 ) (34.9239 ) (7.1796 ) (23.5528 ) (3.8505 ) (11.8185 )

Change in net asset value from operations

(45.3634 ) (35.2930 ) (7.2847 ) (23.6970 ) (3.9058 ) (11.9936 )

Net asset value, at September 30, 2014

$ 150.5890 $ 144.8477 $ 41.0930 $ 46.4073 $ 21.7596 $ 67.8757

Market value per share, at June 30, 2014†

$ 195.95 $ 180.08 $ 49.41 $ 71.76 $ 25.80 $ 80.28

Market value per share, at September 30, 2014†

$ 151.70 $ 144.80 $ 40.59 $ 46.15 $ 21.72 $ 68.24

Total Return, at net asset value^

(23.2 )% (19.6 )% (15.1 )% (33.8 )% (15.2 )% (15.0 )%

Total Return, at market value^

(22.6 )% (19.6 )% (17.9 )% (35.7 )% (15.8 )% (15.0 )%

Ratios to Average Net Assets**

Expense ratio

(0.97 )% (1.09 )% (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)

(0.94 )% (1.06 )% (0.91 )% (0.91 )% (0.91 )% (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 September 30, 2014.
** Percentages are annualized.

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Selected data for a Share outstanding throughout the nine months ended September 30, 2015:

For the Nine Months Ended September 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)

(0.1315 ) (0.1030 ) (0.3887 ) (0.6553 ) (0.6630 ) (0.6608 ) (0.5599 )

Net realized and unrealized gain (loss)#

(0.4190 ) (3.5607 ) 0.6174 (13.5702 ) (67.5750 ) 28.5195 10.0990

Change in net asset value from operations

(0.5505 ) (3.6637 ) 0.2287 (14.2255 ) (68.2380 ) 27.8587 9.5391

Net asset value, at September 30, 2015

$ 20.5849 $ 17.2684 $ 63.8307 $ 47.1749 $ 57.2211 $ 115.6082 $ 87.5181

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 September 30, 2015†

$ 20.81 $ 17.08 $ 63.44 $ 47.64 $ 55.96 $ 114.58 $ 86.17

Total Return, at net asset value^

(2.6 )% (17.5 )% 0.4 % (23.2 )% (54.4 )% 31.7 % 12.2 %

Total Return, at market value^

(2.2 )% (18.6 )% (0.7 )% (22.1 )% (55.5 )% 31.0 % 12.6 %

Ratios to Average Net Assets**

Expense ratio

(0.84 )% (0.97 )% (0.92 )% (1.43 )% (1.65 )% (0.95 )% (1.06 )%

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 )% (0.94 )% (0.89 )% (1.40 )% (1.63 )% (0.92 )% (1.03 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended September 30, 2015.
** Percentages are annualized.

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For the Nine Months Ended September 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)

(0.8587 ) (0.6723 ) (0.7355 ) (0.3052 ) (0.4262 ) (0.1699 ) (0.6161 )

Net realized and unrealized gain (loss)#

14.0351 11.0088 5.1784 3.0082 13.5710 2.9530 (0.8938 )

Change in net asset value from operations

13.1764 10.3365 4.4429 2.7030 13.1448 2.7831 (1.5099 )

Net asset value, at September 30, 2015

$ 97.1341 $ 106.9881 $ 120.0572 $ 42.7647 $ 64.5238 $ 24.3777 $ 87.8237

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 September 30, 2015†

$ 96.84 $ 106.63 $ 122.16 $ 42.78 $ 64.53 $ 24.36 $ 87.82

Total Return, at net asset value^

15.7 % 10.7 % 3.8 % 6.7 % 25.6 % 12.9 % (1.7 )%

Total Return, at market value^

18.1 % 6.4 % 2.3 % 6.9 % 25.6 % 12.7 % (1.7 )%

Ratios to Average Net Assets**

Expense ratio

(1.47 )% (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)

(1.44 )% (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 September 30, 2015.
** Percentages are annualized.

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For the Nine Months Ended September 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)

(0.3140 ) (0.2606 ) (0.4322 ) (0.2573 ) (0.2571 ) (0.1138 ) (0.3686 )

Net realized and unrealized gain (loss)#

(15.9800 ) (28.1317 ) (29.1965 ) (6.5907 ) (8.0594 ) (3.2156 ) (0.7478 )

Change in net asset value from operations

(16.2940 ) (28.3923 ) (29.6287 ) (6.8480 ) (8.3165 ) (3.3294 ) (1.1164 )

Net asset value, at September 30, 2015

$ 35.8402 $ 22.3477 $ 32.0204 $ 33.1531 $ 31.0492 $ 16.5450 $ 55.3583

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 September 30, 2015†

$ 35.88 $ 22.68 $ 32.19 $ 33.23 $ 30.53 $ 16.53 $ 55.38

Total Return, at net asset value^

(31.3 )% (56.0 )% (48.1 )% (17.1 )% (21.1 )% (16.8 )% (2.0 )%

Total Return, at market value^

(30.2 )% (56.3 )% (49.0 )% (13.5 )% (19.8 )% (16.5 )% (1.9 )%

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)

(0.92 )% (0.99 )% (1.23 )% (0.91 )% (0.90 )% (0.92 )% (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 September 30, 2015.
** Percentages are annualized.

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Selected data for a Share outstanding throughout the nine months ended September 30, 2014:

For the Nine Months Ended September 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 $ 77.1837 $ 67.4993 $ 335.4203 $ 63.2936 $ 31.7301 $ 69.9635

Net investment income (loss)

(0.1518 ) (0.4227 ) (0.7883 ) (2.4990 ) (0.3965 ) (0.1953 ) (0.3585 )

Net realized and unrealized gain (loss)#

(7.5658 ) (12.7417 ) 8.1024 (184.0896 ) 6.2594 (0.7433 ) (23.2868 )

Change in net asset value from operations

(7.7176 ) (13.1644 ) 7.3141 (186.5886 ) 5.8629 (0.9386 ) (23.6453 )

Net asset value, at September 30, 2014

$ 20.8211 $ 64.0193 $ 74.8134 $ 148.8317 $ 69.1565 $ 30.7915 $ 46.3182

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 September 30, 2014†

$ 20.78 $ 63.88 $ 74.94 $ 148.15 $ 67.85 $ 30.60 $ 46.48

Total Return, at net asset value^

(27.0 )% (17.1 )% 10.8 % (55.6 )% 9.3 % (3.0 )% (33.8 )%

Total Return, at market value^

(27.2 )% (17.2 )% 11.1 % (55.9 )% 16.2 % (3.1 )% (33.0 )%

Ratios to Average Net Assets**

Expense ratio

(0.87 )% (0.86 )% (1.51 )% (1.78 )% (0.95 )% (0.97 )% (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)

(0.83 )% (0.82 )% (1.47 )% (1.75 )% (0.91 )% (0.93 )% (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 September 30, 2014.
** Percentages are annualized.

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For the Nine Months Ended September 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)

(0.5973 ) (0.5505 ) (0.2496 ) (0.3090 ) (0.1173 ) (0.4498 ) (0.5636 )

Net realized and unrealized gain (loss)#

(5.9927 ) 17.8804 3.1887 (0.4515 ) 3.0310 5.3343 (9.0499 )

Change in net asset value from operations

(6.5900 ) 17.3299 2.9391 (0.7605 ) 2.9137 4.8845 (9.6135 )

Net asset value, at September 30, 2014

$ 96.9280 $ 107.1119 $ 38.5258 $ 45.8779 $ 19.9750 $ 75.7485 $ 68.1124

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 September 30, 2014†

$ 98.24 $ 107.60 $ 38.50 $ 45.82 $ 19.96 $ 75.76 $ 68.24

Total Return, at net asset value^

(6.4 )% 19.3 % 8.3 % (1.6 )% 17.1 % 6.9 % (12.4 )%

Total Return, at market value^

(5.1 )% 19.3 % 8.0 % (1.8 )% 17.0 % 6.8 % (10.8 )%

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 )% (0.90 )% (0.92 )% (0.96 )% (0.90 )% (0.89 )% (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 September 30, 2014.
** Percentages are annualized.

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For the Nine Months Ended September 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)

(1.1510 ) (1.2866 ) (0.3155 ) (0.4388 ) (0.1697 ) (0.5217 )

Net realized and unrealized gain (loss)#

(8.7095 ) (9.2191 ) 0.1532 (16.4844 ) (4.1053 ) (6.1287 )

Change in net asset value from operations

(9.8605 ) (10.5057 ) (0.1623 ) (16.9232 ) (4.2750 ) (6.6504 )

Net asset value, at September 30, 2014

$ 150.5890 $ 144.8477 $ 41.0930 $ 46.4073 $ 21.7596 $ 67.8757

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 September 30, 2014†

$ 151.70 $ 144.80 $ 40.59 $ 46.15 $ 21.72 $ 68.24

Total Return, at net asset value^

(6.1 )% (6.8 )% (0.4 )% (26.7 )% (16.4 )% (8.9 )%

Total Return, at market value^

(5.8 )% (7.8 )% (1.6 )% (26.8 )% (16.4 )% (8.3 )%

Ratios to Average Net Assets**

Expense ratio

(0.98 )% (1.11 )% (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 )% (1.07 )% (0.91 )% (0.91 )% (0.90 )% (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 September 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.

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Gold and silver historically exhibit persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly. It is generally believed this is because the market needs to build inventories for most of the year in order to have enough storage to make it through a normal winter. Periods of backwardation are typically thought to be caused by demand shocks or supply shortages such as an unusually cold winter or a hurricane.

Shareholder Concentration

As of September 30, 2015, ProShares Morningstar Alternatives Solution ETF, an ETF affiliated with the Funds, owned 50% 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. The subsequent events were as follows:

On October 27, 2015, the Trust announced a 2-for-1 split of the Shares of beneficial interest of ProShares UltraShort Silver.

The split will decrease the price per Share of the Fund with a proportionate increase in the number of Shares outstanding. For example, for a 2-for-1 split, every one pre-split Share will result in the receipt of two post-split Shares, which will be priced at half the NAV of a pre-split Share.

The split will be effective for shareholders of record after the close of the markets on November 10, 2015. The split will be effective at the market open on November 13, 2015, when the Fund will begin trading at its post-split price. The ticker symbol for the Fund will not change.

Ticker

Fund

Split Ratio

ZSL

UltraShort Silver 2:1

The Shares outstanding and per Share information for ProShares UltraShort Silver disclosed in the financial statements and notes to the financial statements have not been retroactively adjusted to give effect to the split. Presented below are pro forma Shares outstanding and per Share information after giving retroactive effect for the split.

Pro forma information, giving retroactive effect to the split, is as follows:

For the Three Months Ended September 30, 2015 (unaudited)

Per Share Operating Performance

Net asset value, at June 30, 2015

$ 54.7157

Net investment income (loss)

(0.1375 )

Net realized and unrealized gain (loss)

5.4504

Change in net asset value from operations

5.3129

Net asset value, at September 30, 2015

$ 60.0286

Market value per share, at June 30, 2015

$ 54.27

Market value per share, at September 30, 2015

$ 61.08

For the Nine Months Ended September 30, 2015 (unaudited)

Per Share Operating Performance

Net asset value, at December 31, 2014

$ 57.8071

Net investment income (loss)

(0.3677 )

Net realized and unrealized gain (loss)

2.5892

Change in net asset value from operations

2.2215

Net asset value, at September 30, 2015

$ 60.0286

Market value per share, at December 31, 2014

$ 59.70

Market value per share, at September 30, 2015

$ 61.08

As of September 30, 2015 and December 31, 2014 (unaudited)

Shares outstanding

Shares outstanding, at September 30, 2015

916,978

Shares outstanding, at December 31, 2014

916,978

For the Three Months Ended September 30, 2015 (unaudited)

Net income (loss) per weighted-average share

Net income (loss) per weighted-average share

$ 6.50

Weighted-average shares outstanding

939,802

For the Nine Months Ended September 30, 2015 (unaudited)

Net income (loss) per weighted-average share

Net income (loss) per weighted-average share

$ 5.73

Weighted-average shares outstanding

1,028,332

Pro forma information, giving retroactive effect to the split, is as follows:

For the Three Months Ended September 30, 2014 (unaudited)

Per Share Operating Performance

Net asset value, at June 30, 2014

$ 36.8321

Net investment income (loss)

(0.0931 )

Net realized and unrealized gain (loss)

16.8169

Change in net asset value from operations

16.7238

Net asset value, at September 30, 2014

$ 53.5559

Market value per share, at June 30, 2014

$ 36.03

Market value per share, at September 30, 2014

$ 53.80

For the Nine Months Ended September 30, 2014 (unaudited)

Per Share Operating Performance

Net asset value, at December 31, 2013

$ 44.8910

Net investment income (loss)

(0.2752 )

Net realized and unrealized gain (loss)

8.9401

Change in net asset value from operations

8.6649

Net asset value, at September 30, 2014

$ 53.5559

Market value per share, at December 31, 2013

$ 45.10

Market value per share, at September 30, 2014

$ 53.80

For the Three Months Ended September 30, 2014 (unaudited)

Net income (loss) per weighted-average share

Net income (loss) per weighted-average share

$ 15.62

Weighted-average shares outstanding

1,388,716

For the Nine Months Ended September 30, 2014 (unaudited)

Net income (loss) per weighted-average share

Net income (loss) per weighted-average share

$ 7.79

Weighted-average shares outstanding

1,648,114

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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 September 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.

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.

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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.

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.

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.

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.

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Liquidity and Capital Resources

In order to collateralize derivatives positions in indices, commodities or currencies, a significant portion of the net assets of each Fund is held in cash and/or U.S. Treasury securities, agency securities, or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. dollars or the applicable foreign currency with respect to a Currency Fund). A portion of these investments may be posted as collateral in connection with swap agreements and each Fund’s trading in futures and forward contracts. The percentage that U.S. Treasury bills and other short-term fixed-income securities bear to the shareholders’ equity of each Fund varies from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the three and nine months ended September 30, 2015 and 2014 each of the Funds earned interest income as follows:

Fund

Interest
Income Three
Months
Ended

September 30,
2015
Interest
Income Three
Months
Ended
September 30,
2014
Interest
Income

Nine Months
Ended
September 30,
2015
Interest
Income Nine
Months
Ended
September 30,
2014

ProShares VIX Short-Term Futures ETF

$ 9,963 $ 6,363 $ 31,098 $ 40,577

ProShares VIX Mid-Term Futures ETF

1,084 3,406 5,960 13,659

ProShares Short VIX Short-Term Futures ETF

34,056 16,267 78,709 60,496

ProShares Ultra VIX Short-Term Futures ETF

22,679 13,610 87,173 55,542

ProShares UltraShort Bloomberg Commodity

407 295 1,403 947

ProShares UltraShort Bloomberg Crude Oil

9,198 24,612 45,693 100,900

ProShares UltraShort Bloomberg Natural Gas

880 2,392 2,460 15,332

ProShares UltraShort Gold

7,442 7,015 22,233 34,960

ProShares UltraShort Silver

3,685 5,567 13,863 26,362

ProShares Short Euro

989 1,279 3,652 3,684

ProShares UltraShort Australian Dollar

1,058 1,375 2,914 7,366

ProShares UltraShort Euro

41,312 41,636 163,405 170,287

ProShares UltraShort Yen

28,980 28,871 113,947 163,880

ProShares Ultra Bloomberg Commodity

39 351 525 1,070

ProShares Ultra Bloomberg Crude Oil

75,891 11,935 217,460 44,923

ProShares Ultra Bloomberg Natural Gas

3,636 3,296 15,020 11,380

ProShares Ultra Gold

5,853 13,569 27,485 45,026

ProShares Ultra Silver

35,179 41,216 109,726 155,173

ProShares Ultra Euro

514 231 2,076 936

ProShares Ultra Yen

1,069 167 1,819 988

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.

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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.

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.

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Off-Balance Sheet Arrangements and Contractual Obligations

As of November 2, 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 nine months ended September 30, 2015.

Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes. For financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations.

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

Fair value pricing may require subjective determinations about the value of an investment. While each Leveraged and VIX Fund’s policy is intended to result in a calculation of the Leveraged or the VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, the Leveraged and the VIX Funds cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the Leveraged or the VIX Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale).

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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. From January 1, 2014 through July 30, 2014, the Sponsor paid brokerage commissions on VIX futures contracts for the Matching VIX Funds. On July 31, 2014, the Sponsor began paying and is currently paying, brokerage commissions on VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

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Results of Operations for the Three Months Ended September 30, 2015 Compared to the Three Months Ended September 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 September 30, 2014 have not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015:

Three Months
Ended
September 30,
2015

NAV beginning of period

$ 9,224,129

NAV end of period

$ 9,263,423

Percentage change in NAV

0.4 %

Shares outstanding beginning of period

450,010

Shares outstanding end of period

450,010

Percentage change in shares outstanding

0.0 %

Shares created

150,000

Shares redeemed

150,000

Per share NAV beginning of period

$ 20.50

Per share NAV end of period

$ 20.58

Percentage change in per share NAV

0.4 %

Percentage change in benchmark

0.7 %

Benchmark annualized volatility

5.6 %

During the three months ended September 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 the daily performance of the S&P Strategic Futures Index. There was no net change in the Fund’s outstanding Shares from June 30, 2015 to September 30, 2015.

For the three months ended September 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 September 30, 2015, the Fund’s per Share NAV reached its high for the period on July 10, 2015 at $20.69 per Share and reached its low for the period on August 10, 2015 at $20.26 per Share.

The benchmark’s rise of 0.7% for the three months ended September 30, 2015, can be attributed to an appreciation in value of the futures contracts that make up the S&P Strategic Futures Index during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015:

Three Months
Ended
September 30, 2015

Net investment income (loss)

$ (19,272 )

Brokerage commissions

2,206

Offering costs

16,581

Reduction to Limitation by Sponsor

485

Net realized gain (loss)

(180,345 )

Change in net unrealized appreciation/depreciation

208,302

Net income (loss)

$ 8,685

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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 September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 169,655,175 $ 98,364,760

NAV end of period

$ 110,946,378 $ 140,018,132

Percentage change in NAV

(34.6 )% 42.3 %

Shares outstanding beginning of period

12,549,812 5,174,812

Shares outstanding end of period

6,424,812 6,724,812

Percentage change in shares outstanding

(48.8 )% 30.0 %

Shares created

1,875,000 3,475,000

Shares redeemed

8,000,000 1,925,000

Per share NAV beginning of period

$ 13.52 $ 19.01

Per share NAV end of period

$ 17.27 $ 20.82

Percentage change in per share NAV

27.7 % 9.5 %

Percentage change in benchmark

27.9 % 9.8 %

Benchmark annualized volatility

101.9 % 52.7 %

During the three months ended September 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 12,549,812 outstanding Shares at June 30, 2015 to 6,424,812 outstanding Shares at September 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 daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended September 30, 2014, the increase in the Fund’s NAV resulted from an increase from 5,174,812 outstanding Shares at June 30, 2014 to 6,724,812 outstanding Shares at September 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 daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended September 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 increase of 27.7% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 9.5% for the three months ended September 30, 2014, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on September 1, 2015 at $20.25 per Share and reached its low for the period on August 10, 2015 at $10.35 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on August 7, 2014 at $23.20 per Share and reached its low for the period on September 18, 2014 at $18.06 per Share.

The benchmark’s rise of 27.9% for the three months ended September 30, 2015, as compared to the benchmark’s rise of 9.8% for the three months ended September 30, 2014, can be attributed to a greater rise in the prices of the near-term futures contracts on the VIX futures curve during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (318,561 ) $ (253,370 )

Management fee

279,410 235,234

Brokerage commissions

49,114 24,499

Net realized gain (loss)

63,978,915 (2,987,868 )

Change in net unrealized appreciation/depreciation

(12,752,970 ) 19,042,796

Net income (loss)

$ 50,907,384 $ 15,801,558

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The Fund’s net income increased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a greater rise in the prices of the near-term futures contracts on the VIX futures curve during the three months ended September 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 September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 26,777,867 $ 40,535,994

NAV end of period

$ 31,111,315 $ 45,613,786

Percentage change in NAV

16.2 % 12.5 %

Shares outstanding beginning of period

487,404 656,251

Shares outstanding end of period

487,404 712,501

Percentage change in shares outstanding

0.0 % 8.6 %

Shares created

118,750

Shares redeemed

62,500

Per share NAV beginning of period

$ 54.94 $ 61.77

Per share NAV end of period

$ 63.83 $ 64.02

Percentage change in per share NAV

16.2 % 3.6 %

Percentage change in benchmark

16.5 % 4.0 %

Benchmark annualized volatility

47.2 % 23.4 %

During the three months ended September 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 the daily performance of the S&P 500 VIX Mid-Term Futures Index. There was no net change in the Fund’s outstanding Shares from June 30, 2015 to September 30, 2015. By comparison, during the three months ended September 30, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 656,251 outstanding Shares at June 30, 2014 to 712,501 outstanding Shares at September 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 daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the three months ended September 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 increase of 16.2% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 3.6% for the three months ended September 30, 2014, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on September 1, 2015 at $69.30 per Share and reached its low for the period on August 10, 2015 at $49.68 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on August 7, 2014 at $66.93 per Share and reached its low for the period on August 19, 2014 at $58.76 per Share.

The benchmark’s rise of 16.5% for the three months ended September 30, 2015, as compared to the benchmark’s rise of 4.0% for the three months ended September 30, 2014, can be attributed to a greater rise in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended September 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (59,501 ) $ (92,236 )

Management fee

58,899 92,676

Brokerage commissions

1,686 2,966

Net realized gain (loss)

632,005 (4,036,024 )

Change in net unrealized appreciation/depreciation

3,760,944 5,997,445

Net income (loss)

$ 4,333,448 $ 1,869,185

The Fund’s net income increased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a greater rise in the prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended September 30, 2015.

ProShares Short VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 189,250,124 $ 181,236,514

NAV end of period

$ 629,787,391 $ 310,478,773

Percentage change in NAV

232.8 % 71.3 %

Shares outstanding beginning of period

2,400,040 2,050,040

Shares outstanding end of period

13,350,040 4,150,040

Percentage change in shares outstanding

456.2 % 102.4 %

Shares created

14,150,000 4,450,000

Shares redeemed

3,200,000 2,350,000

Per share NAV beginning of period

$ 78.85 $ 88.41

Per share NAV end of period

$ 47.17 $ 74.81

Percentage change in per share NAV

(40.2 )% (15.4 )%

Percentage change in benchmark

27.9 % 9.8 %

Benchmark annualized volatility

101.9 % 52.7 %

During the three months ended September 30, 2015, the increase in the Fund’s NAV resulted from an increase from 2,400,040 outstanding Shares at June 30, 2015 to 13,350,040 outstanding Shares at September 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 inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended September 30, 2014, the increase in the Fund’s NAV resulted from an increase from 2,050,040 outstanding Shares at June 30, 2014 to 4,150,040 outstanding Shares at September 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 the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended September 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 40.2% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 15.4% for the three months ended September 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on August 10, 2015 at $96.70 per Share and reached its low for the period on September 1, 2015 at $43.58 per Share.

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By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on July 3, 2014 at $92.60 per Share and reached its low for the period on August 7, 2014 at $69.91 per Share.

The benchmark’s rise of 27.9% for the three months ended September 30, 2015, as compared to the benchmark’s rise of 9.8% for the three months ended September 30, 2014, can be attributed to a greater rise in the prices of the near-term futures contracts on the VIX Futures curve during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (1,375,292 ) $ (989,160 )

Management fee

939,029 620,236

Brokerage commissions

470,319 385,191

Net realized gain (loss)

(74,076,312 ) 18,154,494

Change in net unrealized appreciation/depreciation

(45,248,790 ) (33,971,541 )

Net income (loss)

$ (120,700,394 ) $ (16,806,207 )

The Fund’s net income decreased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a greater rise in the prices of the near-term futures contracts on the VIX futures curve during the three months ended September 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 September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 431,922,188 $ 295,261,247

NAV end of period

$ 334,883,798 $ 258,077,177

Percentage change in NAV

(22.5 )% (12.6 )%

Shares outstanding beginning of period

9,702,448 2,224,020

Shares outstanding end of period

5,852,448 1,734,020

Percentage change in shares outstanding

(39.7 )% (22.0 )%

Shares created

21,300,000 2,340,000

Shares redeemed

25,150,000 2,830,000

Per share NAV beginning of period

$ 44.52 $ 132.76

Per share NAV end of period

$ 57.22 $ 148.83

Percentage change in per share NAV

28.5 % 12.1 %

Percentage change in benchmark

27.9 % 9.8 %

Benchmark annualized volatility

101.9 % 52.7 %

During the three months ended September 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 a decrease from 9,702,448 outstanding Shares at June 30, 2015 to 5,852,448 outstanding Shares at September 30, 2015. By comparison, during the three months ended September 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 2,224,020 outstanding Shares at June 30, 2014 to 1,734,020 outstanding Shares at September 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 S&P 500 VIX Short-Term Futures Index.

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For the three months ended September 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 28.5% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 12.1% for the three months ended September 30, 2014, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on September 1, 2015 at $85.62 per Share and reached its low for the period on August 10, 2015 at $24.46 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on August 7, 2014 at $190.50 per Share and reached its low for the period on September 18, 2014 at $113.65 per Share.

The benchmark’s rise of 27.9% for the three months ended September 30, 2015, as compared to the benchmark’s rise of 9.8% for the three months ended September 30, 2014, can be attributed to a greater rise in the prices of the near-term futures contracts on the VIX futures curve during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (1,444,542 ) $ (1,308,139 )

Management fee

807,006 689,515

Brokerage commissions

660,215 632,234

Net realized gain (loss)

245,662,014 (4,709,504 )

Change in net unrealized appreciation/depreciation

(63,659,145 ) 89,179,537

Net income (loss)

$ 180,558,327 $ 83,161,894

The Fund’s net income increased for the three months ended September, 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a greater rise in the prices of the near-term futures contracts on the VIX futures curve during the three months ended September 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 September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 5,216,200 $ 3,254,416

NAV end of period

$ 6,936,148 $ 4,149,184

Percentage change in NAV

33.0 % 27.5 %

Shares outstanding beginning of period

59,997 59,997

Shares outstanding end of period

59,997 59,997

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 86.94 $ 54.24

Per share NAV end of period

$ 115.61 $ 69.16

Percentage change in per share NAV

33.0 % 27.5 %

Percentage change in benchmark

(14.5 ) % (11.8 )%

Benchmark annualized volatility

17.6 % 7.8 %

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During the three months ended September 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 the Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from June 30, 2015 to September 30, 2015. By comparison, during the three months ended September 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 inverse of the daily performance of the Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from June 30, 2014 to September 30, 2014.

For the three months ended September 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 33.0% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 27.5% for the three months ended September 30, 2014, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on August 26, 2015 at $124.46 per Share and reached its low for the period on July 2, 2015 at $88.31 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 23, 2014 at $69.36 per Share and reached its low for the period on July 2, 2014 at $54.51 per Share.

The benchmark’s decline of 14.5% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 11.8% for the three months ended September 30, 2014, can be attributed to a greater depreciation of the underlying components of the index during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (15,054 ) $ (8,532 )

Management fee

15,461 8,827

Net realized gain (loss)

1,287,180 502,115

Change in net unrealized appreciation/depreciation

447,822 401,185

Net income (loss)

$ 1,719,948 $ 894,768

The Fund’s net income increased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a greater decline in the Fund’s benchmark index during the three months ended September 30, 2015.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 180,092,283 $ 362,599,585

NAV end of period

$ 141,774,453 $ 196,140,063

Percentage change in NAV

(21.3 )% (45.9 )%

Shares outstanding beginning of period

3,169,944 14,719,944

Shares outstanding end of period

1,619,944 6,369,944

Percentage change in shares outstanding

(48.9 )% (56.7 )%

Shares created

1,050,000 250,000

Shares redeemed

2,600,000 8,600,000

Per share NAV beginning of period

$ 56.81 $ 24.63

Per share NAV end of period

$ 87.52 $ 30.79

Percentage change in per share NAV

54.1 % 25.0 %

Percentage change in benchmark

(27.4 ) % (11.8 )%

Benchmark annualized volatility

51.4 % 18.3 %

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During the three months ended September 30, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 3,169,944 outstanding Shares at June 30, 2015 to 1,619,944 outstanding Shares at September 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 Bloomberg WTI Crude Oil Subindex SM . By comparison, during the three months ended September 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 14,719,944 outstanding Shares at June 30, 2014 to 6,369,944 outstanding Shares at September 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 inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex SM .

For the three months ended September 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 54.1% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 25.0% for the three months ended September 30, 2014, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on August 24, 2015 at $134.50 per Share and reached its low for the period on July 1, 2015 at $61.48 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 10, 2014 at $31.28 per Share and reached its low for the period on July 1, 2014 at $24.63 per Share.

The benchmark’s decline of 27.4 % for the three months ended September 30, 2015, as compared to the decline of 11.8% for the three months ended September 30, 2014, can be attributed to a greater decrease in the price of WTI Crude Oil during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (463,183 ) $ (639,303 )

Management fee

409,809 648,492

Brokerage commissions

62,572 15,423

Net realized gain (loss)

86,619,380 42,556,429

Change in net unrealized appreciation/depreciation

(593,425 ) 29,108,049

Net income (loss)

$ 85,562,772 $ 71,025,175

The Fund’s net income increased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a greater decrease in the price of WTI Crude Oil during the three months ended September 30, 2015.

ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 13,085,851 $ 49,682,009

NAV end of period

$ 12,137,105 $ 19,683,020

Percentage change in NAV

(7.3 )% (60.4 )%

Shares outstanding beginning of period

174,952 1,224,952

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Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Shares outstanding end of period

124,952 424,952

Percentage change in shares outstanding

(28.6 )% (65.3 )%

Shares created

100,000

Shares redeemed

150,000 800,000

Per share NAV beginning of period

$ 74.80 $ 40.56

Per share NAV end of period

$ 97.13 $ 46.32

Percentage change in per share NAV

29.9 % 14.2 %

Percentage change in benchmark

(15.0 ) % (9.3 )%

Benchmark annualized volatility

28.3 % 28.0 %

During the three months ended September 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 174,952 outstanding Shares at June 30, 2015 to 124,952 outstanding Shares at September 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 Bloomberg Natural Gas Subindex SM . By comparison, during the three months ended September 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 1,224,952 outstanding Shares at June 30, 2014 to 424,952 outstanding Shares at September 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 inverse of the daily performance of the Bloomberg Natural Gas Subindex SM .

For the three months ended September 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 29.9% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 14.2% for the three months ended September 30, 2014, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on September 30, 2015 at $97.13 per Share and reached its low for the period on August 12, 2015 at $68.64 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on July 28, 2014 at $55.42 per Share and reached its low for the period on July 1, 2014 at $40.63 per Share.

The benchmark’s decline of 15.0% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 9.3% for the three months ended September 30, 2014, can be attributed to a greater decrease in the price of Henry Hub Natural Gas during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (37,310 ) $ (86,019 )

Management fee

26,131 73,623

Brokerage commissions

12,059 14,788

Net realized gain (loss)

1,310,640 13,918,788

Change in net unrealized appreciation/depreciation

2,387,743 (4,337,011 )

Net income (loss)

$ 3,661,073 $ 9,495,758

The Fund’s net income decreased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a greater decrease in the price of Henry Hub Natural Gas during the three months ended September 30, 2015.

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ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 73,951,674 $ 83,742,981

NAV end of period

$ 74,568,380 $ 82,095,909

Percentage change in NAV

0.8 % (2.0 )%

Shares outstanding beginning of period

746,978 996,978

Shares outstanding end of period

696,978 846,978

Percentage change in shares outstanding

(6.7 )% (15.0 )%

Shares created

50,000

Shares redeemed

50,000 200,000

Per share NAV beginning of period

$ 99.00 $ 84.00

Per share NAV end of period

$ 106.99 $ 96.93

Percentage change in per share NAV

8.1 % 15.4 %

Percentage change in benchmark

(4.9 ) % (7.5 )%

Benchmark annualized volatility

15.5 % 10.6 %

During the three months ended September 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 gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price . The increase in the Fund’s NAV was offset by a decrease from 746,978 outstanding Shares at June 30, 2015 to 696,978 outstanding Shares at September 30, 2015. By comparison, during the three months ended September 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 996,978 outstanding Shares at June 30, 2014 to 846,978 outstanding Shares at September 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 inverse of the daily performance of gold bullion as measured by the U.S. dollar p.m. fixing price for delivery in London.

For the three months ended September 30, 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 8.1% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 15.4% for the three months ended September 30, 2014, was primarily due to a lesser appreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on July 24, 2015 at $115.60 per Share and reached its low for the period on August 24, 2015 at $98.67 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 22, 2014 at $97.47 per Share and reached its low for the period on July 10, 2014 at $80.73 per Share.

The benchmark’s decline of 4.9% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 7.5% for the three months ended September 30, 2014, can be attributed to a lesser decrease in the price of spot gold in U.S. dollar terms during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (181,720 ) $ (185,871 )

Management fee

189,154 192,878

Brokerage commissions

8 8

Net realized gain (loss)

5,632,017 (4,375,421 )

Change in net unrealized appreciation/depreciation

367,548 16,208,294

Net income (loss)

$ 5,817,845 $ 11,647,002

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The Fund’s net income decreased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a lesser decrease in the price of spot gold in U.S. dollar terms during the three months ended September 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 September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 61,116,236 $ 52,190,256

NAV end of period

$ 55,044,902 $ 59,820,800

Percentage change in NAV

(9.9 )% 14.6 %

Shares outstanding beginning of period

558,489 708,489

Shares outstanding end of period

458,489 558,489

Percentage change in shares outstanding

(17.9 )% (21.2 )%

Shares created

50,000 100,000

Shares redeemed

150,000 250,000

Per share NAV beginning of period

$ 109.43 $ 73.66

Per share NAV end of period

$ 120.06 $ 107.11

Percentage change in per share NAV

9.7 % 45.4 %

Percentage change in benchmark

(6.7 ) % (18.0 )%

Benchmark annualized volatility

24.2 % 16.5 %

During the three months ended September 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 558,489 outstanding Shares at June 30, 2015 to 458,489 outstanding Shares at September 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 silver bullion as measured by the London Silver Price. By comparison, during the three months ended September 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 inverse of the daily performance of silver bullion as measured by the London Silver Price. The increase in the Fund’s NAV was offset by a decrease from 708,489 outstanding Shares at June 30, 2014 to 558,489 outstanding Shares at September 30, 2014.

For the three months ended September 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 9.7% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 45.4% for the three months ended September 30, 2014, was primarily due to a lesser appreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on August 27, 2015 at $127.97 per Share and reached its low for the period on August 20, 2015 at $109.19 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 30, 2014 at $107.11 per Share and reached its low for the period on July 10, 2014 at $69.31 per Share.

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The benchmark’s decline of 6.7% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 18.0% for the three months ended September 30, 2014, can be attributed to a lesser decrease in the price of spot silver in U.S. dollar terms during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (129,265 ) $ (129,289 )

Management fee

132,942 134,847

Brokerage commissions

8 9

Net realized gain (loss)

9,309,270 (1,121,493 )

Change in net unrealized appreciation/depreciation

(3,066,914 ) 22,946,203

Net income (loss)

$ 6,113,091 $ 21,695,421

The Fund’s net income decrease for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a lesser decrease in the price of spot silver in U.S. dollar terms during the three months ended September 30, 2015.

ProShares Short Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 19,360,122 $ 14,245,423

NAV end of period

$ 34,211,934 $ 17,336,789

Percentage change in NAV

76.7 % 21.7 %

Shares outstanding beginning of period

450,005 400,005

Shares outstanding end of period

800,005 450,005

Percentage change in shares outstanding

77.8 % 12.5 %

Shares created

450,000 50,000

Shares redeemed

100,000

Per share NAV beginning of period

$ 43.02 $ 35.61

Per share NAV end of period

$ 42.76 $ 38.53

Percentage change in per share NAV

(0.6 )% 8.2 %

Percentage change in benchmark

0.2 % (7.8 )%

Benchmark annualized volatility

11.2 % 4.8 %

During the three months ended September 30, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 450,005 outstanding Shares at June 30, 2015 to 800,005 outstanding Shares at September 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 inverse of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the three months ended September 30, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 400,005 outstanding shares at June 30, 2014 to 450,005 outstanding shares at September 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 September 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 0.6% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 8.2% for the three months ended September 30, 2014, was primarily due to depreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

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During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on July 20, 2015 at $44.22 per Share and reached its low for the period on August 24, 2015 at $41.24 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 30, 2014 at $38.53 per Share and reached its low for the period on July 1, 2014 at $35.65 per Share.

The benchmark’s rise of 0.2% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 7.8% for the three months ended September 30, 2014, can be attributed to a rise in the value of the euro versus the U.S. dollar during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (47,612 ) $ (37,429 )

Management fee

47,369 38,144

Brokerage commissions

1,232 564

Net realized gain (loss)

45,349 767,314

Change in net unrealized appreciation/depreciation

(77,397 ) 541,678

Net income (loss)

$ (79,660 ) $ 1,271,563

The Fund’s net income decreased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a rise in the value of the euro versus the U.S. dollar during the three months ended September 30, 2015.

ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 19,093,705 $ 20,127,301

NAV end of period

$ 22,583,663 $ 20,645,274

Percentage change in NAV

18.3 % 2.6 %

Shares outstanding beginning of period

350,005 500,005

Shares outstanding end of period

350,005 450,005

Percentage change in shares outstanding

0.0 % (10.0 )%

Shares created

Shares redeemed

50,000

Per share NAV beginning of period

$ 54.55 $ 40.25

Per share NAV end of period

$ 64.52 $ 45.88

Percentage change in per share NAV

18.3 % 14.0 %

Percentage change in benchmark

(9.0 ) % (7.1 )%

Benchmark annualized volatility

11.4 % 7.1 %

During the three months ended September 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 the spot price of the Australian dollar versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2015 to September 30, 2015. By comparison, during the three months ended September 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 inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. The increase in the Fund’s NAV was offset by a decrease from 500,005 outstanding Shares at June 30, 2014 to 450,005 outstanding Shares at September 30, 2014.

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For the three months ended September 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 18.3% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 14.0% for the three months ended September 30, 2014, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on September 4, 2015 at $66.75 per Share and reached its low for the period on July 1, 2015 at $55.50 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 29, 2014 at $46.12 per Share and reached its low for the period on July 1, 2014 at $39.67 per Share.

The benchmark’s decline of 9.0% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 7.1% for the three months ended September 30, 2014, can be attributed to a greater decline in the value of the Australian dollar versus the U.S. dollar during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (54,415 ) $ (50,580 )

Management fee

51,046 49,101

Brokerage commissions

4,427 2,854

Net realized gain (loss)

3,397,069 549,800

Change in net unrealized appreciation/depreciation

147,304 2,248,917

Net income (loss)

$ 3,489,958 $ 2,748,137

The Fund’s net income increased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a greater decline in the value of the Australian dollar versus the U.S. dollar during the three months ended September 30, 2015.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 629,617,014 $ 440,156,895

NAV end of period

$ 547,279,138 $ 472,408,248

Percentage change in NAV

(13.1 )% 7.3 %

Shares outstanding beginning of period

25,450,014 25,800,014

Shares outstanding end of period

22,450,014 23,650,014

Percentage change in shares outstanding

(11.8 )% (8.3 )%

Shares created

300,000

Shares redeemed

3,000,000 2,450,000

Per share NAV beginning of period

$ 24.74 $ 17.06

Per share NAV end of period

$ 24.38 $ 19.97

Percentage change in per share NAV

(1.5 )% 17.1 %

Percentage change in benchmark

0.2 % (7.8 )%

Benchmark annualized volatility

11.2 % 4.8 %

During the three months ended September 30, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 25,450,014 outstanding Shares at June 30, 2015 to 22,450,014 outstanding Shares at September 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 spot price of the euro versus the U.S. dollar. By comparison, during the three months ended September 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 inverse of the daily performance of the spot price of the euro versus the U.S. dollar. The increase in the Fund’s NAV was offset by a decrease from 25,800,014 outstanding Shares at June 30, 2014 to 23,650,014 outstanding Shares at September 30, 2014.

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For the three months ended September 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 1.5% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 17.1% for the three months ended September 30, 2014, was primarily due to depreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on July 20, 2015 at $26.15 per Share and reached its low for the period on August 24, 2015 at $22.71 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 30, 2014 at $19.97 per Share and reached its low for the period on July 1, 2014 at $17.09 per Share.

The benchmark’s rise of 0.2% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 7.8% for the three months ended September 30, 2014, can be attributed to a rise in the value of the euro versus the U.S. dollar during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

Net investment income (loss)

$ (1,351,762 ) $ (1,070,109 )

Management fee

1,393,074 1,111,745

Net realized gain (loss)

(8,170,779 ) 32,041,814

Change in net unrealized appreciation/depreciation

862,749 42,901,264

Net income (loss)

$ (8,659,792 ) $ 73,872,969

The Fund’s net income decreased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a rise in the value of the euro versus the U.S. dollar during the three months ended September 30, 2015.

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30, 2015
Three Months
Ended
September 30, 2014

NAV beginning of period

$ 405,516,052 $ 353,617,215

NAV end of period

$ 302,929,598 $ 435,500,662

Percentage change in NAV

(25.3 )% 23.2 %

Shares outstanding beginning of period

4,399,294 5,449,294

Shares outstanding end of period

3,449,294 5,749,294

Percentage change in shares outstanding

(21.6 )% 5.5 %

Shares created

300,000 900,000

Shares redeemed

1,250,000 600,000

Per share NAV beginning of period

$ 92.18 $ 64.89

Per share NAV end of period

$ 87.82 $ 75.75

Percentage change in per share NAV

(4.7 )% 16.7 %

Percentage change in benchmark

2.0 % (7.6 )%

Benchmark annualized volatility

9.8 % 5.1 %

During the three months ended September 30, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,399,294 outstanding Shares at June 30, 2015 to 3,449,294 outstanding Shares at September 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

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correspond to 2x of the inverse of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the three months ended September 30, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 5,449,294 outstanding Shares at June 30, 2014 to 5,749,294 outstanding Shares at September 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 Japanese yen versus the U.S. dollar.

For the three months ended September 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 4.7% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 16.7% for the three months ended September 30, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on August 11, 2015 at $96.04 per Share and reached its low for the period on August 24, 2015 at $85.92 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 30, 2014 at $75.75 per Share and reached its low for the period on July 17, 2014 at $64.75 per Share.

The benchmark’s rise of 2.0% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 7.6% for the three months ended September 30, 2014, can be attributed to a rise in the value of the Japanese yen versus the U.S. dollar during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

Net investment income (loss)

$ (865,306 ) $ (866,070 )

Management fee

894,286 894,941

Net realized gain (loss)

(32,435,270 ) 15,788,078

Change in net unrealized appreciation/depreciation

13,328,255 44,786,922

Net income (loss)

$ (19,972,321 ) $ 59,708,930

The Fund’s net income decreased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a rise in the value of the Japanese yen versus the U.S. dollar during the three months ended September 30, 2015.

ProShares Ultra Bloomberg Commodity*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

NAV beginning of period

$ 2,477,456 $ 4,406,118

NAV end of period

$ 3,582,769 $ 3,405,894

Percentage change in NAV

44.6 % (22.7 )%

Shares outstanding beginning of period

49,965 50,004

Shares outstanding end of period

99,965 50,004

Percentage change in shares outstanding

100.1 % 0.0 %

Shares created

50,000

Shares redeemed

Per share NAV beginning of period

$ 49.58 $ 88.12

Per share NAV end of period

$ 35.84 $ 68.11

Percentage change in per share NAV

(27.7 )% (22.7 )%

Percentage change in benchmark

(14.5 ) % (11.8 )%

Benchmark annualized volatility

17.6 % 7.8 %

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During the three months ended September 30, 2015, the increase in the Fund’s NAV resulted from an increase from 49,965 outstanding Shares at June 30, 2015 to 99,965 outstanding Shares at September 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 Commodity Index. By comparison, during the three months ended September 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 Commodity Index. There was no net change in the Fund’s outstanding Shares from June 30, 2014 to September 30, 2014.

For the three months ended September 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 27.7% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 22.7% for the three months ended September 30, 2014, was due to a greater depreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on July 2, 2015 at $48.78 per Share and reached its low for the period on August 26, 2015 at $33.85 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on July 2, 2014 at $87.68 per Share and reached its low for the period on September 23, 2014 at $68.04 per Share.

The benchmark’s decline of 14.5% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 11.8% for the three months ended September 30, 2014, can be attributed to a greater depreciation of the underlying components of the index during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

Net investment income (loss)

$ (5,077 ) $ (8,944 )

Management fee

5,116 9,295

Net realized gain (loss)

(520,395 ) (651,766 )

Change in net unrealized appreciation/depreciation

(156,479 ) (339,514 )

Net income (loss)

$ (681,951 ) $ (1,000,224 )

The Fund’s net income increased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a greater decline in the Fund’s benchmark index in conjunction with changes in Shares outstanding during the three months ended September 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 September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

NAV beginning of period

$ 995,416,921 $ 97,943,693

NAV end of period

$ 787,261,737 $ 179,175,918

Percentage change in NAV

(20.9 )% 82.9 %

Shares outstanding beginning of period

21,877,867 499,834

Shares outstanding end of period

35,227,867 1,189,834

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Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

Percentage change in shares outstanding

61.0 % 138.0 %

Shares created

17,850,000 1,040,000

Shares redeemed

4,500,000 350,000

Per share NAV beginning of period

$ 45.50 $ 195.95

Per share NAV end of period

$ 22.35 $ 150.59

Percentage change in per share NAV

(50.9 )% (23.2 )%

Percentage change in benchmark

(27.4 )% (11.8 )%

Benchmark annualized volatility

51.4 % 18.3 %

During the three months ended September 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 WTI Crude Oil Subindex SM . The decrease in the Fund’s NAV was offset by an increase from 21,877,867 outstanding Shares at June 30, 2015 to 35,227,867 outstanding Shares at September 30, 2015. By comparison, during the three months ended September 30, 2014, the increase in the Fund’s NAV resulted from an increase from 499,834 outstanding Shares at June 30, 2014 to 1,189,834 outstanding Shares at September 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 WTI Crude Oil Subindex SM .

For the three months ended September 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 50.9% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 23.2% for the three months ended September 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on July 1, 2015 at $41.76 per Share and reached its low for the period on August 24, 2015 at $17.38 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on July 1, 2014 at $196.00 per Share and reached its low for the period on September 22, 2014 at $149.95 per Share.

The benchmark’s decline of 27.4% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 11.8% for the three months ended September 30, 2014, can be attributed to a greater decrease in the price of WTI Crude Oil during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

Net investment income (loss)

$ (2,085,145 ) $ (329,563 )

Management fee

2,012,640 333,837

Brokerage commissions

148,396 7,661

Net realized gain (loss)

(529,903,521 ) (16,408,215 )

Change in net unrealized appreciation/depreciation

(58,634,810 ) (12,477,865 )

Net income (loss)

$ (590,623,476 ) $ (29,215,643 )

The Fund’s net income decreased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a greater decrease in the price of WTI Crude Oil during the three months ended September 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 three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

NAV beginning of period

$ 63,238,942 $ 21,163,834

NAV end of period

$ 52,582,988 $ 69,524,710

Percentage change in NAV

(16.9 )% 228.5 %

Shares outstanding beginning of period

1,392,170 117,485

Shares outstanding end of period

1,642,170 479,985

Percentage change in shares outstanding

18.0 % 308.6 %

Shares created

700,000 412,500

Shares redeemed

450,000 50,000

Per share NAV beginning of period

$ 45.42 $ 180.14

Per share NAV end of period

$ 32.02 $ 144.85

Percentage change in per share NAV

(29.5 )% (19.6 )%

Percentage change in benchmark

(15.0 )% (9.3 )%

Benchmark annualized volatility

28.3 % 28.0 %

During the three months ended September 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 1,392,170 outstanding Shares at June 30, 2015 to 1,642,170 outstanding Shares at September 30, 2015. By comparison, during the three months ended September 30, 2014, the increase in the Fund’s NAV resulted from an increase from 117,485 outstanding Shares at June 30, 2014 to 479,985 outstanding Shares at September 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 Natural Gas Subindex SM .

For the three months ended September 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 29.5 % for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 19.6% for the three months ended September 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on August 12, 2015 at $47.49 per Share and reached its low for the period on September 30, 2015 at $32.02 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on July 1, 2014 at $179.80 per Share and reached its low for the period on September 5, 2014 at $127.08 per Share.

The benchmark’s decline of 15.0% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 9.3% for the three months ended September 30, 2014, can be attributed to a greater decrease in the price of Henry Hub Natural Gas during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

Net investment income (loss)

$ (190,466 ) $ (128,208 )

Management fee

147,696 114,501

Brokerage commissions

46,406 17,003

Net realized gain (loss)

(8,595,838 ) (7,086,791 )

Change in net unrealized appreciation/depreciation

(13,037,493 ) 5,767,208

Net income (loss)

$ (21,823,797 ) $ (1,447,791 )

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The Fund’s net income decreased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a greater decrease in the price of Henry Hub Natural Gas during the three months ended September 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 September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

NAV beginning of period

$ 88,848,218 $ 135,458,124

NAV end of period

$ 81,225,498 $ 113,006,432

Percentage change in NAV

(8.6 )% (16.6 )%

Shares outstanding beginning of period

2,400,014 2,800,014

Shares outstanding end of period

2,450,014 2,750,014

Percentage change in shares outstanding

2.1 % (1.8 )%

Shares created

50,000 100,000

Shares redeemed

150,000

Per share NAV beginning of period

$ 37.02 $ 48.38

Per share NAV end of period

$ 33.15 $ 41.09

Percentage change in per share NAV

(10.5 )% (15.1 )%

Percentage change in benchmark

(4.9 )% (7.5 )%

Benchmark annualized volatility

15.5 % 10.6 %

During the three months ended September 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 gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price . The decrease in the Fund’s NAV was offset by an increase from 2,400,014 outstanding Shares at June 30, 2015 to 2,450,014 outstanding Shares at September 30, 2015. By comparison, during the three months ended September 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,800,014 outstanding Shares at June 30, 2014 to 2,750,014 outstanding Shares at September 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 daily performance of gold bullion as measured by the U.S. dollar p.m. fixing price for delivery in London.

For the three months ended September 30, 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 10.5% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 15.1% for the three months ended September 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on July 1, 2015 at $36.83 per Share and reached its low for the period on July 24, 2015 at $31.44 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on July 10, 2014 at $50.21 per Share and reached its low for the period on September 22, 2014 at $40.91 per Share.

The benchmark’s decline of 4.9% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 7.5% for the three months ended September 30, 2014, can be attributed to a lesser decrease in the price of spot gold in U.S. dollar terms during the three months ended September 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

Net investment income (loss)

$ (190,084 ) $ (293,686 )

Management fee

195,929 307,247

Brokerage commissions

8 8

Net realized gain (loss)

(8,324,354 ) 1,376,176

Change in net unrealized appreciation/depreciation

(865,903 ) (21,378,723 )

Net income (loss)

$ (9,380,341 ) $ (20,296,233 )

The Fund’s net income increased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a lesser decrease in the price of spot gold in U.S. dollar terms during the three months ended September 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 September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

NAV beginning of period

$ 285,991,688 $ 501,002,636

NAV end of period

$ 245,181,213 $ 357,175,403

Percentage change in NAV

(14.3 )% (28.7 )%

Shares outstanding beginning of period

7,846,533 7,146,533

Shares outstanding end of period

7,896,533 7,696,533

Percentage change in shares outstanding

0.6 % 7.7 %

Shares created

500,000 900,000

Shares redeemed

450,000 350,000

Per share NAV beginning of period

$ 36.45 $ 70.10

Per share NAV end of period

$ 31.05 $ 46.41

Percentage change in per share NAV

(14.8 )% (33.8 )%

Percentage change in benchmark

(6.7 )% (18.0 )%

Benchmark annualized volatility

24.2 % 16.5 %

During the three months ended September 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 London Silver Price. The decrease in the Fund’s NAV was offset by an increase from 7,846,533 outstanding Shares at June 30, 2015 to 7,896,533 outstanding Shares at September 30, 2015. By comparison, during the three months ended September 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 silver bullion as measured by the London Silver Price. The decrease in the Fund’s NAV was offset by an increase from 7,146,533 outstanding Shares at June 30, 2014 to 7,696,533 outstanding Shares at September 30, 2014.

For the three months ended September 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 14.8% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 33.8% for the three months ended September 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

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During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on July 1, 2015 at $36.12 per Share and reached its low for the period on August 27, 2015 at $29.64 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on July 10, 2014 at $74.31 per Share and reached its low for the period on September 30, 2014 at $46.41 per Share.

The benchmark’s decline of 6.7% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 18.0% for the three months ended September 30, 2014, can be attributed to a lesser decrease in the price of spot silver in U.S. dollar terms during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

Net investment income (loss)

$ (596,454 ) $ (1,023,432 )

Management fee

631,618 1,064,643

Brokerage commissions

15 5

Net realized gain (loss)

(56,519,826 ) 9,487,791

Change in net unrealized appreciation/depreciation

13,753,857 (178,527,065 )

Net income (loss)

$ (43,362,423 ) $ (170,062,706 )

The Fund’s net income increased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a lesser decrease in the price of spot silver in U.S. dollar terms during the three months ended September 30, 2015.

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

NAV beginning of period

$ 13,272,820 $ 2,566,901

NAV end of period

$ 10,754,497 $ 2,176,269

Percentage change in NAV

(19.0 )% (15.2 )%

Shares outstanding beginning of period

800,014 100,014

Shares outstanding end of period

650,014 100,014

Percentage change in shares outstanding

(18.7 )% 0.0 %

Shares created

Shares redeemed

150,000

Per share NAV beginning of period

$ 16.59 $ 25.67

Per share NAV end of period

$ 16.55 $ 21.76

Percentage change in per share NAV

(0.2 )% (15.2 )%

Percentage change in benchmark

0.2 % (7.8 )%

Benchmark annualized volatility

11.2 % 4.8 %

During the three months ended September 30, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 800,014 outstanding Shares at June 30, 2015 to 650,014 outstanding Shares at September 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 September 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 June 30, 2014 to September 30, 2014.

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For the three months ended September 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 0.2% for the three months ended September 30, 2015, as compared to Fund’s per Share NAV decrease of 15.2% for the three months ended September 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on August 24, 2015 at $17.88 per Share and reached its low for the period on July 20, 2015 at $15.65 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on July 1, 2014 at $25.61 per Share and reached its low for the period on September 30, 2014 at $21.76 per Share.

The benchmark’s rise of 0.2% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 7.8% for the three months ended September 30, 2014, can be attributed to a rise in the value of the euro versus the U.S. dollar during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

Net investment income (loss)

$ (26,696 ) $ (5,529 )

Management fee

27,210 5,760

Net realized gain (loss)

68,787 (172,545 )

Change in net unrealized appreciation/depreciation

(9,339 ) (212,558 )

Net income (loss)

$ 32,752 $ (390,632 )

The Fund’s net income increased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a rise in the value of the euro versus the U.S. dollar during the three months ended September 30, 2015.

ProShares Ultra Yen*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

NAV beginning of period

$ 5,348,899 $ 1,997,051

NAV end of period

$ 5,534,391 $ 1,697,164

Percentage change in NAV

3.5 % (15.0 )%

Shares outstanding beginning of period

99,974 25,004

Shares outstanding end of period

99,974 25,004

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 53.50 $ 79.87

Per share NAV end of period

$ 55.36 $ 67.88

Percentage change in per share NAV

3.5 % (15.0 )%

Percentage change in benchmark

2.0 % (7.6 )%

Benchmark annualized volatility

9.8 % 5.1 %

During the three months ended September 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 spot price of the Japanese yen versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2015 to September 30, 2015. By comparison, during the three months ended September 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 Japanese yen versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2014 to September 30, 2014.

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For the three months ended September 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 3.5% for the three months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 15.0% for the three months ended September 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended September 30, 2015.

During the three months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on August 24, 2015 at $56.82 per Share and reached its low for the period on August 11, 2015 at $51.11 per Share. By comparison, during the three months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on July 17, 2014 at $79.96 per Share and reached its low for the period on September 30, 2014 at $67.88 per Share.

The benchmark’s rise of 2.0% for the three months ended September 30, 2015, as compared to the benchmark’s decline of 7.6% for the three months ended September 30, 2014, can be attributed to a rise in the value of the Japanese yen versus the U.S. dollar during the three months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2015 and 2014:

Three Months
Ended
September 30,
2015
Three Months
Ended
September 30,
2014

Net investment income (loss)

$ (11,745 ) $ (4,379 )

Management fee

12,814 4,546

Net realized gain (loss)

344,294 (86,445 )

Change in net unrealized appreciation/depreciation

(147,057 ) (209,063 )

Net income (loss)

$ 185,492 $ (299,887 )

The Fund’s net income increased for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a rise in the value of the Japanese yen versus the U.S. dollar during the three months ended September 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 Nine Months Ended September 30, 2015 Compared to the Nine Months Ended September 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 nine months ended September 30, 2014 have not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015:

Nine Months
Ended
September 30,
2015

NAV beginning of period

$ 6,340,845

NAV end of period

$ 9,263,423

Percentage change in NAV

46.1 %

Shares outstanding beginning of period

300,010

Shares outstanding end of period

450,010

Percentage change in shares outstanding

50.0 %

Shares created

400,000

Shares redeemed

250,000

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Nine Months
Ended
September 30,
2015

Per share NAV beginning of period

$ 21.14

Per share NAV end of period

$ 20.58

Percentage change in per share NAV

(2.6 )%

Percentage change in benchmark

(2.1 )%

Benchmark annualized volatility

5.5 %

During the nine months ended September 30, 2015, the increase in the Fund’s NAV resulted from an increase from 300,010 outstanding Shares at December 31, 2014 to 450,010 outstanding Shares at September 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 nine months ended September 30, 2015, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark.

During the nine months ended September 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 August 10, 2015 at $20.26 per Share.

The benchmark’s decline of 2.1% for the nine months ended September 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 nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015:

Nine Months
Ended
September 30,
2015

Net investment income (loss)

$ (53,388 )

Brokerage commission

5,724

Offering costs

49,203

Limitation by Sponsor

(1,539 )

Net realized gain (loss)

(262,050 )

Change in net unrealized appreciation/depreciation

(1,145 )

Net income (loss)

$ (316,583 )

ProShares VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 111,459,325 $ 270,398,554

NAV end of period

$ 110,946,378 $ 140,018,132

Percentage change in NAV

(0.5 )% (48.2 )%

Shares outstanding beginning of period

5,324,812 9,474,812

Shares outstanding end of period

6,424,812 6,724,812

Percentage change in shares outstanding

20.7 % (29.0 )%

Shares created

10,550,000 7,350,000

Shares redeemed

9,450,000 10,100,000

Per share NAV beginning of period

$ 20.93 $ 28.54

Per share NAV end of period

$ 17.27 $ 20.82

Percentage change in per share NAV

(17.5 )% (27.0 )%

Percentage change in benchmark

(17.1 )% (26.2 )%

Benchmark annualized volatility

76.6 % 50.6 %

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During the nine months ended September 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 Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 5,324,812 outstanding Shares at December 31, 2014 to 6,424,812 outstanding Shares at September 30, 2015. By comparison, during the nine months ended September 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 6,724,812 outstanding Shares at September 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 nine months ended September 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 17.5% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 27.0% for the nine months ended September 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 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 August 10, 2015 at $10.35 per Share. By comparison, during the nine months ended September 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 September 18, 2014 at $18.06 per Share.

The benchmark’s decline of 17.1% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 26.2% for the nine months ended September 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 nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (924,620 ) $ (833,205 )

Management fee

839,732 849,283

Brokerage commission

115,986 24,499

Net realized gain (loss)

3,414,162 (28,423,976 )

Change in net unrealized appreciation/depreciation

(5,106,633 ) 29,074,883

Net income (loss)

$ (2,617,091 ) $ (182,298 )

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2015.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 21,459,575 $ 51,134,323

NAV end of period

$ 31,111,315 $ 45,613,786

Percentage change in NAV

45.0 % (10.8 )%

Shares outstanding beginning of period

337,404 662,501

Shares outstanding end of period

487,404 712,501

Percentage change in shares outstanding

44.5 % 7.5 %

Shares created

300,000 581,250

Shares redeemed

150,000 531,250

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Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Per share NAV beginning of period

$ 63.60 $ 77.18

Per share NAV end of period

$ 63.83 $ 64.02

Percentage change in per share NAV

0.4 % (17.1 )%

Percentage change in benchmark

1.2 % (16.3 )%

Benchmark annualized volatility

36.0 % 22.8 %

During the nine months ended September 30, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 337,404 outstanding Shares at December 31, 2014 to 487,404 outstanding Shares at September 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 daily performance of the S&P 500 VIX Mid-Term Futures Index. By comparison, during the nine months ended September 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 Mid-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 662,501 outstanding Shares at December 31, 2013 to 712,501 outstanding Shares at September 30, 2014.

For the nine months ended September 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 increase of 0.4% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 17.1% for the nine months ended September 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on September 1, 2015 at $69.30 per Share and reached its low for the period on August 10, 2015 at $49.68 per Share. By comparison, during the nine months ended September 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 August 19, 2014 at $58.76 per Share.

The benchmark’s rise of 1.2% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 16.3% for the nine months ended September 30, 2014, can be attributed to a rise in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (180,854 ) $ (299,431 )

Management fee

173,165 310,124

Brokerage commission

13,649 2,966

Net realized gain (loss)

(2,290,055 ) (16,098,628 )

Change in net unrealized appreciation/depreciation

3,198,975 7,398,323

Net income (loss)

$ 728,066 $ (8,999,736 )

The Fund’s net income increased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a rise in the prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the nine months ended September 30, 2015.

ProShares Short VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

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Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 506,556,124 $ 141,751,202

NAV end of period

$ 629,787,391 $ 310,478,773

Percentage change in NAV

24.3 % 119.0 %

Shares outstanding beginning of period

8,250,040 2,100,040

Shares outstanding end of period

13,350,040 4,150,040

Percentage change in shares outstanding

61.8 % 97.6 %

Shares created

18,700,000 8,400,000

Shares redeemed

13,600,000 6,350,000

Per share NAV beginning of period

$ 61.40 $ 67.50

Per share NAV end of period

$ 47.17 $ 74.81

Percentage change in per share NAV

(23.2 )% 10.8 %

Percentage change in benchmark

(17.1 )% (26.2 )%

Benchmark annualized volatility

76.6 % 50.6 %

During the nine months ended September 30, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 8,250,040 outstanding Shares at December 31, 2014 to 13,350,040 outstanding Shares at September 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 inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the nine months ended September 30, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 2,100,040 outstanding Shares at December 31, 2013 to 4,150,040 outstanding Shares at September 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 S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 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 23.2% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 10.8% for the nine months ended September 30, 2014, was primarily due to a depreciation in the value of the assets of the fund during the nine months ended September 30, 2015.

During the nine months ended September 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 September 1, 2015 at $43.58 per Share. By comparison, during the nine months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on July 3, 2014 at $92.60 per Share and reached its low for the period on February 5, 2014 at $50.78 per Share.

The benchmark’s decline of 17.1% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 26.2% for the nine months ended September 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 nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (3,707,872 ) $ (2,500,310 )

Management fee

2,522,692 1,610,858

Brokerage commission

1,263,889 949,948

Net realized gain (loss)

35,802,720 94,432,504

Change in net unrealized appreciation/depreciation

(45,477,591 ) (33,171,890 )

Net income (loss)

$ (13,382,743 ) $ 58,760,304

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2015.

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ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 351,789,953 $ 226,233,584

NAV end of period

$ 334,883,798 $ 258,077,177

Percentage change in NAV

(4.8 )% 14.1 %

Shares outstanding beginning of period

2,804,020 674,478

Shares outstanding end of period

5,852,448 1,734,020

Percentage change in shares outstanding

108.7 % 157.1 %

Shares created

44,780,000 5,205,000

Shares redeemed

41,731,572 4,145,458

Per share NAV beginning of period

$ 125.46 $ 335.42

Per share NAV end of period

$ 57.22 $ 148.83

Percentage change in per share NAV

(54.4 )% (55.6 )%

Percentage change in benchmark

(17.1 )% (26.2 )%

Benchmark annualized volatility

76.6 % 50.6 %

During the nine months ended September 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 2,804,020 outstanding Shares at December 31, 2014 to 5,852,448 outstanding Shares at September 30, 2015. By comparison, during the nine months ended September 30, 2014, the increase in the Fund’s NAV resulted from an increase from 674,478 outstanding Shares at December 31, 2013 to 1,734,020 outstanding Shares at September 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.

For the nine months ended September 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 54.4% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 55.6% for the nine months ended September 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 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 August 10, 2015 at $24.46 per Share. By comparison, during the nine months ended September 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 September 18, 2014 at $113.65 per Share.

The benchmark’s decline of 17.1% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 26.2% for the nine months ended September 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 nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (5,497,266 ) $ (3,811,314 )

Management fee

3,205,706 2,064,694

Brokerage commission

2,378,733 1,802,162

Net realized gain (loss)

(291,204,571 ) (255,418,727 )

Change in net unrealized appreciation/depreciation

(14,730,937 ) 72,652,146

Net income (loss)

$ (311,432,774 ) $ (186,577,895 )

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The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 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 nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 5,264,706 $ 3,797,427

NAV end of period

$ 6,936,148 $ 4,149,184

Percentage change in NAV

31.7 % 9.3 %

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

$ 115.61 $ 69.16

Percentage change in per share NAV

31.7 % 9.3 %

Percentage change in benchmark

(15.8 )% (5.6 )%

Benchmark annualized volatility

16.1 % 8.4 %

During the nine months ended September 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 the Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2014 to September 30, 2015. By comparison, during the nine months ended September 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 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 September 30, 2014.

For the nine months ended September 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 31.7% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 9.3% for the nine months ended September 30, 2014, was primarily due to a greater appreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on August 26, 2015 at $124.46 per Share and reached its low for the period on May 14, 2015 at $83.15 per Share. By comparison, during the nine months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 23, 2014 at $69.36 per Share and reached its low for the period on April 29, 2014 at $51.38 per Share.

The benchmark’s decline of 15.8% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 5.6% for the nine months ended September 30, 2014, can be attributed to greater depreciation of the underlying components of the index during the nine months ended September 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (39,645 ) $ (23,790 )

Management fee

41,048 24,737

Net realized gain (loss)

2,068,214 (3,519 )

Change in net unrealized appreciation/depreciation

(357,127 ) 379,066

Net income (loss)

$ 1,671,442 $ 351,757

The Fund’s net income increased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a greater decline in the Fund’s benchmark index during the nine months ended September 30, 2015.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 169,210,110 $ 256,060,149

NAV end of period

$ 141,774,453 $ 196,140,063

Percentage change in NAV

(16.2 )% (23.4 )%

Shares outstanding beginning of period

2,169,944 8,069,944

Shares outstanding end of period

1,619,944 6,369,944

Percentage change in shares outstanding

(25.3 )% (21.1 )%

Shares created

10,200,000 14,850,000

Shares redeemed

10,750,000 16,550,000

Per share NAV beginning of period

$ 77.98 $ 31.73

Per share NAV end of period

$ 87.52 $ 30.79

Percentage change in per share NAV

12.2 % (3.0 )%

Percentage change in benchmark

(27.3 )% (1.8 )%

Benchmark annualized volatility

47.8 % 16.0 %

During the nine months ended September 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 2,169,944 outstanding Shares at December 31, 2014 to 1,619,944 outstanding Shares at September 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 Bloomberg WTI Crude Oil Subindex SM . By comparison, during the nine months ended September 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 8,069,944 outstanding Shares at December 31, 2013 to 6,369,944 outstanding Shares at September 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 inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex SM .

For the nine months ended September 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 12.2% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 3.0% for the nine months ended September 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on August 24, 2015 at $134.50 per Share and reached its low for the period on June 10, 2015 at $52.91 per Share. By comparison, during the nine months ended September 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.

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The benchmark’s decline of 27.3% for the nine months ended September 30, 2015, as compared to the decline of 1.8% for the nine months ended September 30, 2014, can be attributed to a greater decrease in the price of WTI Crude Oil during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (1,823,433 ) $ (2,067,933 )

Management fee

1,681,411 2,113,748

Brokerage commission

187,715 55,085

Net realized gain (loss)

47,579,514 (1,278,263 )

Change in net unrealized appreciation/depreciation

(45,637,289 ) 11,391,293

Net income (loss)

$ 118,792 $ 8,045,097

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a greater decrease in the price of WTI Crude Oil in conjunction with changes in shares outstanding during the nine months ended September 30, 2015.

ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 14,688,564 $ 22,734,767

NAV end of period

$ 12,137,105 $ 19,683,020

Percentage change in NAV

(17.4 )% (13.4 )%

Shares outstanding beginning of period

174,952 324,952

Shares outstanding end of period

124,952 424,952

Percentage change in shares outstanding

(28.6 )% 30.8 %

Shares created

400,000 2,400,000

Shares redeemed

450,000 2,300,000

Per share NAV beginning of period

$ 83.96 $ 69.96

Per share NAV end of period

$ 97.13 $ 46.32

Percentage change in per share NAV

15.7 % (33.8 )%

Percentage change in benchmark

(23.0 )% 2.6 %

Benchmark annualized volatility

40.2 % 39.3 %

During the nine months ended September 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 174,952 outstanding Shares at December 31, 2014 to 124,952 outstanding Shares at September 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 Bloomberg Natural Gas Subindex SM . By comparison, during the nine months ended September 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 Natural Gas Subindex SM . The decrease in the Fund’s NAV was offset by an increase from 324,952 outstanding Shares at December 31, 2013 to 424,952 outstanding Shares at September 30, 2014.

For the nine months ended September 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 15.7% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 33.8% for the nine months ended September 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

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During the nine months ended September 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 nine months ended September 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 23.0% for the nine months ended September 30, 2015, as compared to the benchmark’s rise of 2.6% for the nine months ended September 30, 2014, can be attributed to a decrease in the price of Henry Hub Natural Gas during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (126,959 ) $ (413,886 )

Management fee

83,818 352,678

Brokerage commission

45,601 76,540

Net realized gain (loss)

6,412,870 2,737,682

Change in net unrealized appreciation/depreciation

(1,526,777 ) (2,912,004 )

Net income (loss)

$ 4,759,134 $ (588,208 )

The Fund’s net income increased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a decrease in the price of Henry Hub Natural Gas during the nine months ended September 30, 2015.

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 81,861,762 $ 139,436,456

NAV end of period

$ 74,568,380 $ 82,095,909

Percentage change in NAV

(8.9 )% (41.1 )%

Shares outstanding beginning of period

846,978 1,346,978

Shares outstanding end of period

696,978 846,978

Percentage change in shares outstanding

(17.7 )% (37.1 )%

Shares created

100,000 450,000

Shares redeemed

250,000 950,000

Per share NAV beginning of period

$ 96.65 $ 103.52

Per share NAV end of period

$ 106.99 $ 96.93

Percentage change in per share NAV

10.7 % (6.4 )%

Percentage change in benchmark

(7.6 )% 1.0 %

Benchmark annualized volatility

14.3 % 12.4 %

During the nine months ended September 30, 2015, the decrease in the Fund’s NAV resulted from a decrease from 846,978 outstanding Shares at December 31, 2014 to 696,978 outstanding Shares at September 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 nine months ended September 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 846,978 outstanding Shares at September 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.

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For the nine months ended September 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 10.7% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 6.4% for the nine months ended September 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on July 24, 2015 at $115.60 per Share and reached its low for the period on January 22, 2015 at $83.07 per Share. By comparison, during the nine months ended September 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 7.6% for the nine months ended September 30, 2015, as compared to the benchmark’s rise of 1.0% for the nine months ended September 30, 2014, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (534,850 ) $ (654,933 )

Management fee

557,050 689,861

Brokerage commission

33 32

Net realized gain (loss)

7,024,594 (12,647,502 )

Change in net unrealized appreciation/depreciation

2,668,359 (25,284 )

Net income (loss)

$ 9,158,103 $ (13,327,719 )

The Fund’s net income increased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the nine months ended September 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 nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 53,007,867 $ 112,989,686

NAV end of period

$ 55,044,902 $ 59,820,800

Percentage change in NAV

3.8 % (47.1 )%

Shares outstanding beginning of period

458,489 1,258,489

Shares outstanding end of period

458,489 558,489

Percentage change in shares outstanding

0.0 % (55.6 )%

Shares created

550,000 800,000

Shares redeemed

550,000 1,500,000

Per share NAV beginning of period

$ 115.61 $ 89.78

Per share NAV end of period

$ 120.06 $ 107.11

Percentage change in per share NAV

3.8 % 19.3 %

Percentage change in benchmark

(8.3 )% (12.3 )%

Benchmark annualized volatility

24.3 % 19.5 %

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During the nine months ended September 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 December 31, 2014 to September 30, 2015. By comparison, during the nine months ended September 30, 2014, the decrease in the Fund’s NAV resulted from a decrease from 1,258,489 outstanding Shares at December 31, 2013 to 558,489 outstanding Shares at September 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 inverse of the daily performance of silver bullion as measured by the London Silver Price.

For the nine months ended September 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 3.8% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 19.3% for the nine months ended September 30, 2014, was primarily due to a lesser appreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on August 27, 2015 at $127.97 per Share and reached its low for the period on January 23, 2015 at $86.79 per Share. By comparison, during the nine months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 30, 2014 at $107.11 per Share and reached its low for the period on February 24, 2014 at $68.80 per Share.

The benchmark’s decline of 8.3% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 12.3% for the nine months ended September 30, 2014, can be attributed to a lesser decrease in the price of spot silver in U.S. dollar terms during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (378,164 ) $ (453,626 )

Management fee

391,994 479,955

Brokerage commission

33 33

Net realized gain (loss)

7,379,053 (1,278,772 )

Change in net unrealized appreciation/depreciation

(1,107,105 ) 14,577,833

Net income (loss)

$ 5,893,784 $ 12,845,435

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a lesser decrease in the price of spot silver in U.S. dollar terms during the nine months ended September 30, 2015.

ProShares Short Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 14,021,804 $ 8,896,842

NAV end of period

$ 34,211,934 $ 17,336,789

Percentage change in NAV

144.0 % 94.9 %

Shares outstanding beginning of period

350,005 250,005

Shares outstanding end of period

800,005 450,005

Percentage change in shares outstanding

128.6 % 80.0 %

Shares created

550,000 250,000

Shares redeemed

100,000 50,000

Per share NAV beginning of period

$ 40.06 $ 35.59

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Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Per share NAV end of period

$ 42.76 $ 38.53

Percentage change in per share NAV

6.7 % 8.3 %

Percentage change in benchmark

(7.7 )% (8.2 )%

Benchmark annualized volatility

12.5 % 5.0 %

During the nine months ended September 30, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 350,005 outstanding Shares at December 31, 2014 to 800,005 outstanding Shares at September 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 nine months ended September 30, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 250,005 outstanding Shares at December 31, 2013 to 450,005 outstanding Shares at September 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 nine months ended September 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 6.7% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 8.3% for the nine months ended September 30, 2014, was primarily due to a lesser appreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 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 nine months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 30, 2014 at $38.53 per Share and reached its low for the period on May 6, 2014 at $35.07 per Share.

The benchmark’s decline of 7.7% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 8.2% for the nine months ended September 30, 2014, can be attributed to a lesser decline in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (131,854 ) $ (81,283 )

Management fee

132,555 83,705

Brokerage commission

2,951 1,262

Net realized gain (loss)

1,196,111 926,106

Change in net unrealized appreciation/depreciation

(224,430 ) 463,426

Net income (loss)

$ 839,827 $ 1,308,249

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a lesser decline in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2015.

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ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 23,120,790 $ 27,983,279

NAV end of period

$ 22,583,663 $ 20,645,274

Percentage change in NAV

(2.3 )% (26.2 )%

Shares outstanding beginning of period

450,005 600,005

Shares outstanding end of period

350,005 450,005

Percentage change in shares outstanding

(22.2 )% (25.0 )%

Shares created

50,000

Shares redeemed

150,000 150,000

Per share NAV beginning of period

$ 51.38 $ 46.64

Per share NAV end of period

$ 64.52 $ 45.88

Percentage change in per share NAV

25.6 % (1.6 )%

Percentage change in benchmark

(14.0 )% (2.0 )%

Benchmark annualized volatility

12.3 % 7.7 %

During the nine months ended September 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 September 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 nine months ended September 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 600,005 outstanding Shares at December 31, 2013 to 450,005 outstanding Shares at September 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 inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar.

For the nine months ended September 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 25.6% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 1.6% for the nine months ended September 30, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 30, 2015, the Fund’s per Share NAV reached its high for the period on September 4, 2015 at $66.75 per Share and reached its low for the period on May 13, 2015 at $50.07 per Share. By comparison, during the nine months ended September 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 July 1, 2014 at $39.67 per Share.

The benchmark’s decline of 14.0% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 2.0% for the nine months ended September 30, 2014, can be attributed to a greater decline in the value of the Australian dollar versus the U.S. dollar during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (158,141 ) $ (159,320 )

Management fee

149,028 157,466

Brokerage commission

12,027 9,220

Net realized gain (loss)

5,931,063 (1,375,251 )

Change in net unrealized appreciation/depreciation

(693,541 ) 966,993

Net income (loss)

$ 5,079,381 $ (567,578 )

The Fund’s net income increased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a greater decline in the value of the Australian dollar versus the U.S. dollar during the nine months ended September 30, 2015.

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ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 517,191,349 $ 418,001,115

NAV end of period

$ 547,279,138 $ 472,408,248

Percentage change in NAV

5.8 % 13.0 %

Shares outstanding beginning of period

23,950,014 24,500,014

Shares outstanding end of period

22,450,014 23,650,014

Percentage change in shares outstanding

(6.3 )% (3.5 )%

Shares created

11,900,000 2,550,000

Shares redeemed

13,400,000 3,400,000

Per share NAV beginning of period

$ 21.59 $ 17.06

Per share NAV end of period

$ 24.38 $ 19.97

Percentage change in per share NAV

12.9 % 17.1 %

Percentage change in benchmark

(7.7 )% (8.2 )%

Benchmark annualized volatility

12.5 % 5.0 %

During the nine months ended September 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 the spot price of the euro versus the U.S. dollar. The increase in the Fund’s NAV was offset by a decrease from 23,950,014 outstanding Shares at December 31, 2014 to 22,450,014 outstanding Shares at September 30, 2015. By comparison, during the nine months ended September 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 inverse of the daily performance of the spot price of the euro versus the U.S. dollar. The increase in the Fund’s NAV was offset by a decrease from 24,500,014 outstanding Shares at December 31, 2013 to 23,650,014 outstanding Shares at September 30, 2014.

For the nine months ended September 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 12.9% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 17.1% for the nine months ended September 30, 2014, was primarily due to a lesser appreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 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 nine months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 30, 2014 at $19.97 per Share and reached its low for the period on May 6, 2014 at $16.52 per Share.

The benchmark’s decline of 7.7% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 8.2% for the nine months ended September 30, 2014, can be attributed to a lesser decline in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (3,837,538 ) $ (2,919,876 )

Management fee

4,000,943 3,090,163

Net realized gain (loss)

69,786,875 25,749,214

Change in net unrealized appreciation/depreciation

(11,431,990 ) 51,047,636

Net income (loss)

$ 54,517,347 $ 73,876,974

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a lesser decline in the value of the euro versus the U.S. dollar for the nine months ended September 30, 2015.

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ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 531,471,873 $ 588,121,516

NAV end of period

$ 302,929,598 $ 435,500,662

Percentage change in NAV

(43.0 )% (26.0 )%

Shares outstanding beginning of period

5,949,294 8,299,294

Shares outstanding end of period

3,449,294 5,749,294

Percentage change in shares outstanding

(42.0 )% (30.7 )%

Shares created

1,350,000 1,350,000

Shares redeemed

3,850,000 3,900,000

Per share NAV beginning of period

$ 89.33 $ 70.86

Per share NAV end of period

$ 87.82 $ 75.75

Percentage change in per share NAV

(1.7 )% 6.9 %

Percentage change in benchmark

(0.2 )% (4.0 )%

Benchmark annualized volatility

8.7 % 6.3 %

During the nine months ended September 30, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,949,294 outstanding Shares at December 31, 2014 to 3,449,294 outstanding Shares at September 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 spot price of the Japanese yen versus the U.S. dollar. By comparison, during the nine months ended September 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 8,299,294 outstanding Shares at December 31, 2013 to 5,749,294 outstanding Shares at September 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 inverse of the daily performance of the spot price of the Japanese yen versus the U.S. dollar.

For the nine months ended September 30, 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 1.7% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV increase of 6.9% for the nine months ended September 30, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 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 nine months ended September 30, 2014, the Fund’s per Share NAV reached its high for the period on September 30, 2014 at $75.75 per Share and reached its low for the period on July 17, 2014 at $64.75 per Share.

The benchmark’s decline of 0.2% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 4.0% for the nine months ended September 30, 2014, can be attributed to a lesser decline in the value of the Japanese yen versus the U.S. dollar during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (2,955,236 ) $ (2,636,773 )

Management fee

3,069,183 2,800,653

Net realized gain (loss)

(6,896,574 ) 15,965,501

Change in net unrealized appreciation/depreciation

686,993 5,712,611

Net income (loss)

$ (9,164,817 ) $ 19,041,339

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The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a lesser decline in the value of the Japanese yen versus the U.S. dollar in conjunction with share transactions during the nine months ended September 30, 2015.

ProShares Ultra Bloomberg Commodity*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 2,606,920 $ 2,915,034

NAV end of period

$ 3,582,769 $ 3,405,894

Percentage change in NAV

37.4 % 16.8 %

Shares outstanding beginning of period

50,004 37,504

Shares outstanding end of period

99,965 50,004

Percentage change in shares outstanding

99.9 % 33.3 %

Shares created

75,000 12,500

Shares redeemed

25,039

Per share NAV beginning of period

$ 52.13 $ 77.73

Per share NAV end of period

$ 35.84 $ 68.11

Percentage change in per share NAV

(31.2 )% (12.4 )%

Percentage change in benchmark

(15.8 )% (5.6 )%

Benchmark annualized volatility

16.1 % 8.4 %

During the nine months ended September 30, 2015, the increase in the Fund’s NAV resulted from an increase from 50,004 outstanding Shares at December 31, 2014 to 99,965 outstanding Shares at September 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 Commodity Index. By comparison, during the nine months ended September 30, 2014, the increase in the Fund’s NAV resulted from an increase from 37,504 outstanding Shares at December 31, 2013 to 50,004 outstanding Shares at September 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 nine months ended September 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 31.2% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 12.4% for the nine months ended September 30, 2014, was due to a greater depreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 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 August 26, 2015 at $33.85 per Share. By comparison, during the nine months ended September 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 September 23, 2014 at $68.04 per Share.

The benchmark’s decline of 15.8% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 5.6% for the nine months ended September 30, 2014, can be attributed to a greater depreciation of the underlying components of the index during the nine months ended September 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (16,359 ) $ (23,639 )

Management fee

16,884 24,709

Net realized gain (loss)

(1,033,389 ) (274,820 )

Change in net unrealized appreciation/depreciation

271,020 (345,597 )

Net income (loss)

$ (778,728 ) $ (644,056 )

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a greater decline in the Fund’s benchmark index during the nine months ended September 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 nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 450,562,988 $ 142,773,429

NAV end of period

$ 787,261,737 $ 179,175,918

Percentage change in NAV

74.7 % 25.5 %

Shares outstanding beginning of period

8,879,834 889,834

Shares outstanding end of period

35,227,867 1,189,834

Percentage change in shares outstanding

296.7 % 33.7 %

Shares created

54,530,000 2,080,000

Shares redeemed

28,181,967 1,780,000

Per share NAV beginning of period

$ 50.74 $ 160.45

Per share NAV end of period

$ 22.35 $ 150.59

Percentage change in per share NAV

(56.0 )% (6.1 )%

Percentage change in benchmark

(27.3 )% (1.8 )%

Benchmark annualized volatility

47.8 % 16.0 %

During the nine months ended September 30, 2015, the increase in the Fund’s NAV resulted from an increase from 8,879,834 outstanding Shares at December 31, 2014 to 35,227,867 outstanding Shares at September 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 nine months ended September 30, 2014, the increase in the Fund’s NAV resulted from an increase from 889,834 outstanding Shares at December 31, 2013 to 1,189,834 outstanding Shares at September 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 WTI Crude Oil Subindex SM .

For the nine months ended September 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 56.0% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 6.1% for the nine months ended September 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 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 August 24, 2015 at $17.38 per Share. By comparison, during the nine months ended September 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 decline of 27.3% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 1.8% for the nine months ended September 30, 2014, can be attributed to a greater decrease in the price of WTI Crude Oil during the nine months ended September 30, 2015.

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Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (6,489,539 ) $ (887,576 )

Management fee

6,257,893 908,339

Brokerage commission

449,106 24,160

Net realized gain (loss)

(497,221,597 ) 14,607,512

Change in net unrealized appreciation/depreciation

73,444,143 (9,838,947 )

Net income (loss)

$ (430,266,993 ) $ 3,880,989

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a greater decrease in the price of WTI Crude Oil during the nine months ended September 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 nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 70,433,207 $ 62,915,779

NAV end of period

$ 52,582,988 $ 69,524,710

Percentage change in NAV

(25.3 )% 10.5 %

Shares outstanding beginning of period

1,142,485 404,985

Shares outstanding end of period

1,642,170 479,985

Percentage change in shares outstanding

43.7 % 18.5 %

Shares created

1,687,500 512,500

Shares redeemed

1,187,815 437,500

Per share NAV beginning of period

$ 61.65 $ 155.35

Per share NAV end of period

$ 32.02 $ 144.85

Percentage change in per share NAV

(48.1 )% (6.8 )%

Percentage change in benchmark

(23.0 )% 2.6 %

Benchmark annualized volatility

40.2 % 39.3 %

During the nine months ended September 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 1,642,170 outstanding Shares at September 30, 2015. By comparison, during the nine months ended September 30, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 404,985 outstanding Shares at December 31, 2013 to 479,985 outstanding Shares at September 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 Natural Gas Subindex SM .

For the nine months ended September 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 48.1% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 6.8% for the nine months ended September 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

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During the nine months ended September 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 September 30, 2015 at $32.02 per Share. By comparison, during the nine months ended September 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 September 5, 2014 at $127.08 per Share.

The benchmark’s decline of 23.0% for the nine months ended September 30, 2015, as compared to the benchmark’s rise of 2.6% for the nine months ended September 30, 2014, can be attributed to a decrease in the price of Henry Hub Natural Gas during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (620,187 ) $ (297,487 )

Management fee

479,185 264,587

Brokerage commission

156,022 44,280

Net realized gain (loss)

(58,399,470 ) 9,882,248

Change in net unrealized appreciation/depreciation

21,001,958 8,010,121

Net income (loss)

$ (38,017,699 ) $ 17,594,882

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a decrease in the price of Henry Hub Natural Gas during the nine months ended September 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 nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 102,003,345 $ 132,017,405

NAV end of period

$ 81,225,498 $ 113,006,432

Percentage change in NAV

(20.4 )% (14.4 )%

Shares outstanding beginning of period

2,550,014 3,200,014

Shares outstanding end of period

2,450,014 2,750,014

Percentage change in shares outstanding

(3.9 )% (14.1 )%

Shares created

100,000 250,000

Shares redeemed

200,000 700,000

Per share NAV beginning of period

$ 40.00 $ 41.26

Per share NAV end of period

$ 33.15 $ 41.09

Percentage change in per share NAV

(17.1 )% (0.4 )%

Percentage change in benchmark

(7.6 ) % 1.0 %

Benchmark annualized volatility

14.3 % 12.4 %

During the nine months ended September 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 2,450,014 outstanding Shares at September 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 nine months ended September 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 3,200,014 outstanding Shares at December 31, 2013 to 2,750,014 outstanding Shares at September 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 daily performance of gold bullion as measured by the U.S. dollar p.m. fixing price for delivery in London.

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For the nine months ended September 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 17.1% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 0.4% for the nine months ended September 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 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 July 24, 2015 at $31.44 per Share. By comparison, during the nine months ended September 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 September 22, 2014 at $40.91 per Share.

The benchmark’s decline of 7.6% for the nine months ended September 30, 2015, as compared to the benchmark’s rise of 1.0% for the nine months ended September 30, 2014, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (630,215 ) $ (908,315 )

Management fee

657,667 953,309

Brokerage commission

33 32

Net realized gain (loss)

(12,230,086 ) 3,321,383

Change in net unrealized appreciation/depreciation

(3,349,294 ) (1,312,308 )

Net income (loss)

$ (16,209,595 ) $ 1,100,760

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the nine months ended September 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 nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 291,169,743 $ 465,479,519

NAV end of period

$ 245,181,213 $ 357,175,403

Percentage change in NAV

(15.8 )% (23.3 )%

Shares outstanding beginning of period

7,396,533 7,350,007

Shares outstanding end of period

7,896,533 7,696,533

Percentage change in shares outstanding

6.8 % 4.7 %

Shares created

2,000,000 2,087,500

Shares redeemed

1,500,000 1,740,974

Per share NAV beginning of period

$ 39.37 $ 63.33

Per share NAV end of period

$ 31.05 $ 46.41

Percentage change in per share NAV

(21.1 )% (26.7 )%

Percentage change in benchmark

(8.3 ) % (12.3 )%

Benchmark annualized volatility

24.3 % 19.5 %

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During the nine months ended September 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 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 7,896,533 outstanding Shares at September 30, 2015. By comparison, during the nine months ended September 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 silver bullion as measured by the London Silver Price. The decrease in the Fund’s NAV was offset by an increase from 7,350,007 outstanding Shares at December 31, 2013 to 7,696,533 outstanding Shares at September 30, 2014.

For the nine months ended September 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 21.1% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 26.7% for the nine months ended September 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 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 August 27, 2015 at $29.64 per Share. By comparison, during the nine months ended September 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 September 30, 2014 at $46.41 per Share.

The benchmark’s decline of 8.3% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 12.3% for the nine months ended September 30, 2014, can be attributed to a lesser decrease in the price of spot silver in U.S. dollar terms during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (1,975,441 ) $ (3,195,942 )

Management fee

2,085,125 3,351,080

Brokerage commission

42 35

Net realized gain (loss)

(72,523,674 ) (22,790,907 )

Change in net unrealized appreciation/depreciation

12,283,450 (89,127,152 )

Net income (loss)

$ (62,215,665 ) $ (115,114,001 )

The Fund’s net income increased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a lesser decrease in the price of spot silver in U.S. dollar terms during the nine months ended September 30, 2015.

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 2,981,441 $ 2,603,827

NAV end of period

$ 10,754,497 $ 2,176,269

Percentage change in NAV

260.7 % (16.4 )%

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Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Shares outstanding beginning of period

150,014 100,014

Shares outstanding end of period

650,014 100,014

Percentage change in shares outstanding

333.3 % 0.0 %

Shares created

800,000

Shares redeemed

300,000

Per share NAV beginning of period

$ 19.87 $ 26.03

Per share NAV end of period

$ 16.55 $ 21.76

Percentage change in per share NAV

(16.7 )% (16.4 )%

Percentage change in benchmark

(7.7 )% (8.2 )%

Benchmark annualized volatility

12.5 % 5.0 %

During the nine months ended September 30, 2015, the increase in the Fund’s NAV resulted from an increase from 150,014 outstanding Shares at December 31, 2014 to 650,014 outstanding Shares at September 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 nine months ended September 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 September 30, 2014.

For the nine months ended September 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 16.7% for the nine months ended September 30, 2015, as compared to Fund’s per Share NAV decrease of 16.4% for the nine months ended September 30, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 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 nine months ended September 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 September 30, 2014 at $21.76 per Share.

The benchmark’s decline of 7.7% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 8.2% for the nine months ended September 30, 2014, can be attributed to a lesser decline in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (76,611 ) $ (16,972 )

Management fee

78,687 17,908

Net realized gain (loss)

(559,454 ) (127,660 )

Change in net unrealized appreciation/depreciation

(39,308 ) (282,926 )

Net income (loss)

$ (675,373 ) $ (427,558 )

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a lesser decline in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2015.

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ProShares Ultra Yen*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

NAV beginning of period

$ 2,118,028 $ 2,795,026

NAV end of period

$ 5,534,391 $ 1,697,164

Percentage change in NAV

161.3 % (39.3 )%

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

$ 56.47 $ 74.53

Per share NAV end of period

$ 55.36 $ 67.88

Percentage change in per share NAV

(2.0 )% (8.9 )%

Percentage change in benchmark

(0.2 )% (4.0 )%

Benchmark annualized volatility

8.7 % 6.3 %

During the nine months ended September 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 September 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 nine months ended September 30, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 37,504 outstanding Shares at December 31, 2013 to 25,004 outstanding Shares at September 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 daily performance of the spot price of the Japanese yen versus the U.S. dollar.

For the nine months ended September 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 2.0% for the nine months ended September 30, 2015, as compared to the Fund’s per Share NAV decrease of 8.9% for the nine months ended September 30, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2015.

During the nine months ended September 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 nine months ended September 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 September 30, 2014 at $67.88 per Share.

The benchmark’s decline of 0.2% for the nine months ended September 30, 2015, as compared to the benchmark’s decline of 4.0% for the nine months ended September 30, 2014, can be attributed to a lesser decline in the value of the Japanese yen versus the U.S. dollar during the nine months ended September 30, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2015 and 2014:

Nine Months
Ended
September 30,
2015
Nine Months
Ended
September 30,
2014

Net investment income (loss)

$ (33,316 ) $ (16,867 )

Management fee

35,135 17,855

Net realized gain (loss)

(174,875 ) (107,963 )

Change in net unrealized appreciation/depreciation

28,220 2,618

Net income (loss)

$ (179,971 ) $ (122,212 )

The Fund’s net income decreased for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a lesser decline in the value of the Japanese yen versus the U.S. dollar during the nine months ended September 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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Quantitative Disclosure

Since the ProShares Managed Futures Strategy commenced investment operations on October 1, 2014, comparisons of positions in certain Financial Instruments held by ProShares Managed Futures Strategy as of September 30, 2014 have not been provided.

Commodity Price Sensitivity and Exchange Rate Sensitivity

The Managed Futures Fund is exposed to commodity price risk through its holdings of commodity futures contracts and exchange rate risk through its holdings of currency and U.S. Treasury futures contracts. The following table provides information about the Managed Futures Fund’s Financial Instruments, which were sensitive to both commodity price and exchange rate risk. As of September 30, 2015, the Managed Futures Fund’s positions were as follows:

ProShares Managed Futures Strategy:

As of September 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 September 30, 2015, which were sensitive to commodity price risk and exchange rate price risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Euro Fx Currency Futures (CME)

Long December 2015 3 $ 1.12 125,000 $ 419,213

Japanese Yen Fx Currency Futures (CME)

Long December 2015 6 83.43 1,250 625,725

US 10 YR Note Futures (CBT)

Long December 2015 11 128.73 1,000 1,416,078

US Treasury Long Bond Futures (CBT)

Long December 2015 6 157.34 1,000 944,063

Natural Gas Futures (NYMEX)

Short November 2015 7 2.52 10,000 176,680

NY Harbor ULSD Futures (NYMEX)

Short November 2015 2 1.54 42,000 129,142

RBOB Gasoline Futures (NYMEX)

Short November 2015 2 1.37 42,000 114,803

Soybean Futures (CBT)

Short November 2015 6 8.92 5,000 267,600

WTI Crude Oil Futures (NYMEX)

Short November 2015 2 45.09 1,000 90,180

Australian Dollar Fx Currency Futures (CME)

Short December 2015 5 69.88 1,000 349,400

British Pound Fx Currency Futures (CME)

Short December 2015 6 151.13 625 566,738

Canadian Dollar Fx Currency Futures (CME)

Short December 2015 6 74.88 1,000 449,280

Cocoa Futures (ICE)

Short December 2015 14 3,114.00 10 435,960

Coffee ‘C’ Futures (ICE)

Short December 2015 4 1.21 37,500 182,025

Copper Futures (COMEX)

Short December 2015 5 2.34 25,000 292,625

Corn Futures (CBT)

Short December 2015 13 3.88 5,000 252,037

Cotton No. 2 Futures (ICE)

Short December 2015 10 0.60 50,000 302,200

Gold 100 OZ Futures (COMEX)

Short December 2015 2 1,115.20 100 223,040

Gold Mini Futures (ICE)

Short December 2015 2 1,115.20 32.15 71,707

Lean Hogs Futures (CME)

Short December 2015 14 0.68 40,000 373,660

Live Cattle Futures (CME)

Short December 2015 8 1.31 40,000 418,960

Silver Futures (COMEX)

Short December 2015 2 14.52 5,000 145,180

Swiss Franc Fx Currency Futures (CME)

Short December 2015 2 102.82 1,250 257,050

Wheat Futures (CBT)

Short December 2015 10 5.13 5,000 256,375

Sugar #11 Futures (CBT)

Short March 2016 18 0.13 112,000 259,661

The September 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

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efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2015 (the “Form 10-K”), for additional information regarding performance for periods longer than a single day.

Equity Market Volatility Sensitivity

Each of the VIX Funds is exposed to equity market volatility risk through its holdings of Financial Instruments. The following tables provide information about each of the VIX Funds’ Financial Instruments, which are sensitive to changes in equity market volatility indexes. As of September 30, 2015 and 2014, each of the VIX Funds’ positions were as follows:

ProShares VIX Short-Term Futures ETF

As of September 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 September 30, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long October 2015 2,745 $ 23.03 1,000 $ 63,203,625

VIX Futures (CBOE)

Long November 2015 2,144 22.13 1,000 47,436,000

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long October 2014 5,102 $ 16.30 1,000 $ 83,162,600

VIX Futures (CBOE)

Long November 2014 3,402 16.65 1,000 56,643,300

The September 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 September 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 September 30, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long January 2016 262 $ 21.98 1,000 $ 5,757,450

VIX Futures (CBOE)

Long February 2016 468 22.18 1,000 10,377,900

VIX Futures (CBOE)

Long March 2016 468 22.18 1,000 10,377,900

VIX Futures (CBOE)

Long April 2016 205 22.43 1,000 4,597,125

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Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long January 2015 506 $ 17.45 1,000 $ 8,829,700

VIX Futures (CBOE)

Long February 2015 844 17.90 1,000 15,107,600

VIX Futures (CBOE)

Long March 2015 844 18.25 1,000 15,403,000

VIX Futures (CBOE)

Long April 2015 338 18.60 1,000 6,286,800

The September 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 Short VIX Short-Term Futures ETF

As of September 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 September 30, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Short October 2015 15,656 $ 23.03 1,000 $ (360,479,400 )

VIX Futures (CBOE)

Short November 2015 12,319 22.13 1,000 (272,557,875 )

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Short October 2014 11,352 $ 16.30 1,000 $ (185,037,600 )

VIX Futures (CBOE)

Short November 2014 7,575 16.65 1,000 (126,123,750 )

The September 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 September 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 September 30, 2015 and 2014, which were sensitive to equity market volatility risk.

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Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long October 2015 16,536 $ 23.03 1,000 $ 380,741,400

VIX Futures (CBOE)

Long November 2015 12,983 22.13 1,000 287,248,875

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long October 2014 18,828 $ 16.30 1,000 $ 306,896,400

VIX Futures (CBOE)

Long November 2014 12,550 16.65 1,000 208,957,500

The September 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.

Commodity Price Sensitivity

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which were sensitive to commodity price risk. As of September 30, 2015 and 2014, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares UltraShort Bloomberg Commodity:

As of September 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 September 30, 2015 and 2014, which were sensitive to commodity price risk.

Swap Agreements as of September 30, 2015

Reference Index

Counterparty Long or
Short
Index
Close
Notional Amount
at Value

Bloomberg Commodity Index

Deutsche Bank AG Short $ 87.8214 $ (5,121,176 )

Bloomberg Commodity Index

Goldman Sachs
International
Short 87.8214 (5,231,008 )

Bloomberg Commodity Index

UBS AG Short 87.8214 (3,530,230 )

Swap Agreements as of September 30, 2014

Reference Index

Counterparty Long or
Short
Index Close Notional Amount
at Value

Bloomberg Commodity Index

Deutsche Bank AG Short $ 118.6922 $ (3,142,104 )

Bloomberg Commodity Index

Goldman Sachs
International
Short 118.6922 (3,692,948 )

Bloomberg Commodity Index

UBS AG Short 118.6922 (1,467,635 )

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The September 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 September 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 September 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional
Amount at
Value

WTI Crude Oil (NYMEX)

Short November 2015 2,842 $ 45.09 1,000 $ (128,145,780 )

Swap Agreements as of September 30, 2015

Reference Index

Counterparty Long or
Short
Index Close Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Short $ 103.4951 $ (43,305,552 )

Bloomberg WTI Crude Oil Subindex

Goldman Sachs
International
Short 103.4951 (38,460,578 )

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A. Short 103.4951 (17,760,098 )

Bloomberg WTI Crude Oil Subindex

UBS AG Short 103.4951 (55,882,943 )

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional
Amount at
Value

WTI Crude Oil (NYMEX)

Short November 2014 1,835 $ 91.16 1,000 $ (167,278,600 )

Swap Agreements as of September 30, 2014

Reference Index

Counterparty Long or
Short
Index Close Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Short $ 240.0850 $ (62,351,907 )

Bloomberg WTI Crude Oil Subindex

Goldman Sachs
International
Short 240.0850 (69,441,497 )

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A. Short 240.0850 (23,563,233 )

Bloomberg WTI Crude Oil Subindex

UBS AG Short 240.0850 (69,653,790 )

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The September 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 September 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 September 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 September 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Short November 2015 962 $ 2.52 10,000 $ (24,280,880 )

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Short November 2014 955 $ 4.12 10,000 $ (39,355,550 )

The September 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.

ProShares UltraShort Gold:

As of September 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 September 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Short December 2015 2 $ 1,115.20 100 $ (223,040 )

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Forward Agreements as of September 30, 2015

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Short $ 1,114.02 $ (62,719,326 )

0.995 Fine Troy Ounce Gold

Goldman Sachs
International
Short 1,114.00 (36,759,772 )

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Short 1,113.99 (15,595,860 )

0.995 Fine Troy Ounce Gold

UBS AG Short 1,113.99 (33,809,597 )

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Short December 2014 2 $ 1,211.60 100 $ (242,320 )

Forward Agreements as of September 30, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Short $ 1,216.53 $ (82,724,040 )

0.995 Fine Troy Ounce Gold

Goldman Sachs
International
Short 1,216.53 (32,843,877 )

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Short 1,216.53 (16,666,461 )

0.995 Fine Troy Ounce Gold

UBS AG Short 1,216.53 (31,690,607 )

The September 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 September 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.

ProShares UltraShort Silver:

As of September 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 September 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Short December 2015 2 $ 14.52 5,000 $ (145,180 )

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Forward Agreements as of September 30, 2015

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Short $ 14.6514 $ (44,247,228 )

0.999 Fine Troy Ounce Silver

Goldman Sachs
International
Short 14.6510 (27,331,441 )

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Short 14.6510 (9,611,056 )

0.999 Fine Troy Ounce Silver

UBS AG Short 14.6510 (28,745,262 )

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Short December 2014 1 $ 17.06 5,000 $ (85,285 )

Forward Agreements as of September 30, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Short $ 17.1113 $ (58,914,206 )

0.999 Fine Troy Ounce Silver

Goldman Sachs
International
Short 17.1110 (20,644,422 )

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Short 17.1110 (11,755,257 )

0.999 Fine Troy Ounce Silver

UBS AG Short 17.1111 (28,233,315 )

The September 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 September 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.

Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Fund’s Financial Instruments, which are sensitive to changes in exchange rates. As of September 30, 2015 and 2014, each of the Currency Fund’s positions were as follows:

ProShares Short Euro:

As of September 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 September 30, 2015 and 2014, which were sensitive to exchange rate price risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional
Amount at
Value

Euro Fx Currency Futures (CME)

Short December 2015 244 $ 1.12 125,000 $ (34,095,950 )

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Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional
Amount at
Value

Euro Fx Currency Futures (CME)

Short December 2014 110 $ 1.26 125,000 $ (17,373,125 )

The September 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 September 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 September 30, 2015 and 2014, which were sensitive to exchange rate price risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional
Amount at
Value

Australian Dollar Fx Currency Futures (CME)

Short December 2015 645 $ 69.88 1,000 $ (45,072,600 )

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional
Amount at
Value

Australian Dollar Fx Currency Futures (CME)

Short December 2014 473 $ 86.97 1,000 $ (41,136,810 )

The September 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.

ProShares UltraShort Euro:

As of September 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 September 30, 2015 and 2014, which were sensitive to exchange rate price risk.

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Foreign Currency Forward Contracts as of September 30, 2015

Reference Currency

Counterparty Long or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs

International

Long 10/09/15 52,575,200 1.1175 $ 58,758,406

Euro

UBS AG Long 10/09/15 84,264,100 1.1175 94,174,139

Euro

Goldman Sachs

International

Short 10/09/15 (527,357,625 ) 1.1175 (589,378,515 )

Euro

UBS AG Short 10/09/15 (589,820,600 ) 1.1175 (659,187,567 )

Foreign Currency Forward Contracts as of September 30, 2014

Reference Currency

Counterparty Long or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs

International

Long 10/03/14 50,953,400 1.2630 $ 64,354,521

Euro

UBS AG Long 10/03/14 16,358,400 1.2630 20,660,780

Euro

Goldman Sachs

International

Short 10/03/14 (407,363,625 ) 1.2630 (514,503,272 )

Euro

UBS AG Short 10/03/14 (408,335,300 ) 1.2630 (515,730,505 )

The September 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 September 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 September 30, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of September 30, 2015

Reference Currency

Counterparty Long or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs
International
Long 10/09/15 5,754,030,200 0.008337 $ 47,975,159

Yen

UBS AG Long 10/09/15 5,101,523,700 0.008337 42,534,780

Yen

Goldman Sachs
International
Short 10/09/15 (42,132,482,600 ) 0.008337 (351,286,398 )

Yen

UBS AG Short 10/09/15 (41,389,892,100 ) 0.008337 (345,094,929 )

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Foreign Currency Forward Contracts as of September 30, 2014

Reference Currency

Counterparty Long or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs
International
Long 10/03/14 2,823,176,700 0.009118 $ 25,741,849

Yen

UBS AG Long 10/03/14 2,754,478,000 0.009118 25,115,452

Yen

Goldman Sachs
International
Short 10/03/14 (51,996,123,300 ) 0.009118 (474,102,939 )

Yen

UBS AG Short 10/03/14 (49,151,071,100 ) 0.009118 (448,161,628 )

The September 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 September 30, 2015 and 2014, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares Ultra Bloomberg Commodity:

As of September 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 September 30, 2015 and 2014, which were sensitive to commodity price risk.

Swap Agreements as of September 30, 2015

Reference Index

Counterparty Long or
Short
Index
Close
Notional Amount at
Value

Bloomberg Commodity Index

Deutsche Bank AG Long $ 87.8214 $ 5,278,242

Bloomberg Commodity Index

Goldman Sachs
International
Long 87.8214 1,530,959

Bloomberg Commodity Index

UBS AG Long 87.8214 358,496

Swap Agreements as of September 30, 2014

Reference Index

Counterparty Long or
Short
Index Close Notional Amount at
Value

Bloomberg Commodity Index

Deutsche Bank AG Long $ 118.6922 $ 2,826,697

Bloomberg Commodity Index

Goldman Sachs
International
Long 118.6922 3,040,456

Bloomberg Commodity Index

UBS AG Long 118.6922 938,766

The September 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

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simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Bloomberg Crude Oil:

As of September 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 September 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long November 2015 11,512 $ 45.09 1,000 $ 519,076,080

Swap Agreements as of September 30, 2015

Reference Index

Counterparty Long or
Short
Index Close Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Long $ 103.4951 $ 299,072,212

Bloomberg WTI Crude Oil Subindex

Goldman Sachs
International
Long 103.4951 329,950,075

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A. Long 103.4951 118,711,010

Bloomberg WTI Crude Oil Subindex

UBS AG Long 103.4951 307,603,721

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long November 2014 1,693 $ 91.16 1,000 $ 154,333,880

Swap Agreements as of September 30, 2014

Reference Index

Counterparty Long or
Short
Index Close Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG Long $ 240.0850 $ 66,036,469

Bloomberg WTI Crude Oil Subindex

Goldman Sachs
International
Long 240.0850 52,389,330

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A. Long 240.0850 24,059,224

Bloomberg WTI Crude Oil Subindex

UBS AG Long 240.0850 61,519,125

The September 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 September 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 September 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 September 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Long November 2015 4,166 $ 2.52 10,000 $ 105,149,840

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Long November 2014 3,374 $ 4.12 10,000 $ 139,042,540

The September 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 September 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 September 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Long December 2015 2 $ 1,115.20 100 $ 223,040

Forward Agreements as of September 30, 2015

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Long $ 1,114.02 $ 81,323,460

0.995 Fine Troy Ounce Gold

Goldman Sachs
International
Long 1,114.00 29,654,680

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Long 1,113.99 17,155,446

0.995 Fine Troy Ounce Gold

UBS AG Long 1,113.99 34,088,094

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Long December 2014 2 $ 1,211.60 100 $ 242,320

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Forward Agreements as of September 30, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Long $ 1,216.53 $ 117,395,145

0.995 Fine Troy Ounce Gold


Goldman Sachs
International

Long 1,216.53 47,833,960

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Long 1,216.53 18,491,256

0.995 Fine Troy Ounce Gold

UBS AG Long 1,216.53 42,091,938

The September 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 September 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 September 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 September 30, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2015

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Long December 2015 2 $ 14.52 5,000 $ 145,180

Forward Agreements as of September 30, 2015

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Long $ 14.6514 $ 185,003,228

0.999 Fine Troy Ounce Silver

Goldman Sachs
International
Long 14.6510 116,956,003

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Long 14.6510 58,369,584

0.999 Fine Troy Ounce Silver

UBS AG Long 14.6510 129,837,162

Futures Positions as of September 30, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Long December 2014 2 $ 17.06 5,000 $ 170,570

Forward Agreements as of September 30, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Long $ 17.1113 $ 369,963,417

0.999 Fine Troy Ounce Silver

Goldman Sachs
International
Long 17.1110 140,358,111

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Long 17.1110 79,189,708

0.999 Fine Troy Ounce Silver

UBS AG Long 17.1111 124,654,364

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The September 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 September 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.

Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Fund’s Financial Instruments, which are sensitive to changes in exchange rates. As of September 30, 2015 and 2014, each of the Currency Fund’s positions were as follows:

ProShares Ultra Euro:

As of September 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 September 30, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of September 30, 2015

Reference Currency

Counterparty Long or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs
International
Long 10/09/15 11,569,925 1.1175 $ 12,930,628

Euro

UBS AG Long 10/09/15 8,722,700 1.1175 9,748,550

Euro

Goldman Sachs
International
Short 10/09/15 (412,400 ) 1.1175 (460,901 )

Euro

UBS AG Short 10/09/15 (640,900 ) 1.1175 (716,274 )

Foreign Currency Forward Contracts as of September 30, 2014

Reference Currency

Counterparty Long or
Short
Settlement
Date
Euro Forward
Rate
Market
Value
USD

Euro

Goldman Sachs
International
Long 10/03/14 621,725 1.2630 $ 785,243

Euro

UBS AG Long 10/03/14 2,994,100 1.2630 3,781,570

Euro

Goldman Sachs
International
Short 10/03/14 (72,700 ) 1.2630 (91,821 )

Euro

UBS AG Short 10/03/14 (97,300 ) 1.2630 (122,891 )

The September 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

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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 September 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 September 30, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of September 30, 2015

Reference Currency

Counterparty Long or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs
International
Long 10/09/15 870,160,900 0.008337 $ 7,255,107

Yen

UBS AG Long 10/09/15 486,769,100 0.008337 4,058,516

Yen

Goldman Sachs
International
Short 10/09/15 (18,075,700 ) 0.008337 (150,709 )

Yen

UBS AG Short 10/09/15 (8,963,800 ) 0.008337 (74,737 )

Foreign Currency Forward Contracts as of September 30, 2014

Reference Currency

Counterparty Long or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs
International
Long 10/03/14 79,232,400 0.009118 $ 722,445

Yen

UBS AG Long 10/03/14 312,531,500 0.009118 2,849,676

Yen

Goldman Sachs
International
Short 10/03/14 (12,190,700 ) 0.009118 (111,155 )

Yen

UBS AG Short 10/03/14 (7,374,200 ) 0.009118 (67,238 )

The September 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.

Q ualitative 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

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returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by two or negative two. Each Matching VIX Fund and the Managed Futures Fund seek investment results (before fees and expenses), both over a single day and over time, that match the performance of a benchmark. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. The Matching VIX Funds seek to achieve their stated objectives both over a single day and over time.

Primary Market Risk Exposure

The primary market risks that the Funds are exposed to depend on each Fund’s investment objective and corresponding benchmark. For example, the primary market risk that the ProShares UltraShort Bloomberg Crude Oil and the ProShares Ultra Bloomberg Crude Oil Funds are exposed to are inverse and direct exposure, respectively, to the price of crude oil as measured by the return of holding and periodically rolling crude oil futures contracts (the Bloomberg Commodity Index and its sub-indexes are based on the price of rolling futures positions, rather than on the cash price for immediate delivery of the corresponding commodity).

Each Fund’s exposure to market risk is further influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

As described above in Item 2 of this Quarterly Report on Form 10-Q, trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contracts or forward agreements into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it is required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

Commodity Price Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Managed Futures Fund, the Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying the Managed Futures Fund, a Commodity Index Fund or a Commodity Fund, and in turn, the Financial Instruments and other assets, if any, owned by such a Fund. The impact of changes in the price of a physical commodity or of a commodity index (comprised of commodity futures contracts) will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an UltraShort Fund and daily decreases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an Ultra Fund.

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.

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Additionally, performance over time is a cumulative effect of geometrically linking each day’s leveraged or inverse leveraged returns. For instance, if a corresponding benchmark was up 10% and then down 10%, which would result in a (1.1*0.9)-1 = -1% period benchmark return, the two-day period return for a theoretical two-times fund would be equal to a (1.2 *0.8)-1 = -4% period Fund return (rather than simply two times the period return of the benchmark).

Equity Market Volatility Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each VIX Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. Several factors may affect the price and/or liquidity of VIX futures contracts and other assets, if any, owned by a VIX Fund. The impact of changes in the price of these assets will affect investors differently depending upon the Fund in which investors invest.

Managing Market Risks

Each Fund seeks to remain fully exposed to the corresponding benchmark at the levels implied by the relevant investment objective (-1x, -2x, or 2x), regardless of market direction or sentiment. At the close of the relevant markets each trading day (see NAV calculation times), each Fund will seek to position its portfolio so that its exposure to its benchmark is consistent with its investment objective. As described above in Item 2 of this Quarterly Report on Form 10-Q, these adjustments are done through the use of various Financial Instruments. No attempt is made to adjust market exposure in order to avoid changes to the benchmark that would cause the Funds to lose value. Factors common to all Funds that may require portfolio re-positioning are create/redeem activity and index rebalances.

For Geared Funds, the impact of the Index’s movements during the day also affects whether the Fund’s portfolio needs to be re-positioned. For example, if the index for an Ultra Fund has risen on a given day, net assets of the Fund should rise. As a result, the Fund’s long exposure will need to be increased to the extent there are not offsetting factors such as redemption activity. Conversely, if the index has fallen on a given day, net assets of an Ultra Fund should fall. As a result, the Fund’s long exposure will generally need to be decreased. Net assets for Short Funds or UltraShort Funds will generally decrease when the index rises on a given day. As a result, the Fund’s short exposure may need to be decreased. Conversely, if the index has fallen on a given day, a Short Fund’s or an UltraShort Fund’s assets should rise. As a result, the Fund’s short exposure may need to be increased.

The use of certain Financial Instruments introduces counterparty risk. A Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments entered into by the Fund. A Fund may be negatively impacted if a counterparty fails to perform its obligations. Each Fund intends to enter into swap and forward agreements only with major global financial institutions that meet certain credit quality standards and monitoring policies. Each Fund may use various techniques to minimize credit risk including early termination or reset and payment, limiting the net amount due from any individual counterparty, and generally requiring that the counterparty post collateral with respect to amounts owed to the Funds, marked to market daily.

Most Financial Instruments held by the Funds are “unfunded” meaning that the Fund will obtain exposure to the corresponding benchmark while still being in possession of its original cash assets. The cash positions that result from use of such Financial Instruments are held in a manner to minimize both interest rate and credit risk. During the reporting period, cash positions were 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).

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of September 30, 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 September 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.

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 and on the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015.

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

(a) None.

(b)

The Trust initially registered Shares on its Registration Statement on Form S-1 (File No. 333-146801), which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on Form S-1 (File No. 333-156888), which was declared effective on February 13, 2009. The Trust terminated these two offerings before the sale of all registered Shares and re-allocated the remaining amount of the registered Shares among the Funds listed on its Registration Statement on Form S-3 (File No. 333-163511), which became effective on December 4, 2009. It then registered additional Shares and/or added Funds pursuant to post-effective amendments to that Registration Statement on Form S-3, which became effective on May 28, 2010, November 5, 2010, December 23, 2010 and April 13, 2011, as well as on a Registration Statement on Form S-1 (File No. 333-178707), which became effective on June 25, 2012. On June 26, 2012, a post-effective amendment to the Registration Statement on Form S-3 (File No. 333-163511) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil and terminated the offerings for certain publicly offered Funds and certain Funds that had never been publicly offered. New offerings for those Funds that had been publicly offered were registered on an accompanying Registration Statement on Form S-1 (File No. 333-176878), which was also declared effective on June 26, 2012. On September 24, 2012, a Registration Statement on Form S-1 (File No. 333-183672) was declared effective, which registered additional Shares for ProShares Ultra VIX Short-Term Futures ETF, ProShares VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF. This registration statement (File No. 333-183672) was a combined prospectus and acted as a post-effective amendment to the Form S-1 (File No. 333-176878). On September 27, 2012, a Registration Statement on Form S-3 (File No. 333-183674) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil and ProShares UltraShort Euro. This registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-163511). On September 28, 2012, a post-effective amendment to a Registration Statement on Form S-1 (File No. 333-178707) was declared effective, terminating the proposed offerings of several unlaunched currency funds. On January 30, 2013, a Registration Statement on Form S-1 (File No. 333-185288) was declared effective. That registration statement, which registered additional Shares to ProShares Short VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statements (File Nos. 333-183672 and 333-178707). Also, on January 30, 2013, a Registration Statement on Form S-3 (File No. 333-185289) was declared effective. That registration statement, which registered additional Shares to ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Euro, ProShares Ultra VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statement (File No. 333-193672) and Form S-3 Registration Statement (File No. 333-183674). On April 24, 2013, a post-effective amendment to the Form S-1 Registration Statement (File No. 333-185288) was declared effective, terminating the registered but unlaunched offerings related to: ProShares UltraPro Short Euro, ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy. On April 29, 2013, a Registration Statement on Form S-3 (File No. 333-187820) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra 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

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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). On August 11, 2015, a Registration Statement on Form S-1 (File No. 333-202724) was declared effective which removed ProShares Ultra Australian Dollar from the Form S-1. No additional shares were registered. That registration statement was a combined prospectus and acted as a pre-effective amendment to post-effective amendment No. 1 of the Form S-1. Thus, as of September 30, 2015, the Trust continued to have two effective registration statements outstanding: 1) a Form S-1 Registration Statement (No. 333-202724); 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
September 30, 2015
Shares Sold
For the
Three Months
Ended

September 30,
2015
Sale Price of
Shares Sold For
the

Three Months
Ended

September 30,
2015

ProShares Managed Futures Strategy
Common Units of Beneficial Interest

$ 507,983,561 150,000 $ 3,080,176

ProShares VIX Short-Term Futures ETF
Common Units of Beneficial Interest

$ 2,068,623,063 1,875,000 $ 20,937,604

ProShares VIX Mid-Term Futures ETF
Common Units of Beneficial Interest

$ 613,778,983 $

ProShares Short VIX Short-Term Futures ETF
Common Units of Beneficial Interest

$ 3,589,767,641 14,150,000 $ 826,161,803

ProShares Ultra VIX Short-Term Futures ETF
Common Units of Beneficial Interest

$ 4,255,550,774 21,300,000 $ 838,745,150

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 1,050,000 $ 99,211,989

ProShares UltraShort Bloomberg Natural Gas
Common Units of Beneficial Interest

$ 400,500,384 100,000 $ 7,060,999

ProShares UltraShort Gold
Common Units of Beneficial Interest

$ 503,545,611 $

ProShares UltraShort Silver
Common Units of Beneficial Interest

$ 2,059,037,461 50,000 $ 5,960,131

ProShares Short Euro
Common Units of Beneficial Interest

$ 174,672,977 450,000 $ 19,144,661

ProShares UltraShort Australian Dollar Common Units of Beneficial Interest

$ 172,771,084 $

ProShares UltraShort Euro
Common Units of Beneficial Interest

$ 1,888,450,946 $

ProShares UltraShort Yen
Common Units of Beneficial Interest

$ 951,962,134 300,000 $ 28,570,612

ProShares Ultra Bloomberg Commodity
Common Units of Beneficial Interest

$ 128,403,776 50,000 $ 1,787,264

ProShares Ultra Bloomberg Crude Oil
Common Units of Beneficial Interest

$ 3,838,773,188 17,850,000 $ 501,920,309

ProShares Ultra Bloomberg Natural Gas
Common Units of Beneficial Interest

$ 520,169,061 700,000 $ 27,259,407

ProShares Ultra Gold
Common Units of Beneficial Interest

$ 683,270,223 50,000 $ 1,757,621

ProShares Ultra Silver
Common Units of Beneficial Interest

$ 2,251,471,600 500,000 $ 16,861,806

ProShares Ultra Euro
Common Units of Beneficial Interest

$ 126,652,323 $

ProShares Ultra Yen
Common Units of Beneficial Interest

$ 138,726,333 $

Total:

$ 27,161,727,301 58,575,000 $ 2,398,459,532

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(b) From July 1, 2015 to September 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

07/01/15 to 07/30/15

$

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

150,000 $ 20.33

ProShares VIX Short-Term Futures ETF

07/01/15 to 07/30/15

1,450,000 $ 13.52

08/01/15 to 08/31/15

5,400,000 $ 16.58

09/01/15 to 09/30/15

1,150,000 $ 18.64

ProShares VIX Mid-Term Futures ETF

07/01/15 to 07/30/15

$

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

$

ProShares Short VIX Short-Term Futures ETF

07/01/15 to 07/30/15

2,250,000 $ 92.26

08/01/15 to 08/31/15

150,000 $ 90.38

09/01/15 to 09/30/15

800,000 $ 54.74

ProShares Ultra VIX Short-Term Futures ETF

07/01/15 to 07/30/15

8,550,000 $ 34.81

08/01/15 to 08/31/15

9,950,000 $ 40.07

09/01/15 to 09/30/15

6,650,000 $ 63.17

ProShares UltraShort Bloomberg Commodity

07/01/15 to 07/30/15

$

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

$

ProShares UltraShort Bloomberg Crude Oil

07/01/15 to 07/30/15

1,250,000 $ 72.59

08/01/15 to 08/31/15

800,000 $ 104.07

09/01/15 to 09/30/15

550,000 $ 89.28

ProShares UltraShort Bloomberg Natural Gas

07/01/15 to 07/30/15

150,000 $ 77.81

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

$

ProShares UltraShort Gold

07/01/15 to 07/30/15

$

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

50,000 $ 104.02

ProShares UltraShort Silver

07/01/15 to 07/30/15

100,000 $ 121.08

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

50,000 $ 120.73

ProShares Short Euro

07/01/15 to 07/30/15

$

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

100,000 $ 42.13

ProShares UltraShort Australian Dollar

07/01/15 to 07/30/15

$

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

$

ProShares UltraShort Euro

07/01/15 to 07/30/15

1,500,000 $ 25.19

08/01/15 to 08/31/15

900,000 $ 23.92

09/01/15 to 09/30/15

600,000 $ 23.93

ProShares UltraShort Yen

07/01/15 to 07/30/15

150,000 $ 93.35

08/01/15 to 08/31/15

650,000 $ 88.59

09/01/15 to 09/30/15

450,000 $ 87.99

ProShares Ultra Bloomberg Commodity

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07/01/15 to 07/30/15

$

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

$

ProShares Ultra Bloomberg Crude Oil

07/01/15 to 07/30/15

200,000 $ 35.65

08/01/15 to 08/31/15

2,950,000 $ 26.86

09/01/15 to 09/30/15

1,350,000 $ 24.50

ProShares Ultra Bloomberg Natural Gas

07/01/15 to 07/30/15

50,000 $ 41.12

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

400,000 $ 35.09

ProShares Ultra Gold

07/01/15 to 07/30/15

$

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

$

ProShares Ultra Silver

07/01/15 to 07/30/15

150,000 $ 31.71

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

300,000 $ 31.84

ProShares Ultra Euro

07/01/15 to 07/30/15

100,000 $ 16.57

08/01/15 to 08/31/15

50,000 $ 17.88

09/01/15 to 09/30/15

$

ProShares Ultra Yen

07/01/15 to 07/30/15

$

08/01/15 to 08/31/15

$

09/01/15 to 09/30/15

$

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: November 9, 2015

/s/ Edward Karpowicz

By: Edward Karpowicz

Principal Financial Officer

Date: November 9, 2015
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