NOTE 3 – INVESTMENTS

Short-Term Investments

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

Accounting for Derivative Instruments

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

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

Futures Contracts

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

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

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

Swap Agreements

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

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

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

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

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

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

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

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

Forward Contracts

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

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

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

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

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

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

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

Fair Value of Derivative Instruments

as of March 31, 2015

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for

as hedging

instruments

Statements of

Financial

Condition

Location

Fund

Unrealized
Appreciation

Statements of

Financial

Condition

Location

Fund

Unrealized
Depreciation

Managed Futures Contracts

Receivables on open futures contracts

ProShares Managed Futures Strategy

190,575

Payable on open futures contracts

ProShares Managed Futures Strategy

107,342

VIX Futures Contracts

Receivables on open futures contracts

ProShares VIX Short-Term Futures ETF

710,151

Payable on open futures contracts

ProShares VIX Short-Term Futures ETF

5,816,262

ProShares VIX Mid-Term Futures ETF

116,200

ProShares VIX Mid-Term Futures ETF

616,590

ProShares Short VIX Short-Term Futures ETF

8,591,734

ProShares Short VIX Short-Term Futures ETF

1,599,750

ProShares Ultra VIX Short-Term Futures ETF

6,202,210

ProShares Ultra VIX Short-Term Futures ETF

55,127,903

Commodities Contracts

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

ProShares UltraShort Bloomberg Commodity

276,625

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

ProShares UltraShort Gold

1,588,121

ProShares UltraShort Bloomberg Crude Oil

44,263,734

ProShares UltraShort Silver

3,736,183

ProShares UltraShort Bloomberg Natural Gas

859,740

ProShares Ultra Bloomberg Commodity

129,433

ProShares UltraShort Silver

3,095

ProShares Ultra Bloomberg Crude Oil

142,337,660

ProShares Ultra Gold

1,666,988

ProShares Ultra Bloomberg Natural Gas

7,437,631

ProShares Ultra Silver

22,620,868

ProShares Ultra Silver

3,320

Foreign Exchange Contracts

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

ProShares Short Euro

109,769

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

ProShares UltraShort Euro

2,088,667

ProShares UltraShort Australian Dollar

419,850

ProShares UltraShort Yen

57,733

ProShares UltraShort Euro

25,478,862

ProShares Ultra Australian Dollar

57,414

ProShares UltraShort Yen

725,490

ProShares Ultra Euro

780,795

ProShares Ultra Euro

2,045

ProShares Ultra Yen

41,178

Total Trust

112,237,936

Total Trust

221,525,982

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

Fair Value of Derivative Instruments

as of December 31, 2014

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for

as hedging

instruments

Statements of

Financial

Condition

Location

Fund

Unrealized
Appreciation

Statements of

Financial

Condition

Location

Fund

Unrealized
Depreciation

Managed Futures Contracts

Receivables on open futures contracts

ProShares Managed Futures Strategy

122,831

Payable on open futures contracts

ProShares Managed Futures Strategy

18,504

VIX Futures Contracts

Receivables on open futures contracts

ProShares VIX Short-Term Futures ETF

6,264,620

Payable on open futures contracts

ProShares VIX Mid-Term Futures ETF

222,845

ProShares VIX Mid-Term Futures ETF

483,510

ProShares Short VIX Short-Term ETF

16,352,149

ProShares Ultra VIX Short-Term Futures ETF

39,585,253

Commodities Contracts

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

ProShares UltraShort Bloomberg Commodity

567,259

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

ProShares UltraShort Gold

2,287,298

ProShares UltraShort Bloomberg Crude Oil

42,824,680

ProShares UltraShort Silver

204,570

ProShares UltraShort Bloomberg Natural Gas

3,941,465

ProShares Ultra Bloomberg Commodity

331,338

ProShares UltraShort Silver

801,083

ProShares Ultra Bloomberg Crude Oil

122,655,884

ProShares Ultra Gold

2,055,734

ProShares Ultra Bloomberg Natural Gas

34,889,283

ProShares Ultra Silver

12,396,680

Foreign Exchange Contracts

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

ProShares Short Euro

385,331

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

ProShares UltraShort Euro

2,256,771

ProShares UltraShort Australian Dollar

743,481

ProShares UltraShort Yen

2,149,924

ProShares UltraShort Euro

19,019,765

ProShares Ultra Australian Dollar

96,825

ProShares UltraShort Yen

571,149

ProShares Ultra Euro

106,292

ProShares Ultra Euro

2,921

ProShares Ultra Yen

15,649

ProShares Ultra Yen

404

Total Trust

117,369,486

Total Trust

193,984,012

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

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended March 31, 2015


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Managed Futures Contracts	Net realized gain (loss) on futures contracts / changes in unrealized appreciation/depreciation on futures contracts	ProShares Managed Futures Strategy	$	119,252		$	(21,094	)

VIX Futures Contracts	Net realized gain (loss) on futures contracts, changes in unrealized appreciation/ depreciation on futures contracts	ProShares VIX Short-Term Futures ETF		(8,978,330	)		(11,370,731	)
		ProShares VIX Mid-Term Futures ETF		126,671			(761,055	)
		ProShares Short VIX Short-Term Futures ETF		23,811,285			23,344,133
		ProShares Ultra VIX Short-Term Futures ETF		(135,093,226	)		(88,510,946	)

Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares UltraShort Bloomberg Commodity		856,549			(290,634	)
		ProShares UltraShort Bloomberg Crude Oil		44,649,872			1,439,054
		ProShares UltraShort Bloomberg Natural Gas		5,179,268			(3,081,725	)
		ProShares UltraShort Gold		1,918,530			699,177
		ProShares UltraShort Silver		(1,361,705	)		(4,329,601	)
		ProShares Ultra Bloomberg Commodity		(520,459	)		201,905
		ProShares Ultra Bloomberg Crude Oil		(173,683,119	)		(19,681,776	)
		ProShares Ultra Bloomberg Natural Gas		(45,836,964	)		27,451,658
		ProShares Ultra Gold		(2,987,756	)		(388,746	)
		ProShares Ultra Silver		(17,769,093	)		35,014,228

Foreign Exchange Contracts	Net realized gain (loss) on futures and/or foreign currency forward contracts/changes in unrealized appreciation/ depreciation on futures and/or foreign currency forward contracts	ProShares Short Euro		2,057,094			(275,562	)
		ProShares UltraShort Australian Dollar		2,979,670			(323,631	)
		ProShares UltraShort Euro		107,515,818			6,627,201
		ProShares UltraShort Yen		(5,107,734	)		2,246,532
		ProShares Ultra Australian Dollar		(376,158	)		39,411
		ProShares Ultra Euro		(1,065,216	)		(675,379	)
		ProShares Ultra Yen		(80,612	)		(25,933	)

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

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended March 31, 2014


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts / changes in unrealized appreciation/ depreciation on futures contracts	ProShares VIX Short-Term Futures ETF	$	15,779,707		$	11,625,721
		ProShares VIX Mid-Term Futures ETF		(5,397,902	)		2,889,479
		ProShares Short VIX Short-Term Futures ETF		2,731,436			(33,756	)
		ProShares Ultra VIX Short-Term Futures ETF		(3,546,304	)		(5,691,916	)

Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares UltraShort Bloomberg Commodity		(635,695	)		129,934
		ProShares UltraShort Bloomberg Crude Oil		(12,278,001	)		(3,391,572	)
		ProShares UltraShort Bloomberg Natural Gas		(9,215,034	)		3,437,020
		ProShares UltraShort Gold		(22,149,687	)		2,901,049
		ProShares UltraShort Silver		(12,614,405	)		9,961,567
		ProShares Ultra Bloomberg Commodity		537,342			(129,206	)
		ProShares Ultra Bloomberg Crude Oil		21,193,668			484,711
		ProShares Ultra Bloomberg Natural Gas		16,803,375			1,805,128
		ProShares Ultra Gold		23,433,620			(5,199,398	)
		ProShares Ultra Silver		73,955,572			(55,636,611	)

Foreign Exchange Contracts	Net realized gain (loss) on futures and/or foreign currency forward contracts/changes in unrealized appreciation/ depreciation on futures and/or foreign currency forward contracts	ProShares Short Euro		(66,588	)		81,131
		ProShares UltraShort Australian Dollar		(78,609	)		(2,139,484	)
		ProShares UltraShort Euro		(12,182,041	)		10,024,197
		ProShares UltraShort Yen		(102,730	)		(24,540,300	)
		ProShares Ultra Australian Dollar		(27,427	)		311,205
		ProShares Ultra Euro		85,136			(79,978	)
		ProShares Ultra Yen		(10,517	)		118,080

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

Offsetting Assets and Liabilities

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

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


Fair Values of Derivative Instruments as of March 31, 2015
	Assets						Liabilities
	Gross Amounts of Recognized Assets presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Assets presented in the Statements of Financial Condition		Gross Amounts of Recognized Liabilities presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Liabilities presented in the Statements of Financial Condition
ProShares UltraShort Bloomberg Commodity
Swap agreements		276,625		—		276,625		—		—		—
ProShares UltraShort Bloomberg Crude Oil
Swap agreements		26,857,473		—		26,857,473		—		—		—
ProShares UltraShort Gold
Forward agreements		—		—		—		1,582,081		—		1,582,081
ProShares UltraShort Silver
Forward agreements		—		—		—		3,736,183		—		3,736,183
ProShares UltraShort Euro
Foreign currency forward contracts		25,478,862		—		25,478,862		2,088,667		—		2,088,667
ProShares UltraShort Yen
Foreign currency forward contracts		725,490		—		725,490		57,733		—		57,733
ProShares Ultra Bloomberg Commodity
Swap agreements		—		—		—		129,433		—		129,433
ProShares Ultra Bloomberg Crude Oil
Swap agreements		—		—		—		78,474,219		—		78,474,219
ProShares Ultra Gold
Forward agreements		1,660,968		—		1,660,968		—		—		—
ProShares Ultra Silver
Forward agreements		22,620,868		—		22,620,868		—		—		—
ProShares Ultra Euro
Foreign currency forward contracts		2,045		—		2,045		780,795		—		780,795
ProShares Ultra Yen
Foreign currency forward contracts		—		—		—		41,178		—		41,178

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


Gross Amounts Not Offset in the Statements of Financial Condition as of March 31, 2015
	Amounts of Recognized Assets / (Liabilities) presented in the Statements of Financial Condition			Financial Instruments for the Benefit of (the Funds) / the Counterparties			Cash Collateral for the Benefit of (the Funds) / the Counterparties			Net Amount
ProShares UltraShort Bloomberg Commodity
Deutsche Bank AG		118,941			—			—			118,941
Goldman Sachs International		113,070			—			—			113,070
UBS AG		44,614			—			—			44,614
ProShares UltraShort Bloomberg Crude Oil
Deutsche Bank AG		9,502,897			—			(6,400,000	)		3,102,897
Goldman Sachs International		7,090,832			(4,179,789	)		—			2,911,043
Societe Generale S.A.		2,850,353			(2,850,353	)		—			—
UBS AG		7,413,391			(4,951,884	)		—			2,461,507
ProShares UltraShort Gold
Deutsche Bank AG		(647,913	)		647,913			—			—
Goldman Sachs International		(370,015	)		370,015			—			—
Societe Generale S.A.		(375,583	)		375,583			—			—
UBS AG		(188,570	)		188,570			—			—
ProShares UltraShort Silver
Deutsche Bank AG		(1,877,505	)		1,877,505			—			—
Goldman Sachs International		(860,699	)		860,699			—			—
Societe Generale S.A.		(296,399	)		296,399			—			—
UBS AG		(701,580	)		701,580			—			—
ProShares UltraShort Euro
Goldman Sachs International		11,076,250			(7,250,046	)		—			3,826,204
UBS AG		12,313,945			(9,399,102	)		—			2,914,843
ProShares UltraShort Yen
Goldman Sachs International		446,692			(446,692	)		—			—
UBS AG		221,065			(221,065	)		—			—
ProShares Ultra Bloomberg Commodity
Deutsche Bank AG		(54,521	)		54,521			—			—
Goldman Sachs International		(55,872	)		55,872			—			—
UBS AG		(19,040	)		19,040			—			—
ProShares Ultra Bloomberg Crude Oil
Deutsche Bank AG		(24,270,565	)		24,270,565			—			—
Goldman Sachs International		(24,277,344	)		24,277,344			—			—
Societe Generale S.A.		(8,155,514	)		8,155,514			—			—
UBS AG		(21,770,796	)		21,770,796			—			—
ProShares Ultra Gold
Deutsche Bank AG		895,425			—			(800,000	)		95,425
Goldman Sachs International		346,843			(311,985	)		—			34,858
Societe Generale S.A.		90,113			(90,113	)		—			—
UBS AG		328,587			(302,741	)		—			25,846
ProShares Ultra Silver
Deutsche Bank AG		12,075,006			—			(12,075,006	)		—
Goldman Sachs International		4,343,236			(4,343,236	)		—			—
Societe Generale S.A.		2,548,949			(2,548,949	)		—			—
UBS AG		3,653,677			(3,653,677	)		—			—
ProShares Ultra Euro
Goldman Sachs International		(361,029	)		361,029			—			—
UBS AG		(417,721	)		417,721			—			—
ProShares Ultra Yen
Goldman Sachs International		(15,605	)		15,605			—			—
UBS AG		(25,573	)		25,573			—			—


Fair Values of Derivative Instruments as of December 31, 2014
	Assets						Liabilities
	Gross Amounts of Recognized Assets presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Assets presented in the Statements of Financial Condition		Gross Amounts of Recognized Liabilities presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Liabilities presented in the Statements of Financial Condition
ProShares UltraShort Bloomberg Commodity
Swap agreements		567,259		—		567,259		—		—		—
ProShares UltraShort Bloomberg Crude Oil
Swap agreements		27,018,077		—		27,018,077		—		—		—
ProShares UltraShort Gold
Forward agreements		—		—		—		2,282,778		—		2,282,778
ProShares UltraShort Silver
Forward agreements		799,523		—		799,523		204,570		—		204,570
ProShares UltraShort Euro
Foreign currency forward contracts		19,019,765		—		19,019,765		2,256,771		—		2,256,771
ProShares UltraShort Yen
Foreign currency forward contracts		571,149		—		571,149		2,149,924		—		2,149,924
ProShares Ultra Bloomberg Commodity
Swap agreements		—		—		—		331,338		—		331,338
ProShares Ultra Bloomberg Crude Oil
Swap agreements		—		—		—		76,181,097		—		76,181,097
ProShares Ultra Gold
Forward agreements		2,051,154		—		2,051,154		—		—		—
ProShares Ultra Silver
Forward agreements		—		—		—		12,395,120		—		12,395,120
ProShares Ultra Euro
Foreign currency forward contracts		2,921		—		2,921		106,292		—		106,292
ProShares Ultra Yen
Foreign currency forward contracts		404		—		404		15,649		—		15,649

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


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			—			—