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 affected. The initial margin is segregated as cash and/or securities 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 and/or securities. 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 Fund’s Custodian. Until a swap agreement is settled in cash, the gain or loss on the notional amount less any transaction costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced asset.

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

Swap agreements involve, to varying degrees, elements of market risk 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, 2017 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, 2017, 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 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, 2017, 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 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, 2017

Assets Derivatives

Liability Derivatives

Derivatives not

Statements of

accounted for

Financial

as hedging

Condition

Unrealized

Condition

Unrealized

instruments

Location

Fund

Appreciation

Location

Fund

Depreciation

VIX Futures Contracts

Receivables on open futures contracts

ProShares Short VIX Short-Term Futures ETF

94,244,035*

Payable on open futures contracts

ProShares VIX Short-Term Futures ETF

18,329,321*

ProShares VIX Mid-Term Futures ETF

1,941,640*

ProShares Ultra VIX Short-Term Futures ETF

101,763,031*

Commodities Contracts

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

ProShares UltraShort Bloomberg Natural Gas

348,521*

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

ProShares UltraShort Bloomberg Crude Oil

19,045,866*

ProShares UltraShort Gold

2,961,605

ProShares UltraPro 3X Short Crude Oil ETF

2,423,370*

ProShares UltraShort Silver

2,157,373*

ProShares UltraShort Gold

9,540*

ProShares Ultra Bloomberg Crude Oil

54,614,553*

ProShares Ultra Bloomberg Natural Gas

971,690*

ProShares UltraPro 3X Crude Oil ETF

1,272,779*

ProShares Ultra Gold

8,453,427

ProShares Ultra Gold

9,520*

ProShares Ultra Silver

28,248,742*

Foreign Exchange Contracts

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

ProShares Short Euro

106,206*

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

ProShares UltraShort Euro

565,859

ProShares UltraShort Australian Dollar

379,490*

ProShares UltraShort Yen

570,141

ProShares UltraShort Euro

4,465,552

ProShares Ultra Euro

291,439

ProShares UltraShort Yen

9,817,020

ProShares Ultra Yen

407,660

ProShares Ultra Euro

82,079

ProShares Ultra Yen

12,351

Total Trust

170,471,084*

Total Trust

183,021,726*

*	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, 2016

Assets 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

VIX Futures Contracts

Receivables on open futures contracts

ProShares VIX Short-Term Futures ETF

2,273,874

Payable on open futures contracts

ProShares VIX Short-Term Futures ETF

2,742,526

ProShares VIX Mid-Term Futures ETF

68,375

ProShares VIX Mid-Term Futures ETF

1,356,620

ProShares Ultra VIX Short-Term Futures ETF

13,594,875

ProShares Short VIX Short-Term Futures ETF

10,309,611

ProShares Ultra VIX Short-Term Futures ETF

21,567,112

Commodities Contracts

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

ProShares UltraShort Gold

3,052,546

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

ProShares UltraShort Bloomberg Crude Oil

13,633,696

ProShares UltraShort Silver

1,411,556

ProShares UltraShort Bloomberg Natural Gas

482,031

ProShares Ultra Bloomberg Crude Oil

60,895,736

ProShares Ultra Gold

4,450,067

ProShares Ultra Bloomberg Natural Gas

2,536,720

ProShares Ultra Silver

21,003,549

Foreign Exchange Contracts

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

ProShares Short Euro

132,900

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

ProShares UltraShort Euro

356,139

ProShares UltraShort Australian Dollar

1,182,340

ProShares UltraShort Yen

125,420

ProShares UltraShort Euro

16,519,070

ProShares Ultra Euro

576,558

ProShares UltraShort Yen

16,870,357

ProShares Ultra Yen

342,455

ProShares Ultra Euro

2,548

ProShares Ultra Yen

379

Total Trust

118,541,276

Total Trust

76,945,784

*	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.

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended September 30, 2017


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	$	(27,447,205	)	$	(17,219,461	)
		ProShares VIX Mid-Term Futures ETF		(3,965,084	)		364,615
		ProShares Short VIX Short-Term Futures ETF		188,300,727			100,033,466
		ProShares Ultra VIX Short-Term Futures ETF		(126,532,816	)		(95,515,562	)
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 Crude Oil		(9,418,807	)		(30,456,798	)
		ProShares UltraPro 3X Short Crude Oil ETF		(1,540,337	)		(2,178,096	)
		ProShares UltraShort Bloomberg Natural Gas		(151,368	)		615,201
		ProShares UltraShort Gold		(2,644,155	)		299,106
		ProShares UltraShort Silver		(467,171	)		(393,756	)
		ProShares Ultra Bloomberg Crude Oil		45,497,245			112,823,127
		ProShares UltraPro 3X Crude Oil ETF		4,971,742			694,326
		ProShares Ultra Bloomberg Natural Gas		(2,014,548	)		(1,078,511	)
		ProShares Ultra Gold		5,462,918			(549,421	)
		ProShares Ultra Silver		1,064,270			7,159,593
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		(599,482	)		291,787
		ProShares UltraShort Australian Dollar		(1,453,355	)		837,800
		ProShares UltraShort Euro		(24,505,520	)		10,103,133
		ProShares UltraShort Yen		(1,067,853	)		(83,509	)
		ProShares Ultra Euro		1,259,663			(519,273	)
		ProShares Ultra Yen		(4,492	)		(52,440	)

		Total Trust	$	44,744,372		$	85,175,327

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended September 30, 2016


						Change in
						Unrealized Appreciation/
Derivatives not accounted	Location of Gain (Loss) on Derivatives		Realized Gain (Loss) on Derivatives			Depreciation on Derivatives
for as hedging instruments	Recognized in Income	Fund	Recognized in Income			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	$	(101,785,229	)	$	6,786,934
		ProShares VIX Mid-Term Futures ETF		(4,899,530	)		(1,149,750	)
		ProShares Short VIX Short-Term Futures ETF		277,246,086			(51,813,012	)
		ProShares Ultra VIX Short-Term Futures ETF		(745,101,700	)		138,973,918
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 Crude Oil		50,281,494			(32,976,232	)
		ProShares UltraShort Bloomberg Natural Gas		(101,997	)		712,984
		ProShares UltraShort Gold		(10,296,533	)		9,770,795
		ProShares UltraShort Silver		(14,865,870	)		9,507,258
		ProShares Ultra Bloomberg Crude Oil		(246,218,628	)		165,582,895
		ProShares Ultra Bloomberg Natural Gas		1,964,411			(8,409,834	)
		ProShares Ultra Gold		12,629,891			(13,416,914	)
		ProShares Ultra Silver		119,372,366			(88,240,470	)
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		327,212			(488,475	)
		ProShares UltraShort Australian Dollar		(318,842	)		(971,687	)
		ProShares UltraShort Euro		(5,537,097	)		(2,518,631	)
		ProShares UltraShort Yen		(33,476,385	)		23,071,090
		ProShares Ultra Euro		46,252			118,030
		ProShares Ultra Yen		955,047			(764,447	)

		Total Trust	$	(699,779,052	)	$	153,774,452

The Effect of Derivative Instruments on the Statements of Operations

For the nine months ended September 30, 2017


						Change in
						Unrealized Appreciation/
Derivatives not accounted	Location of Gain (Loss) on Derivatives		Realized Gain (Loss) on Derivatives			Depreciation on Derivatives
for as hedging instruments	Recognized in Income	Fund	Recognized in Income			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	$	(126,202,705	)	$	(17,860,669	)
		ProShares VIX Mid-Term Futures ETF		(19,180,135	)		(653,395	)
		ProShares Short VIX Short-Term Futures ETF		471,128,319			104,553,646
		ProShares Ultra VIX Short-Term Futures ETF		(646,036,987	)		(93,790,794	)
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 Crude Oil		49,807,530			(5,412,170	)
		ProShares UltraPro 3X Short Crude Oil ETF		232,006			(2,423,370	)
		ProShares UltraShort Bloomberg Natural Gas		1,756,252			830,552
		ProShares UltraShort Gold		(10,938,952	)		(100,481	)
		ProShares UltraShort Silver		(2,693,320	)		745,817
		ProShares Ultra Bloomberg Crude Oil		(123,511,840	)		(6,281,183	)
		ProShares UltraPro 3X Crude Oil ETF		3,137,907			1,272,779
		ProShares Ultra Bloomberg Natural Gas		(21,040,313	)		(3,508,410	)
		ProShares Ultra Gold		23,362,749			(3,993,840	)
		ProShares Ultra Silver		20,327,016			(7,245,193	)
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		(1,334,988	)		(26,694	)
		ProShares UltraShort Australian Dollar		(1,920,606	)		(802,850	)
		ProShares UltraShort Euro		(45,334,575	)		(12,263,238	)
		ProShares UltraShort Yen		(17,529,013	)		(7,498,058	)
		ProShares Ultra Euro		2,666,172			364,650
		ProShares Ultra Yen		338,091			(53,233	)

		Total Trust	$	(442,967,392	)	$	(54,146,134	)

The Effect of Derivative Instruments on the Statements of Operations

For the nine months ended September 30, 2016


						Change in
						Unrealized Appreciation/
Derivatives not accounted	Location of Gain (Loss) on Derivatives		Realized Gain (Loss) on Derivatives			Depreciation on Derivatives
for as hedging instruments	Recognized in Income	Fund	Recognized in Income			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	$	(134,345,928	)	$	(8,475,358	)
		ProShares VIX Mid-Term Futures ETF		(5,248,725	)		(1,917,790	)
		ProShares Short VIX Short-Term Futures ETF		263,024,643			16,663,427
		ProShares Ultra VIX Short-Term Futures ETF		(1,269,233,467	)		(51,163,549	)
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 Crude Oil		(36,896,214	)		(29,823,971	)
		ProShares UltraShort Bloomberg Natural Gas		455,516			2,803,566
		ProShares UltraShort Gold		(29,965,169	)		(231,807	)
		ProShares UltraShort Silver		(26,655,192	)		(4,267,196	)
		ProShares Ultra Bloomberg Crude Oil		(132,872,456	)		190,316,382
		ProShares Ultra Bloomberg Natural Gas		6,591,697			(7,752,693	)
		ProShares Ultra Gold		33,703,970			(204,134	)
		ProShares Ultra Silver		174,870,519			9,826,416
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		(199,588	)		(270,444	)
		ProShares UltraShort Australian Dollar		(2,462,334	)		(495,700	)
		ProShares UltraShort Euro		(60,591,547	)		30,435,313
		ProShares UltraShort Yen		(86,173,771	)		14,006,768
		ProShares Ultra Euro		1,155,961			(654,504	)
		ProShares Ultra Yen		2,273,130			(268,290	)

		Total Trust	$	(1,302,568,955	)	$	158,526,436

Offsetting Assets and Liabilities

Each Fund is subject to master netting agreements or similar arrangements that allow for amounts owed between each Fund 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, 2017.


Fair Values of Derivative Instruments as of September 30, 2017
	Assets						Liabilities
	Gross Amounts of Recognized Assets presented in the Statements of Financial Condition		Gross Amounts Offset in the 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 Crude Oil
Swap agreements	$	—	$	—	$	—	$	13,678,377	$	—	$	13,678,377
ProShares UltraShort Gold
Forward agreements		2,961,605		—		2,961,605		—		—		—
ProShares UltraShort Silver
Forward agreements		2,152,433		—		2,152,433		—		—		—
ProShares UltraShort Euro
Foreign currency forward contracts		4,465,552		—		4,465,552		565,859		—		565,859
ProShares UltraShort Yen
Foreign currency forward contracts		9,817,020		—		9,817,020		570,141		—		570,141
ProShares Ultra Bloomberg Crude Oil
Swap agreements		40,796,900		—		40,796,900		—		—		—
ProShares Ultra Gold
Forward agreements		—		—		—		8,453,427		—		8,453,427
ProShares Ultra Silver
Forward agreements		—		—		—		28,243,802		—		28,243,802
ProShares Ultra Euro
Foreign currency forward contracts		82,079		—		82,079		291,439		—		291,439
ProShares Ultra Yen
Foreign currency forward contracts		12,351		—		12,351		407,660		—		407,660

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at September 30, 2017. 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, 2017
	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 Crude Oil
Citibank, N.A.	$	(6,092,070	)	$	6,092,070		$	—		$	—
Goldman Sachs International		(3,900,635	)		3,900,635			—			—
Societe Generale		(514,835	)		514,835			—			—
UBS AG		(3,170,837	)		3,170,837			—			—
ProShares UltraShort Gold
Citibank, N.A.		1,045,390			—			—			1,045,390
Goldman Sachs International		835,086			(692,611	)		—			142,475
Societe Generale		267,146			(267,146	)		—			—
UBS AG		813,983			—			(660,000	)		153,983
ProShares UltraShort Silver
Citibank, N.A.		775,445			—			—			775,445
Goldman Sachs International		671,956			—			—			671,956
Societe Generale		143,987			—			—			143,987
UBS AG		561,045			—			(350,000	)		211,045
ProShares UltraShort Euro
Goldman Sachs International		2,034,015			(2,034,015	)		—			—
UBS AG		1,865,678			—			(1,865,678	)		—
ProShares UltraShort Yen
Goldman Sachs International		4,588,344			(4,588,344	)		—			—
UBS AG		4,658,535			—			(4,550,000	)		108,535
ProShares Ultra Bloomberg Crude Oil
Citibank, N.A.		13,855,515			—			—			13,855,515
Goldman Sachs International		11,965,958			(11,930,988	)		—			34,970
Societe Generale		4,548,744			(4,548,744	)		—			—
UBS AG		10,426,683			—			(9,900,000	)		526,683
ProShares Ultra Gold
Citibank, N.A.		(2,994,458	)		2,994,458			—			—
Goldman Sachs International		(2,118,074	)		2,118,074			—			—
Societe Generale		(1,015,643	)		1,015,643			—			—
UBS AG		(2,325,252	)		2,325,252			—			—
ProShares Ultra Silver
Citibank, N.A.		(9,405,158	)		9,405,158			—			—
Goldman Sachs International		(7,478,422	)		7,478,422			—			—
Societe Generale		(3,531,263	)		3,531,263			—			—
UBS AG		(7,828,959	)		7,828,959			—			—
ProShares Ultra Euro
Goldman Sachs International		(103,093	)		103,093			—			—
UBS AG		(106,267	)		106,267			—			—
ProShares Ultra Yen
Goldman Sachs International		(216,458	)		216,458			—			—
UBS AG		(178,851	)		27,993			—			(150,858	)

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, 2016:


Fair Values of Derivative Instruments as of December 31, 2016
	Assets						Liabilities
	Gross Amounts of Recognized Assets presented in the Statements of Financial Condition		Gross Amounts Offset in the 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 Crude Oil
Swap agreements	$	—	$	—	$	—	$	12,206,881	$	—	$	12,206,881
ProShares UltraShort Gold
Forward agreements		3,033,566		—		3,033,566		—		—		—
ProShares UltraShort Silver
Forward agreements		1,384,246		—		1,384,246		—		—		—
ProShares UltraShort Euro
Foreign currency forward contracts		16,519,070		—		16,519,070		356,139		—		356,139
ProShares UltraShort Yen
Foreign currency forward contracts		16,870,357		—		16,870,357		125,420		—		125,420
ProShares Ultra Bloomberg Crude Oil
Swap agreements		55,358,571		—		55,358,571		—		—		—
ProShares Ultra Gold
Forward agreements		—		—		—		4,431,107		—		4,431,107
ProShares Ultra Silver
Forward agreements		—		—		—		20,976,189		—		20,976,189
ProShares Ultra Euro
Foreign currency forward contracts		2,548		—		2,548		576,558		—		576,558
ProShares Ultra Yen
Foreign currency forward contracts		379		—		379		342,455		—		342,455

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at December 31, 2016. 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, 2016
	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 Crude Oil
Citibank, N.A.	$	(4,742,191	)	$	4,742,191		$	—		$	—
Goldman Sachs International		(3,061,395	)		3,061,395			—			—
Societe Generale		(1,050,699	)		1,050,699			—			—
UBS AG		(3,352,596	)		3,352,596			—			—
ProShares UltraShort Gold
Citibank, N.A.		1,147,811			—			—			1,147,811
Goldman Sachs International		881,454			(874,948	)		—			6,506
Societe Generale		393,006			(393,006	)		—			—
UBS AG		611,295			—			(611,295	)		—
ProShares UltraShort Silver
Citibank, N.A.		610,478			—			—			610,478
Goldman Sachs International		323,829			(323,829	)		—			—
Societe Generale		86,543			(86,543	)		—			—
UBS AG		363,396			—			(363,396	)		—
ProShares UltraShort Euro
Goldman Sachs International		8,109,067			(8,109,067	)		—			—
UBS AG		8,053,864			—			(8,053,864	)		—
ProShares UltraShort Yen
Goldman Sachs International		8,256,779			(7,771,819	)		—			484,960
UBS AG		8,488,158			—			(7,980,000	)		508,158
ProShares Ultra Bloomberg Crude Oil
Citibank, N.A.		18,427,009			—			—			18,427,009
Goldman Sachs International		14,016,906			(14,016,906	)		—			—
Societe Generale		8,661,821			(8,661,821	)		—			—
UBS AG		14,252,835			—			(14,252,835	)		—
ProShares Ultra Gold
Citibank, N.A.		(1,464,982	)		1,464,982			—			—
Goldman Sachs International		(1,112,916	)		1,112,916			—			—
Societe Generale		(643,587	)		643,587			—			—
UBS AG		(1,209,622	)		1,209,622			—			—
ProShares Ultra Silver
Citibank, N.A.		(6,946,009	)		6,946,009			—			—
Goldman Sachs International		(5,869,092	)		5,869,092			—			—
Societe Generale		(2,532,729	)		2,532,729			—			—
UBS AG		(5,628,359	)		5,628,359			—			—
ProShares Ultra Euro
Goldman Sachs International		(239,256	)		239,256			—			—
UBS AG		(334,754	)		334,754			—			—
ProShares Ultra Yen
Goldman Sachs International		(219,736	)		219,736			—			—
UBS AG		(122,340	)		122,340			—			—