UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~for the quarterly period ended September 30, 2017.~~

for the quarterly period ended March 31, 2019.

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

for the transition period fromto.

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)

Securities registered pursuant to Section 12(b) of the Act:


Common Units of Beneficial Interest		NYSE Arca, Inc.
(Title of each ~~class)~~		~~(Name of exchange on which registered)~~


~~(Title of~~ class)		(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-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). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act.). ☐ Yes ☒ No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☒ Yes ☐ No

As of April 29, 2019, the registrant had 88,742,767 shares of common stock, $0 par value per share, outstanding.

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
ProShares Short Euro	EUFX	NYSE Arca
ProShares Short VIX Short-Term Futures ETF	SVXY	NYSE Arca
ProShares Ultra Bloomberg Crude Oil	UCO	NYSE Arca
ProShares Ultra Bloomberg Natural Gas	BOIL	NYSE Arca
ProShares Ultra Euro	ULE	NYSE Arca
ProShares Ultra Gold	UGL	NYSE Arca
ProShares Ultra Silver	AGQ	NYSE Arca
ProShares Ultra VIX Short-Term Futures ETF	UVXY	NYSE Arca
ProShares Ultra Yen	YCL	NYSE Arca
ProShares UltraPro 3x Crude Oil ETF	OILU	NYSE Arca
ProShares UltraPro 3x Short Crude Oil ETF	OILD	NYSE Arca
ProShares UltraShort Australian Dollar	CROC	NYSE Arca
ProShares UltraShort Bloomberg Crude Oil	SCO	NYSE Arca
ProShares UltraShort Bloomberg Natural Gas	KOLD	NYSE Arca
ProShares UltraShort Euro	EUO	NYSE Arca
ProShares UltraShort Gold	GLL	NYSE Arca
ProShares UltraShort Silver	ZSL	NYSE Arca
ProShares UltraShort Yen	YCS	NYSE Arca
ProShares VIX Mid-Term Futures ETF	VIXM	NYSE Arca
ProShares VIX Short-Term Futures ETF	VIXY	NYSE Arca

PROSHARES TRUST II

Table of Contents


	Page
Part I. FINANCIAL INFORMATION

Item 1. Financial ~~Statements.~~Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations		~~151~~139

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk.~~Risk		~~211~~170

Item 4. Controls and ~~Procedures.~~Procedures		~~229~~186

Part II. OTHER INFORMATION

Item 1. Legal ~~Proceedings.~~Proceedings		~~230~~187

Item 1A. Risk ~~Factors.~~Factors		~~230~~187

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds		~~230~~187

Item 3. Defaults Upon Senior ~~Securities.~~Securities		~~235~~189

Item 4. Mine Safety ~~Disclosures.~~Disclosures		~~235~~189

Item 5. Other ~~Information.~~Information		~~235~~189

Item 6. ~~Exhibits.~~Exhibits		~~236~~190

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

~~Item 1.~~

~~Condensed Financial Statements.~~

Index


Documents	Page
Statements of Financial Condition, ~~Schedules~~Schedule of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity and Statements of Cash Flows:
ProShares ~~VIX Short-Term Futures ETF~~Short Euro		4
~~ProShares VIXMid-Term~~ ~~Futures ETF~~		9
ProShares Short VIX Short-Term Futures ETF		9
ProShares Ultra Bloomberg Crude Oil		14
ProShares Ultra Bloomberg Natural Gas		19
ProShares Ultra Euro		24
ProShares Ultra Gold		29
ProShares Ultra Silver		34
ProShares Ultra VIX Short-Term Futures ETF		1939
ProShares ~~UltraShort Bloomberg Crude Oil~~Ultra Yen		2444
ProShares UltraPro 3x Crude Oil ETF		49
ProShares UltraPro 3x Short Crude Oil ETF		2954
ProShares UltraShort Australian Dollar		59
ProShares UltraShort Bloomberg Crude Oil		64
ProShares UltraShort Bloomberg Natural Gas		3469
ProShares UltraShort Euro		74
ProShares UltraShort Gold		3979
ProShares UltraShort Silver		44
~~ProShares Short Euro~~		49
~~ProShares UltraShort Australian Dollar~~		54
~~ProShares UltraShort Euro~~		5984
ProShares UltraShort Yen		64
~~ProShares Ultra Bloomberg Crude Oil~~		69
~~ProShares UltraPro 3x Crude Oil ETF~~		74
~~ProShares Ultra Bloomberg Natural Gas~~		79
~~ProShares Ultra Gold~~		84
~~ProShares Ultra Silver~~		89
ProShares ~~Ultra Euro~~VIX Mid-Term Futures ETF		94
ProShares ~~Ultra Yen~~VIX Short-Term Futures ETF		99
ProShares Trust II		104
Notes to Financial Statements		108

PROSHARES ~~VIX SHORT-TERM FUTURES ETF~~SHORT EURO

STATEMENTS OF FINANCIAL CONDITION

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 4,200,621    $ 4,536,425
Segregated cash balances with brokers for futures contracts
   4,438,775    17,235,855
Short-term U.S. government and agency obligations (Note 3)
(cost $186,708,857 and $147,990,045, respectively)
   186,716,429    147,991,233
Receivable on open futures contracts
   —      4,484,270




Total assets
   195,355,825    174,247,783




Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts
   3,913,679    —
Payable to Sponsor
   77,327    87,637




Total liabilities
   3,991,006    87,637




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   191,364,819    174,160,146




Total liabilities and shareholders’ equity
   $ 195,355,825    $ 174,247,783




Shares outstanding (Note 1)
   5,876,317    2,052,363




Net asset value per share (Note 1)
   $ 32.57    $ 84.86




Market value per share (Note 1) (Note 2)
   $ 32.53    $ 85.04


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $4,000,000 and $599,431, respectively)	$	3,999,732	$	599,429
Cash		17,791,899		7,873,056
Segregated cash balances with brokers for futures contracts		397,210		151,800
Receivable on open futures contracts		20,893		—
Interest receivable		17,338		7,641

Total assets		22,227,072		8,631,926

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		5,250
Payable to Sponsor		13,634		6,990

Total liabilities		13,634		12,240

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		22,213,438		8,619,686

Total liabilities and shareholders’ equity	$	22,227,072	$	8,631,926

Shares outstanding		500,000		200,000

Net asset value per share	$	44.43	$	43.10

Market value per share (Note 2)	$	44.41	$	43.08

See accompanying notes to financial statements.

PROSHARES ~~VIX SHORT-TERM FUTURES ETF~~SHORT EURO

SCHEDULE OF INVESTMENTS

~~SEPTEMBER 30, 2017~~MARCH 31, 2019

(unaudited)

   Principal Amount    Value
Short-term U.S. government and agency obligations
(98% of shareholders’ equity)


U.S. Treasury Bills^^:

0.998% due 10/05/17
   $ 7,000,000    $ 6,999,568
1.043% due 10/12/17
   18,000,000    17,995,300
0.928% due 10/19/17
   11,000,000    10,995,222
1.037% due 10/26/17†
   35,000,000    34,978,185
1.013% due 11/02/17†
   7,000,000    6,994,243
1.023% due 11/09/17†
   4,000,000    3,995,947
0.988% due 11/16/17†
   29,000,000    28,965,383
0.962% due 11/30/17†
   13,000,000    12,979,014
1.033% due 12/07/17†
   7,000,000    6,987,359
0.987% due 12/14/17†
   11,000,000    10,978,586
1.001% due 01/11/18
   12,000,000    11,966,165
1.040% due 02/01/18
   33,000,000    32,881,457


Total short-term U.S. government and agency obligations (cost $186,708,857)
      $ 186,716,429


	Principal Amount		Value
Short-term U.S. government and agency obligations
(18% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.375% due 04/01/19	$	4,000,000	$	3,999,732

Total short-term U.S. government and agency obligations (cost $4,000,000)			$	3,999,732

Futures Contracts ~~Purchased~~Sold

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
VIX Futures—CBOE, expires October 2017
   9,373    $ 109,429,775    $ (16,948,916 )
VIX Futures—CBOE, expires November 2017
   6,252    81,432,300    (1,380,405 )


         $ (18,329,321 )


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Euro Fx Currency Futures - CME, expires June 2019		157	$	22,153,683	$	160,856

^^	Rates shown ~~represents~~represent discount rate at the time of purchase.

†	~~All or partial amount pledged as collateral for futures contracts.~~

See accompanying notes to financial statements.

PROSHARES ~~VIX SHORT-TERM FUTURES ETF~~SHORT EURO

STATEMENTS OF OPERATIONS

(unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 379,082 $ 144,244 $ 786,305 $ 324,819


Expenses

Management fee
   381,123 474,982 1,004,091 1,210,844
Brokerage commissions and fees
   59,243 76,959 138,487 229,993


Total expenses
   440,366 551,941 1,142,578 1,440,837


Net investment income (loss)
   (61,284 ) (407,697 ) (356,273 ) (1,116,018 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   (27,447,205 ) (101,785,229 ) (126,202,705 ) (134,345,928 )
Short-term U.S. government and agency obligations
   419 3,946 (943 ) 6,237


Net realized gain (loss)
   (27,446,786 ) (101,781,283 ) (126,203,648 ) (134,339,691 )


Change in net unrealized appreciation/depreciation on

Futures contracts
   (17,219,461 ) 6,786,934 (17,860,669 ) (8,475,358 )
Short-term U.S. government and agency obligations
   3,094 24,829 6,384 35,549


Change in net unrealized appreciation/depreciation
   (17,216,367 ) 6,811,763 (17,854,285 ) (8,439,809 )


Net realized and unrealized gain (loss)
   (44,663,153 ) (94,969,520 ) (144,057,933 ) (142,779,500 )


Net income (loss)
   $ (44,724,437 ) $ (95,377,217 ) $ (144,414,206 ) $ (143,895,518 )


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	65,178		$	19,567

Expenses
Management fee		26,985			18,350
Brokerage commissions		568			283

Total expenses		27,553			18,633

Net investment income (loss)		37,625			934

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		147,106			(379,586	)

Net realized gain (loss)		147,106			(379,586	)

Change in net unrealized appreciation/depreciation on
Futures contracts		204,137			237,219
Short-term U.S. government and agency obligations		(266	)		115

Change in net unrealized appreciation/depreciation		203,871			237,334

Net realized and unrealized gain (loss)		350,977			(142,252	)

Net income (loss)	$	388,602		$	(141,318	)

See accompanying notes to financial statements.

PROSHARES ~~VIX SHORT-TERM FUTURES ETF~~SHORT EURO

~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

(unaudited)

Shareholders’ equity, at December 31, 2016
   $ 174,160,146
Addition of 6,125,000 shares (Note 1)
   274,586,934
Redemption of 2,301,046 shares (Note 1)
   (112,968,055 )


Net addition (redemption) of 3,823,954 shares (Note 1)
   161,618,879


Net investment income (loss)
   (356,273 )
Net realized gain (loss)
   (126,203,648 )
Change in net unrealized appreciation/depreciation
   (17,854,285 )


Net income (loss)
   (144,414,206 )


Shareholders’ equity, at September 30, 2017
   $ 191,364,819


	Three Months Ended March 31,
	2019		2018
Shareholders’ equity, beginning of period	$	8,619,686	$	7,991,880

Addition of 300,000 and – shares, respectively		13,205,150		—

Net addition (redemption) of 300,000 and – shares, respectively		13,205,150		—

Net investment income (loss)		37,625		934
Net realized gain (loss)		147,106		(379,586	)
Change in net unrealized appreciation/depreciation		203,871		237,334

Net income (loss)		388,602		(141,318	)

Shareholders’ equity, end of period	$	22,213,438	$	7,850,562

See accompanying notes to financial statements.

PROSHARES ~~VIX SHORT-TERM FUTURES ETF~~SHORT EURO

STATEMENTS OF CASH FLOWS

(unaudited)

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ (144,414,206 ) $ (143,895,518 )
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
   12,797,080 (2,370,400 )
Purchases of short-term U.S. government and agency obligations
   (634,948,674 ) (742,783,009 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   597,015,224 622,882,786
Net amortization and accretion on short-term U.S government and agency obligations
   (786,305 ) (324,819 )
Net realized gain (loss) on investments
   943 (6,237 )
Change in unrealized appreciation/depreciation on investments
   (6,384 ) (35,549 )
Decrease (Increase) in receivable on futures contracts
   4,484,270 1,105,799
Increase (Decrease) in payable to Sponsor
   (10,310 ) 85,931
Increase (Decrease) in payable on futures contracts
   3,913,679 —


Net cash provided by (used in) operating activities
   (161,954,683 ) (265,341,016 )


Cash flow from financing activities

Proceeds from addition of shares
   274,586,934 461,486,395
Payment on shares redeemed
   (112,968,055 ) (195,044,482 )


Net cash provided by (used in) financing activities
   161,618,879 266,441,913


Net increase (decrease) in cash
   (335,804 ) 1,100,897
Cash, beginning of period
   4,536,425 2,124,103


Cash, end of period
   $ 4,200,621 $ 3,225,000


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	388,602		$	(141,318	)
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		(310,621,428	)		(179,974,006	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		307,250,000			181,000,000
Net amortization and accretion on short-term U.S. government and agency obligations		(29,141	)		(19,448	)
Change in unrealized appreciation/depreciation on investments		266			(115	)
Decrease (Increase) in receivable on futures contracts		(20,893	)		(14,343	)
Decrease (Increase) in interest receivable		(9,697	)		—
Increase (Decrease) in payable to Sponsor		6,644			(231	)
Increase (Decrease) in payable on futures contracts		(5,250	)		(43,311	)

Net cash provided by (used in) operating activities		(3,040,897	)		807,228

Cash flow from financing activities
Proceeds from addition of shares		13,205,150			—

Net cash provided by (used in) financing activities		13,205,150			—

Net increase (decrease) in cash		10,164,253			807,228
Cash, beginning of period		8,024,856			1,045,493

Cash, end of period	$	18,189,109		$	1,852,721

See accompanying notes to financial statements.

~~PROSHARES VIXMID-TERM~~ ~~FUTURES ETF~~

~~STATEMENTS OF FINANCIAL CONDITION~~

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 314,842    $ 1,155,115
Segregated cash balances with brokers for futures contracts
   7,454,800    1,052,615
Short-term U.S. government and agency obligations (Note 3)
(cost $35,953,365 and $45,486,489, respectively)
   35,955,278    45,486,235
Receivable from capital shares sold
   1,890,685    —
Receivable on open futures contracts
   —      242,541




Total assets
   45,615,605    47,936,506




Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed
   —      2,085,020
Payable on open futures contracts
   539,598    —
Payable to Sponsor
   28,584    32,572




Total liabilities
   568,182    2,117,592




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   45,047,423    45,818,914




Total liabilities and shareholders’ equity
   $ 45,615,605    $ 47,936,506




Shares outstanding
   1,787,403    1,087,403




Net asset value per share
   $ 25.20    $ 42.14




Market value per share (Note 2)
   $ 25.17    $ 42.34

~~See accompanying notes to financial statements.~~

~~PROSHARES VIXMID-TERM~~ ~~FUTURES ETF~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(unaudited)~~

   Principal Amount    Value
Short-term U.S. government and agency obligations
(80% of shareholders’ equity)


U.S. Treasury Bills^^:

0.992% due 10/26/17
   $ 13,000,000    $ 12,991,897
1.013% due 11/02/17
   5,000,000    4,995,888
1.023% due 11/09/17
   2,000,000    1,997,973
0.977% due 11/16/17
   9,000,000    8,989,257
1.001% due 01/11/18
   7,000,000    6,980,263


Total short-term U.S. government and agency obligations
(cost $35,953,365)
      $ 35,955,278

~~Futures Contracts Purchased~~

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
VIX Futures—CBOE, expires January 2018
   582    $ 8,599,050    $ (697,300 )
VIX Futures—CBOE, expires February 2018
   971    14,783,475    (652,385 )
VIX Futures—CBOE, expires March 2018
   971    15,341,800    (547,765 )
VIX Futures—CBOE, expires April 2018
   388    6,314,700    (44,190 )


         $ (1,941,640 )

^^	~~Rates shown represents discount rate at the time of purchase.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES VIXMID-TERM~~ ~~FUTURES ETF~~

~~STATEMENTS OF OPERATIONS~~

~~(unaudited)~~

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 71,551 $ 29,706 $ 164,138 $ 63,804


Expenses

Management fee
   80,574 108,438 235,818 251,163
Brokerage commissions and fees
   6,764 10,935 11,815 23,544


Total expenses
   87,338 119,373 247,633 274,707


Net investment income (loss)
   (15,787 ) (89,667 ) (83,495 ) (210,903 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   (3,965,084 ) (4,899,530 ) (19,180,135 ) (5,248,725 )
Short-term U.S. government and agency obligations
   —   144 (527 ) 132


Net realized gain (loss)
   (3,965,084 ) (4,899,386 ) (19,180,662 ) (5,248,593 )


Change in net unrealized appreciation/depreciation on

Futures contracts
   364,615 (1,149,750 ) (653,395 ) (1,917,790 )
Short-term U.S. government and agency obligations
   1,342 8,365 2,167 9,742


Change in net unrealized appreciation/depreciation
   365,957 (1,141,385 ) (651,228 ) (1,908,048 )


Net realized and unrealized gain (loss)
   (3,599,127 ) (6,040,771 ) (19,831,890 ) (7,156,641 )


Net income (loss)
   $ (3,614,914 ) $ (6,130,438 ) $ (19,915,385 ) $ (7,367,544 )

~~See accompanying notes to financial statements.~~

~~PROSHARES VIXMID-TERM~~ ~~FUTURES ETF~~

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

~~(unaudited)~~

Shareholders’ equity, at December 31, 2016
   $ 45,818,914
Addition of 850,000 shares
   23,977,024
Redemption of 150,000 shares
   (4,833,130 )


Net addition (redemption) of 700,000 shares
   19,143,894


Net investment income (loss)
   (83,495 )
Net realized gain (loss)
   (19,180,662 )
Change in net unrealized appreciation/depreciation
   (651,228 )


Net income (loss)
   (19,915,385 )


Shareholders’ equity, at September 30, 2017
   $ 45,047,423

~~See accompanying notes to financial statements.~~

~~PROSHARES VIXMID-TERM~~ ~~FUTURES ETF~~

~~STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ (19,915,385 ) $ (7,367,544 )
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
   (6,402,185 ) (823,975 )
Purchases of short-term U.S. government and agency obligations
   (149,796,234 ) (132,528,541 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   159,492,969 104,309,090
Net amortization and accretion on short-term U.S government and agency obligations
   (164,138 ) (63,804 )
Net realized gain (loss) on investments
   527 (132 )
Change in unrealized appreciation/depreciation on investments
   (2,167 ) (9,742 )
Decrease (Increase) in receivable on futures contracts
   242,541 42,188
Increase (Decrease) in payable to Sponsor
   (3,988 ) 21,005
Increase (Decrease) in payable on futures contracts
   539,598 258,839


Net cash provided by (used in) operating activities
   (16,008,462 ) (36,162,616 )


Cash flow from financing activities

Proceeds from addition of shares
   22,086,339 48,406,580
Payment on shares redeemed
   (6,918,150 ) (9,794,863 )


Net cash provided by (used in) financing activities
   15,168,189 38,611,717


Net increase (decrease) in cash
   (840,273 ) 2,449,101
Cash, beginning of period
   1,155,115 671,791


Cash, end of period
   $ 314,842 $ 3,120,892

~~See accompanying notes to financial statements.~~

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 4,098,464    $ 1,850,760
Segregated cash balances with brokers for futures contracts
   316,834,247    55,323,984
Short-term U.S. government and agency obligations (Note 3)
(cost $770,073,989 and $170,391,741, respectively)
   770,134,521    170,396,436
Receivable on open futures contracts
   57,550,026    1,059,418




Total assets
   1,148,617,258    228,630,598




Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed
   107,724,462    —
Payable on open futures contracts
   —      325,000
Payable to Sponsor
   1,018,886    230,211




Total liabilities
   108,743,348    555,211




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   1,039,873,910    228,075,387




Total liabilities and shareholders’ equity
   $ 1,148,617,258    $ 228,630,598




Shares outstanding (Note 1)
   11,100,000    5,000,000




Net asset value per share (Note 1)
   $ 93.68    $ 45.62




Market value per share (Note 1) (Note 2)
   $ 93.75    $ 45.49


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $80,000,000 and $–, respectively)	$	79,994,640	$	—
Cash		133,206,721		180,835,767
Segregated cash balances with brokers for futures contracts		153,262,389		116,062,688
Receivable on open futures contracts		84,053,287		63,300,889
Interest receivable		303,695		142,222

Total assets		450,820,732		360,341,566

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		8,883,924		15,448,037
Payable to Sponsor		349,749		297,266
Non-recurring fees and expenses payable		398,550		—

Total liabilities		9,632,223		15,745,303

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		441,188,509		344,596,263

Total liabilities and shareholders’ equity	$	450,820,732	$	360,341,566

Shares outstanding		8,434,307		8,134,307

Net asset value per share	$	52.31	$	42.36

Market value per share (Note 2)	$	52.36	$	42.30

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

~~SEPTEMBER 30, 2017~~MARCH 31, 2019

(unaudited)

   Principal Amount    Value
Short-term U.S. government and agency obligations
(74% of shareholders’ equity)


U.S. Treasury Bills^^:

1.041% due 10/19/17
   $ 47,000,000    $ 46,979,583
1.048% due 10/26/17
   78,000,000    77,951,383
1.001% due 11/02/17
   115,000,000    114,905,424
1.029% due 11/09/17
   199,000,000    198,798,353
0.986% due 11/16/17†
   160,000,000    159,809,008
0.999% due 11/24/17
   10,000,000    9,985,499
1.005% due 11/30/17†
   73,000,000    72,882,156
1.023% due 12/07/17†
   30,000,000    29,945,826
0.987% due 12/14/17†
   50,000,000    49,902,665
1.001% due 01/11/18
   9,000,000    8,974,624


Total short-term U.S. government and agency obligations
(cost $770,073,989)
      $ 770,134,521


	Principal Amount		Value
Short-term U.S. government and agency obligations
(18% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.337% due 04/01/19	$	80,000,000	$	79,994,640

Total short-term U.S. government and agency obligations (cost $80,000,000)			$	79,994,640

Futures Contracts Sold

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
VIX Futures—CBOE, expires October 2017
   51,224    $ 598,040,200    $ 86,369,735
VIX Futures—CBOE, expires November 2017
   34,126    444,491,150    7,874,300


         $ 94,244,035


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - CBOE, expires April 2019		8,058	$	122,683,050	$	7,207,767
VIX Futures - CBOE, expires May 2019		6,033		98,488,725		892,852

					$	8,100,619

^^	Rates shown ~~represents~~represent discount rate at the time of purchase.

†	~~All or partial amount pledged as collateral for futures contracts.~~

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 2,102,194 $ 248,974 $ 3,484,888 $ 848,132


Expenses

Management fee
   2,376,444 951,001 4,636,720 3,561,744
Brokerage commissions and fees
   1,366,561 469,401 2,761,371 1,522,859


Total expenses
   3,743,005 1,420,402 7,398,091 5,084,603


Net investment income (loss)
   (1,640,811 ) (1,171,428 ) (3,913,203 ) (4,236,471 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   188,300,727 277,246,086 471,128,319 263,024,643
Short-term U.S. government and agency obligations
   6,797 (12,510 ) (4,461 ) (34,036 )


Net realized gain (loss)
   188,307,524 277,233,576 471,123,858 262,990,607


Change in net unrealized appreciation/depreciation on

Futures contracts
   100,033,466 (51,813,012 ) 104,553,646 16,663,427
Short-term U.S. government and agency obligations
   56,988 33,663 55,837 62,392


Change in net unrealized appreciation/depreciation
   100,090,454 (51,779,349 ) 104,609,483 16,725,819


Net realized and unrealized gain (loss)
   288,397,978 225,454,227 575,733,341 279,716,426


Net income (loss)
   $ 286,757,167 $ 224,282,799 $ 571,820,138 $ 275,479,955


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	1,584,561		$	1,769,973

Expenses
Management fee		952,127			2,156,096
Brokerage commissions		188,424			1,337,687
Brokerage fees		24			26,789
Non-recurring fees and expenses		398,550			—

Total expenses		1,539,125			3,520,572

Net investment income (loss)		45,436			(1,750,599	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		59,105,354			(1,883,525,731	)
Short-term U.S. government and agency obligations		—			(260,231	)

Net realized gain (loss)		59,105,354			(1,883,785,962	)

Change in net unrealized appreciation/depreciation on
Futures contracts		22,576,820			(53,802,405	)
Short-term U.S. government and agency obligations		(5,360	)		64,976

Change in net unrealized appreciation/depreciation		22,571,460			(53,737,429	)

Net realized and unrealized gain (loss)		81,676,814			(1,937,523,391	)

Net income (loss)	$	81,722,250		$	(1,939,273,990	)

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

(unaudited)

Shareholders’ equity, at December 31, 2016
   $ 228,075,387
Addition of 46,750,000 shares (Note 1)
   3,330,265,694
Redemption of 40,650,000 shares (Note 1)
   (3,090,287,309 )


Net addition (redemption) of 6,100,000 shares (Note 1)
   239,978,385


Net investment income (loss)
   (3,913,203 )
Net realized gain (loss)
   471,123,858
Change in net unrealized appreciation/depreciation
   104,609,483


Net income (loss)
   571,820,138


Shareholders’ equity, at September 30, 2017
   $ 1,039,873,910


	Three Months Ended March 31,
	2019		2018
Shareholders’ equity, beginning of period	$	344,596,263	$	770,163,871

Addition of 300,000 and 17,475,000 shares, respectively		14,869,996		2,358,163,073
Redemption of — and 4,037,500 shares, respectively		—		(495,806,265	)

Net addition (redemption) of 300,000 and 13,437,500 shares, respectively		14,869,996		1,862,356,808

Net investment income (loss)		45,436		(1,750,599	)
Net realized gain (loss)		59,105,354		(1,883,785,962	)
Change in net unrealized appreciation/depreciation		22,571,460		(53,737,429	)

Net income (loss)		81,722,250		(1,939,273,990	)

Shareholders’ equity, end of period	$	441,188,509	$	693,246,689

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ 571,820,138 $ 275,479,955
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts
   (261,510,263 ) 75,585,025
Purchases of short-term U.S. government and agency obligations
   (3,392,906,218 ) (2,235,163,421 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   2,796,704,397 2,324,555,238
Net amortization and accretion on short-term U.S government and agency obligations
   (3,484,888 ) (848,132 )
Net realized gain (loss) on investments
   4,461 34,036
Change in unrealized appreciation/depreciation on investments
   (55,837 ) (62,392 )
Decrease (Increase) in receivable on futures contracts
   (56,490,608 ) (4,571,788 )
Increase (Decrease) in payable to Sponsor
   788,675 (183,417 )
Increase (Decrease) in payable on futures contracts
   (325,000 ) (1,420,271 )


Net cash provided by (used in) operating activities
   (345,455,143 ) 433,404,833


Cash flow from financing activities

Proceeds from addition of shares
   3,330,265,694 2,183,650,607
Payment on shares redeemed
   (2,982,562,847 ) (2,616,476,208 )


Net cash provided by (used in) financing activities
   347,702,847 (432,825,601 )


Net increase (decrease) in cash
   2,247,704 579,232
Cash, beginning of period
   1,850,760 5,150,976


Cash, end of period
   $ 4,098,464 $ 5,730,208


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	81,722,250		$	(1,939,273,990	)
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		(4,189,800,651	)		(5,883,845,728	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		4,110,200,000			6,142,262,211
Net amortization and accretion on short-term U.S. government and agency obligations		(399,349	)		(1,446,178	)
Net realized gain (loss) on investments		—			260,231
Change in unrealized appreciation/depreciation on investments		5,360			(64,976	)
Decrease (Increase) in receivable on futures contracts		(20,752,398	)		(67,744,097	)
Decrease (Increase) in interest receivable		(161,473	)		—
Increase (Decrease) in payable to Sponsor		52,483			(239,336	)
Increase (Decrease) in payable on futures contracts		(6,564,113	)		6,076,300
Increase (Decrease) in non-recurring fees and expenses payable		398,550			—

Net cash provided by (used in) operating activities		(25,299,341	)		(1,744,015,563	)

Cash flow from financing activities
Proceeds from addition of shares		14,869,996			2,358,163,073
Payment on shares redeemed		—			(540,623,975	)

Net cash provided by (used in) financing activities		14,869,996			1,817,539,098

Net increase (decrease) in cash		(10,429,345	)		73,523,535
Cash, beginning of period		296,898,455			300,668,276

Cash, end of period	$	286,469,110		$	374,191,811

See accompanying notes to financial statements.

PROSHARES ULTRA ~~VIX SHORT-TERM FUTURES ETF~~

~~STATEMENTS OF FINANCIAL CONDITION~~

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 2,610,772    $ 10,969,955
Segregated cash balances with brokers for futures contracts
   17,599,725    71,363,625
Short-term U.S. government and agency obligations (Note 3)
(cost $521,285,333 and $434,676,067, respectively)
   521,315,100    434,671,795
Receivable from capital shares sold
   14,450,792    —
Receivable on open futures contracts
   —      35,967,191




Total assets
   555,976,389    552,972,566




Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed
   —      36,789,539
Payable on open futures contracts
   20,456,567    —
Payable to Sponsor
   424,090    424,273




Total liabilities
   20,880,657    37,213,812




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   535,095,732    515,758,754




Total liabilities and shareholders’ equity
   $ 555,976,389    $ 552,972,566




Shares outstanding (Note 1)
   25,927,238    2,965,383




Net asset value per share (Note 1)
   $ 20.64    $ 173.93




Market value per share (Note 1) (Note 2)
   $ 20.60    $ 175.00

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(unaudited)~~

   Principal Amount    Value
Short-term U.S. government and agency obligations
(97% of shareholders’ equity)


U.S. Treasury Bills^^:

1.011% due 10/05/17†
   $ 15,023,000    $ 15,022,073
1.067% due 10/12/17†
   20,000,000    19,994,778
1.081% due 10/19/17†
   46,000,000    45,980,017
1.000% due 10/26/17†
   47,000,000    46,970,705
1.013% due 11/02/17†
   13,000,000    12,989,309
0.957% due 11/09/17†
   20,000,000    19,979,734
0.986% due 11/16/17†
   97,000,000    96,884,211
0.999% due 11/30/17†
   128,000,000    127,793,370
1.002% due 12/07/17†
   66,000,000    65,880,817
1.000% due 12/14/17†
   20,000,000    19,961,066
1.001% due 01/11/18†
   50,000,000    49,859,020


Total short-term U.S. government and agency obligations
(cost $521,285,333)
      $ 521,315,100

~~Futures Contracts Purchased~~

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
VIX Futures—CBOE, expires October 2017
   52,495    $ 612,879,125    $ (93,982,537 )
VIX Futures—CBOE, expires November 2017
   35,008    455,979,200    (7,780,494 )


         $ (101,763,031 )

^^	~~Rates shown represents discount rate at the time of purchase.~~

†	~~All or partial amount pledged as collateral for futures contracts.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF~~

~~STATEMENTS OF OPERATIONS~~

~~(unaudited)~~

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 866,857 $ 400,731 $ 1,833,411 $ 1,227,394


Expenses

Management fee
   1,040,567 1,625,260 2,880,339 5,006,558
Brokerage commissions and fees
   1,150,806 1,102,098 2,819,322 3,228,763


Total expenses
   2,191,373 2,727,358 5,699,661 8,235,321


Net investment income (loss)
   (1,324,516 ) (2,326,627 ) (3,866,250 ) (7,007,927 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   (126,532,816 ) (745,101,700 ) (646,036,987 ) (1,269,233,467 )
Short-term U.S. government and agency obligations
   (5,866 ) 16,032 (26,617 ) 24,626


Net realized gain (loss)
   (126,538,682 ) (745,085,668 ) (646,063,604 ) (1,269,208,841 )


Change in net unrealized appreciation/depreciation on

Futures contracts
   (95,515,562 ) 138,973,918 (93,790,794 ) (51,163,549 )
Short-term U.S. government and agency obligations
   21,523 27,300 34,039 8,737


Change in net unrealized appreciation/depreciation
   (95,494,039 ) 139,001,218 (93,756,755 ) (51,154,812 )


Net realized and unrealized gain (loss)
   (222,032,721 ) (606,084,450 ) (739,820,359 ) (1,320,363,653 )


Net income (loss)
   $ (223,357,237 ) $ (608,411,077 ) $ (743,686,609 ) $ (1,327,371,580 )

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF~~

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

~~(unaudited)~~

Shareholders’ equity, at December 31, 2016
   $ 515,758,754
Addition of 51,185,000 shares (Note 1)
   2,109,762,890
Redemption of 28,223,145 shares (Note 1)
   (1,346,739,303 )


Net addition (redemption) of 22,961,855 shares (Note 1)
   763,023,587


Net investment income (loss)
   (3,866,250 )
Net realized gain (loss)
   (646,063,604 )
Change in net unrealized appreciation/depreciation
   (93,756,755 )


Net income (loss)
   (743,686,609 )


Shareholders’ equity, at September 30, 2017
   $ 535,095,732

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF~~

~~STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ (743,686,609 ) $ (1,327,371,580 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts
   53,763,900 14,767,485
Purchases of short-term U.S. government and agency obligations
   (2,355,267,451 ) (3,719,826,671 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   2,270,464,979 3,505,716,134
Net amortization and accretion on short-term U.S government and agency obligations
   (1,833,411 ) (1,221,489 )
Net realized gain (loss) on investments
   26,617 (24,626 )
Change in unrealized appreciation/depreciation on investments
   (34,039 ) (8,737 )
Decrease (Increase) in receivable on futures contracts
   35,967,191 17,995,478
Increase (Decrease) in payable to Sponsor
   (183 ) 51,617
Increase (Decrease) in payable on futures contracts
   20,456,567 31,416,387


Net cash provided by (used in) operating activities
   (720,142,439 ) (1,478,506,002 )


Cash flow from financing activities

Proceeds from addition of shares
   2,095,312,098 3,689,719,713
Payment on shares redeemed
   (1,383,528,842 ) (2,208,691,466 )


Net cash provided by (used in) financing activities
   711,783,256 1,481,028,247


Net increase (decrease) in cash
   (8,359,183 ) 2,522,245
Cash, beginning of period
   10,969,955 9,081,964


Cash, end of period
   $ 2,610,772 $ 11,604,209

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT~~ BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 3,636,946    $ 2,715,772
Segregated cash balances with brokers for futures contracts
   5,000,160    4,931,520
Short-term U.S. government and agency obligations (Note 3)
(cost $246,653,071 and $205,694,828, respectively)
   246,666,306    205,694,385
Receivable on open futures contracts
   123,680    —




Total assets
   255,427,092    213,341,677




Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed
   3,359,173    —
Payable on open futures contracts
   —      13,602
Payable to Sponsor
   162,517    162,891
Unrealized depreciation on swap agreements
   13,678,377    12,206,881




Total liabilities
   17,200,067    12,383,374




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   238,227,025    200,958,303




Total liabilities and shareholders’ equity
   $ 255,427,092    $ 213,341,677




Shares outstanding
   7,089,884    6,339,884




Net asset value per share
   $ 33.60    $ 31.70




Market value per share (Note 2)
   $ 33.73    $ 31.65


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $279,586,430 and $280,497,709, respectively)	$	279,586,291	$	280,502,900
Cash		53,768,575		123,257,905
Segregated cash balances with brokers for futures contracts		5,759,226		13,563,407
Segregated cash balances with brokers for swap agreements		49,040,000		11,197,000
Unrealized appreciation on swap agreements		46,312,871		—
Receivable from capital shares sold		—		12,991,664
Receivable on open futures contracts		1,854,687		190,440
Interest receivable		74,504		62,514

Total assets		436,396,154		441,765,830

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		10,760,731		—
Payable on open futures contracts		—		311,815
Payable to Sponsor		348,127		287,236
Unrealized depreciation on swap agreements		—		72,767,125

Total liabilities		11,108,858		73,366,176

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		425,287,296		368,399,654

Total liabilities and shareholders’ equity	$	436,396,154	$	441,765,830

Shares outstanding		19,761,317		28,211,317

Net asset value per share	$	21.52	$	13.06

Market value per share (Note 2)	$	21.53	$	13.30

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT~~ULTRA BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

~~SEPTEMBER 30, 2017~~MARCH 31, 2019

(unaudited)

   Principal Amount    Value
Short-term U.S. government and agency obligations
(104% of shareholders’ equity)


U.S. Treasury Bills^^:

1.062% due 10/05/17
   $ 16,000,000    $ 15,999,013
1.065% due 10/12/17
   19,000,000    18,995,039
1.070% due 10/19/17†
   53,000,000    52,976,977
1.042% due 10/26/17†
   20,000,000    19,987,534
1.013% due 11/02/17†
   6,000,000    5,995,066
1.079% due 11/09/17†
   11,000,000    10,988,854
0.986% due 11/16/17†
   11,000,000    10,986,869
0.962% due 11/30/17†
   22,000,000    21,964,485
0.991% due 12/07/17†
   13,000,000    12,976,525
0.989% due 12/14/17†
   34,000,000    33,933,812
1.002% due 01/04/18
   14,000,000    13,962,714
1.040% due 02/01/18
   28,000,000    27,899,418


Total short-term U.S. government and agency obligations
(cost $246,653,071)
      $ 246,666,306


	Principal Amount		Value
Short-term U.S. government and agency obligations
(66% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.354% due 04/01/19	$	55,000,000	$	54,996,315
U.S. Treasury Bills^{^^}:
2.491% due 04/11/19^†		100,000,000		99,932,780
2.478% due 04/25/19		15,000,000		14,976,700
2.415% due 05/09/19^†		60,000,000		59,850,216
2.490% due 05/23/19^†		50,000,000		49,830,280

Total short-term U.S. government and agency obligations (cost $279,586,430)			$	279,586,291

Futures Contracts ~~Sold~~Purchased

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
WTI Crude Oil—NYMEX, expires November 2017
   1,894    $ 97,862,980    $ (5,367,489 )


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires May 2019		1,603	$	96,404,420	$	10,284,066

Total Return Swap ~~Agreements^~~Agreements^{^}

   Rate Paid
(Received)* Termination Date    Notional Amount
at Value** Unrealized
Appreciation
(Depreciation)
Swap agreement with Citibank, N.A. based on Bloomberg Crude OilSub-Index
   (0.18 )% 10/05/17    $ (149,040,494 ) $ (6,092,070 )
Swap agreement with Goldman Sachs International based on Bloomberg Crude OilSub-Index
   (0.25 ) 10/05/17    (109,832,549 ) (3,900,635 )
Swap agreement with Societe Generale based on Bloomberg Crude OilSub-Index
   (0.25 ) 10/05/17    (12,927,229 ) (514,835 )
Swap agreement with UBS AG based on Bloomberg Crude OilSub-Index
   (0.25 ) 10/05/17    (106,765,884 ) (3,170,837 )


      $ (13,678,377 )


	Rate Paid (Received)^*			Termination Date		Notional Amount at Value^**		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg WTI Crude Oil Subindex		0.18	%		04/08/19	$	210,716,477	$	13,531,815
Swap agreement with Goldman Sachs International based on Bloomberg WTI Crude Oil Subindex		0.25			04/08/19		159,549,712		9,321,563
Swap agreement with Royal Bank of Canada based on Bloomberg WTI Crude Oil Subindex		0.23			04/08/19		159,265,812		9,581,950
Swap agreement with Societe Generale based on Bloomberg WTI Crude Oil Subindex		0.25			04/08/19		63,215,803		3,690,633
Swap agreement with UBS AG based on Bloomberg WTI Crude Oil Subindex		0.25			04/08/19		161,395,641		10,186,910

Total Unrealized Appreciation								$	46,312,871

†	All or partial amount pledged as collateral for swap ~~agreements and/or futures contracts.~~agreements.

^	The positions and counterparties herein are as of ~~September 30, 2017.~~March 31, 2019. The ~~Funds~~Fund continually ~~evaluate~~evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown ~~represents~~represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of ~~September 30, 2017,~~March 31, 2019, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	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.

PROSHARES ~~ULTRASHORT~~ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

(unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 458,896 $ 112,015 $ 998,438 $ 345,514


Expenses

Management fee
   456,582 405,879 1,374,438 1,291,075
Brokerage commissions and fees
   17,992 27,568 50,772 125,327


Total expenses
   474,574 433,447 1,425,210 1,416,402


Net investment income (loss)
   (15,678 ) (321,432 ) (426,772 ) (1,070,888 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   (6,020,543 ) 7,108,871 12,625,049 (1,439,525 )
Swap agreements
   (3,398,264 ) 43,172,623 37,182,481 (35,456,689 )
Short-term U.S. government and agency obligations
   (107 ) 3,798 (1,590 ) (4,796 )


Net realized gain (loss)
   (9,418,914 ) 50,285,292 49,805,940 (36,901,010 )


Change in net unrealized appreciation/depreciation on

Futures contracts
   (4,525,726 ) (4,602,457 ) (3,940,674 ) (6,846,490 )
Swap agreements
   (25,931,072 ) (28,373,775 ) (1,471,496 ) (22,977,481 )
Short-term U.S. government and agency obligations
   10,122 12,429 13,678 26,286


Change in net unrealized appreciation/depreciation
   (30,446,676 ) (32,963,803 ) (5,398,492 ) (29,797,685 )


Net realized and unrealized gain (loss)
   (39,865,590 ) 17,321,489 44,407,448 (66,698,695 )


Net income (loss)
   $ (39,881,268 ) $ 17,000,057 $ 43,980,676 $ (67,769,583 )


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	2,140,385		$	1,425,965

Expenses
Management fee		1,025,194			1,072,854
Brokerage commissions		19,247			18,117

Total expenses		1,044,441			1,090,971

Net investment income (loss)		1,095,944			334,994

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		9,725,095			16,750,268
Swap agreements		66,798,062			95,767,623
Short-term U.S. government and agency obligations		247			(6	)

Net realized gain (loss)		76,523,404			112,517,885

Change in net unrealized appreciation/depreciation on
Futures contracts		24,324,367			(1,178,029	)
Swap agreements		119,079,996			(37,365,709	)
Short-term U.S. government and agency obligations		(5,330	)		35,783

Change in net unrealized appreciation/depreciation		143,399,033			(38,507,955	)

Net realized and unrealized gain (loss)		219,922,437			74,009,930

Net income (loss)	$	221,018,381		$	74,344,924

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT~~ULTRA BLOOMBERG CRUDE OIL

~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

(unaudited)

Shareholders’ equity, at December 31, 2016
   $ 200,958,303
Addition of 10,700,000 shares
   398,064,737
Redemption of 9,950,000 shares
   (404,776,691 )


Net addition (redemption) of 750,000 shares
   (6,711,954 )


Net investment income (loss)
   (426,772 )
Net realized gain (loss)
   49,805,940
Change in net unrealized appreciation/depreciation
   (5,398,492 )


Net income (loss)
   43,980,676


Shareholders’ equity, at September 30, 2017
   $ 238,227,025


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	368,399,654		$	524,445,526

Addition of 3,300,000 and 1,950,000 shares, respectively		56,961,229			50,670,933
Redemption of 11,750,000 and 9,150,000 shares, respectively		(221,091,968	)		(238,332,441	)

Net addition (redemption) of (8,450,000) and (7,200,000) shares, respectively		(164,130,739	)		(187,661,508	)

Net investment income (loss)		1,095,944			334,994
Net realized gain (loss)		76,523,404			112,517,885
Change in net unrealized appreciation/depreciation		143,399,033			(38,507,955	)

Net income (loss)		221,018,381			74,344,924

Shareholders’ equity, end of period	$	425,287,296		$	411,128,942

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT~~ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

(unaudited)

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ 43,980,676 $ (67,769,583 )
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
   (68,640 ) 3,477,760
Decrease (Increase) in segregated cash balances with brokers for swap agreements
   —   (1,128,000 )
Purchases of short-term U.S. government and agency obligations
   (866,640,949 ) (831,968,058 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   826,679,554 768,766,626
Net amortization and accretion on short-term U.S government and agency obligations
   (998,438 ) (345,514 )
Net realized gain (loss) on investments
   1,590 4,796
Change in unrealized appreciation/depreciation on investments
   1,457,818 22,951,195
Decrease (Increase) in receivable on futures contracts
   (123,680 ) —
Increase (Decrease) in payable to Sponsor
   (374 ) 34,948
Increase (Decrease) in brokerage commissions and fees payable
   —   (6,947 )
Increase (Decrease) in payable for investments purchased
   —   1,736,880
Increase (Decrease) in payable on futures contracts
   (13,602 ) (34,842 )


Net cash provided by (used in) operating activities
   4,273,955 (104,280,739 )


Cash flow from financing activities

Proceeds from addition of shares
   398,064,737 752,995,105
Payment on shares redeemed
   (401,417,518 ) (648,311,713 )


Net cash provided by (used in) financing activities
   (3,352,781 ) 104,683,392


Net increase (decrease) in cash
   921,174 402,653
Cash, beginning of period
   2,715,772 598,645


Cash, end of period
   $ 3,636,946 $ 1,001,298


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	221,018,381		$	74,344,924
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		(2,123,791,515	)		(3,328,447,440	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		2,126,692,055			3,399,999,661
Net amortization and accretion on short-term U.S. government and agency obligations		(1,989,014	)		(1,409,122	)
Net realized gain (loss) on investments		(247	)		6
Change in unrealized appreciation/depreciation on investments		(119,074,666	)		37,329,926
Decrease (Increase) in receivable on futures contracts		(1,664,247	)		817,015
Decrease (Increase) in interest receivable		(11,990	)		—
Increase (Decrease) in payable to Sponsor		60,891			(80,856	)
Increase (Decrease) in payable on futures contracts		(311,815	)		—

Net cash provided by (used in) operating activities		100,927,833			182,554,114

Cash flow from financing activities
Proceeds from addition of shares		69,952,893			50,670,933
Payment on shares redeemed		(210,331,237	)		(230,245,681	)

Net cash provided by (used in) financing activities		(140,378,344	)		(179,574,748	)

Net increase (decrease) in cash		(39,450,511	)		2,979,366
Cash, beginning of period		148,018,312			10,329,503

Cash, end of period	$	108,567,801		$	13,308,869

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF*

~~STATEMENT OF FINANCIAL CONDITION~~

   September 30, 2017
(unaudited)
Assets

Cash
   $ 13,475,988
Segregated cash balances with brokers for futures contracts
   2,418,240
Offering costs (Note 5)
   71,150
Limitation by Sponsor
   34,903


Total assets
   16,000,281


Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts
   83,153
Payable for offering costs
   148,400


Total liabilities
   231,553


Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   15,768,728


Total liabilities and shareholders’ equity
   $ 16,000,281


Shares outstanding
   900,008


Net asset value per share
   $ 17.52


Market value per share (Note 2)
   $ 17.63

*	~~Since the Fund’s inception date was January 13, 2017, the Statement of Financial Condition as of December 31, 2016 has not been provided. See Note 1.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(unaudited)~~

~~Futures Contracts Sold~~

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
WTI Crude Oil—NYMEX, expires November 2017
   916    $ 47,329,720    $ (2,423,370 )

~~See accompanying notes to financial statements.~~

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF*

~~STATEMENTS OF OPERATIONS~~

~~(unaudited)~~

   Three Months Ended
September 30, 2017 January 13, 2017
(Inception) through
September 30, 2017
Investment Income

Expenses

Brokerage commissions and fees
   $ 9,395 $ 17,296
Offering costs
   37,405 77,250
Limitation by Sponsor
   (12,787 ) (34,903 )


Total expenses
   34,013 59,643


Net investment income (loss)
   (34,013 ) (59,643 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   (1,540,337 ) 232,006


Net realized gain (loss)
   (1,540,337 ) 232,006


Change in net unrealized appreciation/depreciation on

Futures contracts
   (2,178,096 ) (2,423,370 )


Change in net unrealized appreciation/depreciation
   (2,178,096 ) (2,423,370 )


Net realized and unrealized gain (loss)
   (3,718,433 ) (2,191,364 )


Net income (loss)
   $ (3,752,446 ) $ (2,251,007 )

*	~~Since the Fund’s inception date was January 13, 2017, the Statements of Operations for the three and nine months ended September 30, 2016 have not been provided. See Note 1.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF~~

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~

~~FOR THE PERIOD FROM JANUARY 13, 2017 (INCEPTION) TO SEPTEMBER 30, 2017~~

~~(unaudited)~~

Shareholders’ equity, at January 13, 2017 (Inception)
   $ —
Addition of 1,050,008 shares
   22,510,278
Redemption of 150,000 shares
   (4,490,543 )


Net addition (redemption) of 900,008 shares
   18,019,735


Net investment income (loss)
   (59,643 )
Net realized gain (loss)
   232,006
Change in net unrealized appreciation/depreciation
   (2,423,370 )


Net income (loss)
   (2,251,007 )


Shareholders’ equity, at September 30, 2017
   $ 15,768,728

~~See accompanying notes to financial statements.~~

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF*

~~STATEMENT OF CASH FLOWS~~

~~(unaudited)~~

   January 13, 2017
(Inception) through
September 30, 2017
Cash flow from operating activities

Net income (loss)
   $ (2,251,007 )
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
   (2,418,240 )
Decrease (Increase) in Limitation by Sponsor
   (34,903 )
Change in offering cost
   (71,150 )
Increase (Decrease) in payable on futures contracts
   83,153
Increase (Decrease) in payable for offering costs
   148,400


Net cash provided by (used in) operating activities
   (4,543,747 )


Cash flow from financing activities

Proceeds from addition of shares
   22,510,278
Payment on shares redeemed
   (4,490,543 )


Net cash provided by (used in) financing activities
   18,019,735


Net increase (decrease) in cash
   13,475,988
Cash, beginning of period
   —


Cash, end of period
   $ 13,475,988

*	~~Since the Fund’s inception date was January 13, 2017, the Statement of Cash Flows for the nine months ended September 30, 2016 has not been provided. See Note 1.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT~~ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 2,116,845    $ 326,631
Segregated cash balances with brokers for futures contracts
   780,120    710,655
Short-term U.S. government and agency obligations (Note 3)
(cost $2,998,485 and $2,899,188, respectively)
   2,998,697    2,899,151
Receivable on open futures contracts
   31,017    105,872




Total assets
   5,926,679    4,042,309




Liabilities and shareholders’ equity

Liabilities

Brokerage commissions and fees payable
   —      144
Payable to Sponsor
   5,245    3,371




Total liabilities
   5,245    3,515




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   5,921,434    4,038,794




Total liabilities and shareholders’ equity
   $ 5,926,679    $ 4,042,309




Shares outstanding
   174,832    174,832




Net asset value per share
   $ 33.87    $ 23.10




Market value per share (Note 2)
   $ 33.64    $ 23.05


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $10,993,442 and $8,380,716, respectively)	$	10,993,211	$	8,380,427
Cash		7,550,205		731,158
Segregated cash balances with brokers for futures contracts		3,106,502		6,299,444
Receivable from capital shares sold		—		2,528,757
Interest receivable		15,897		11,508

Total assets		21,665,815		17,951,294

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		744,562		3,309,741
Payable to Sponsor		21,158		24,113

Total liabilities		765,720		3,333,854

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		20,900,095		14,617,440

Total liabilities and shareholders’ equity	$	21,665,815	$	17,951,294

Shares outstanding		1,028,150		578,150

Net asset value per share	$	20.33	$	25.28

Market value per share (Note 2)	$	20.42	$	25.82

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT~~ULTRA BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

~~SEPTEMBER 30, 2017~~MARCH 31, 2019

(unaudited)

   Principal Amount    Value
Short-term U.S. government and agency obligations
(51% of shareholders’ equity)

U.S. Treasury Bills^^:
1.013% due 10/19/17
   $ 3,000,000    $ 2,998,697


Total short-term U.S. government and agency obligations
(cost $2,998,485)
      $ 2,998,697


	Principal Amount		Value
Short-term U.S. government and agency obligations
(53% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.375% due 04/01/19	$	1,000,000	$	999,933
U.S. Treasury Bills^{^^}:
2.448% due 04/11/19		10,000,000		9,993,278

Total short-term U.S. government and agency obligations (cost $10,993,442)			$	10,993,211

Futures Contracts ~~Sold~~Purchased

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
Natural Gas—NYMEX, expires November 2017
   394    $ 11,847,580    $ 348,521


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Natural Gas - NYMEX, expires May 2019		1,570	$	41,793,400	$	21,777

^^	Rates shown ~~represents~~represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT~~ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

(unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 11,436 $ 2,395 $ 25,909 $ 16,513


Expenses

Management fee
   18,019 13,043 51,110 70,066
Brokerage commissions and fees
   7,316 8,608 19,673 53,910


Total expenses
   25,335 21,651 70,783 123,976


Net investment income (loss)
   (13,899 ) (19,256 ) (44,874 ) (107,463 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   (151,368 ) (101,997 ) 1,756,252 455,516
Short-term U.S. government and agency obligations
   (75 ) 434 (334 ) 3,438


Net realized gain (loss)
   (151,443 ) (101,563 ) 1,755,918 458,954


Change in net unrealized appreciation/depreciation on

Futures contracts
   615,201 712,984 830,552 2,803,566
Short-term U.S. government and agency obligations
   555 (161 ) 249 (75 )


Change in net unrealized appreciation/depreciation
   615,756 712,823 830,801 2,803,491


Net realized and unrealized gain (loss)
   464,313 611,260 2,586,719 3,262,445


Net income (loss)
   $ 450,414 $ 592,004 $ 2,541,845 $ 3,154,982


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	117,835		$	136,075

Expenses
Management fee		54,851			104,599
Brokerage commissions		18,939			24,021

Total expenses		73,790			128,620

Net investment income (loss)		44,045			7,455

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(13,301,838	)		1,134,812
Short-term U.S. government and agency obligations		(59	)		(20	)

Net realized gain (loss)		(13,301,897	)		1,134,792

Change in net unrealized appreciation/depreciation on
Futures contracts		10,344,940			(4,974,441	)
Short-term U.S. government and agency obligations		58			3,442

Change in net unrealized appreciation/depreciation		10,344,998			(4,970,999	)

Net realized and unrealized gain (loss)		(2,956,899	)		(3,836,207	)

Net income (loss)	$	(2,912,854	)	$	(3,828,752	)

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT~~ULTRA BLOOMBERG NATURAL GAS

~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

(unaudited)

Shareholders’ equity, at December 31, 2016
   $ 4,038,794
Addition of 300,000 shares
   9,317,576
Redemption of 300,000 shares
   (9,976,781 )


Net addition (redemption) of 0 shares
   (659,205 )


Net investment income (loss)
   (44,874 )
Net realized gain (loss)
   1,755,918
Change in net unrealized appreciation/depreciation
   830,801


Net income (loss)
   2,541,845


Shareholders’ equity, at September 30, 2017
   $ 5,921,434


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	14,617,440		$	63,268,950

Addition of 1,300,000 and 650,000 shares, respectively		31,814,525			18,760,719
Redemption of 850,000 and 1,160,284 shares, respectively		(22,619,016	)		(38,961,372	)

Net addition (redemption) of 450,000 and (510,284) shares, respectively		9,195,509			(20,200,653	)

Net investment income (loss)		44,045			7,455
Net realized gain (loss)		(13,301,897	)		1,134,792
Change in net unrealized appreciation/depreciation		10,344,998			(4,970,999	)

Net income (loss)		(2,912,854	)		(3,828,752	)

Shareholders’ equity, end of period	$	20,900,095		$	39,239,545

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT~~ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

(unaudited)

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ 2,541,845 $ 3,154,982
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
   (69,465 ) 917,015
Purchases of short-term U.S. government and agency obligations
   (17,971,116 ) (42,200,053 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   17,897,394 45,636,490
Net amortization and accretion on short-term U.S government and agency obligations
   (25,909 ) (16,513 )
Net realized gain (loss) on investments
   334 (3,438 )
Change in unrealized appreciation/depreciation on investments
   (249 ) 75
Decrease (Increase) in receivable on futures contracts
   74,855 (159,924 )
Increase (Decrease) in payable to Sponsor
   1,874 (6,510 )
Increase (Decrease) in brokerage commissions and fees payable
   (144 ) (1,499 )
Increase (Decrease) in payable on futures contracts
   —   (785,170 )


Net cash provided by (used in) operating activities
   2,449,419 6,535,455


Cash flow from financing activities

Proceeds from addition of shares
   9,317,576 37,311,510
Payment on shares redeemed
   (9,976,781 ) (44,580,216 )


Net cash provided by (used in) financing activities
   (659,205 ) (7,268,706 )


Net increase (decrease) in cash
   1,790,214 (733,251 )
Cash, beginning of period
   326,631 1,099,140


Cash, end of period
   $ 2,116,845 $ 365,889


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(2,912,854	)	$	(3,828,752	)
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		(315,281,075	)		(808,881,732	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		312,749,275			826,999,848
Net amortization and accretion on short-term U.S. government and agency obligations		(80,985	)		(120,023	)
Net realized gain (loss) on investments		59			20
Change in unrealized appreciation/depreciation on investments		(58	)		(3,442	)
Decrease (Increase) in receivable on futures contracts		—			580,101
Decrease (Increase) in interest receivable		(4,389	)		—
Increase (Decrease) in payable to Sponsor		(2,955	)		(11,405	)
Increase (Decrease) in payable on futures contracts		(2,565,179	)		—

Net cash provided by (used in) operating activities		(8,098,161	)		14,734,615

Cash flow from financing activities
Proceeds from addition of shares		34,343,282			19,087,159
Payment on shares redeemed		(22,619,016	)		(43,173,166	)

Net cash provided by (used in) financing activities		11,724,266			(24,086,007	)

Net increase (decrease) in cash		3,626,105			(9,351,392	)
Cash, beginning of period		7,030,602			14,716,897

Cash, end of period	$	10,656,707		$	5,365,505

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT GOLD~~ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 1,104,112    $ 120,840
Segregated cash balances with brokers for futures contracts
   10,780    13,200
Short-term U.S. government and agency obligations (Note 3)
(cost $34,939,314 and $60,540,275, respectively)
   34,940,087    60,540,555
Unrealized appreciation on forward agreements
   2,961,605    3,033,566
Receivable on open futures contracts
   600    1,280




Total assets
   39,017,184    63,709,441




Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed
   3,563,259    —
Payable to Sponsor
   27,142    55,794




Total liabilities
   3,590,401    55,794




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   35,426,783    63,653,647




Total liabilities and shareholders’ equity
   $ 39,017,184    $ 63,709,441




Shares outstanding
   496,978    696,978




Net asset value per share
   $ 71.28    $ 91.33




Market value per share (Note 2)
   $ 71.55    $ 90.54


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $999,344 and $1,496,665, respectively)	$	999,328	$	1,496,658
Cash		6,099,502		5,068,270
Segregated cash balances with brokers for foreign currency forward contracts		921,000		921,000
Unrealized appreciation on foreign currency forward contracts		1,894		61,971
Interest receivable		11,364		6,718

Total assets		8,033,088		7,554,617

Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		6,449		6,015
Unrealized depreciation on foreign currency forward contracts		169,432		4,033

Total liabilities		175,881		10,048

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		7,857,207		7,544,569

Total liabilities and shareholders’ equity	$	8,033,088	$	7,554,617

Shares outstanding		550,000		500,000

Net asset value per share	$	14.29	$	15.09

Market value per share (Note 2)	$	14.31	$	15.12

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT GOLD~~ULTRA EURO

SCHEDULE OF INVESTMENTS

~~SEPTEMBER 30, 2017~~MARCH 31, 2019

(unaudited)

   Principal Amount    Value
Short-term U.S. government and agency obligations
(99% of shareholders’ equity)

U.S. Treasury Bills^^:

1.062% due 10/05/17†
   $ 11,000,000    $ 10,999,321
0.991% due 11/30/17†
   2,000,000    1,996,771
0.972% due 12/07/17†
   3,000,000    2,994,583
0.987% due 12/14/17†
   5,000,000    4,990,267
1.002% due 01/04/18
   6,000,000    5,984,020
1.001% due 01/11/18
   5,000,000    4,985,902
1.040% due 02/01/18
   3,000,000    2,989,223


Total short-term U.S. government and agency obligations
(cost $34,939,314)
      $ 34,940,087

~~Futures Contracts Sold~~


	Principal Amount		Value
Short-term U.S. government and agency obligations
(13% of shareholders’ equity)
U.S. Treasury Bills^{^^}:
2.448% due 04/11/19	$	1,000,000	$	999,328

Total short-term U.S. government and agency obligations (cost $999,344)			$	999,328

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
Gold Futures—COMEX, expires December 2017
   2    $ 256,960    $ (9,540 )

~~Forward Agreements^~~

   Rate Paid
(Received)* Settlement Date    Commitment to
(Deliver)/Receive Notional Amount
at Value** Unrealized
Appreciation
(Depreciation)
Forward agreements with Citibank, N.A. based on 0.995 Fine Troy Ounce Gold
   (1.30 )% 10/05/17    $ (16,100 ) $ (20,663,223 ) $ 1,045,390
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold
   (1.06 ) 10/05/17    (16,898 ) (21,687,062 ) 835,086
Forward agreements with Societe Generale based on 0.995 Fine Troy Ounce Gold
   (1.01 ) 10/05/17    (4,800 ) (6,160,368 ) 267,146
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold
   (1.05 ) 10/05/17    (17,250 ) (22,138,823 ) 813,983


      $ 2,961,605


Foreign Currency Forward Contracts^{^}

	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Euro with Goldman Sachs International		04/05/19		7,006,725		$	7,861,797		$	(77,734	)
Euro with UBS AG		04/05/19		7,466,800			8,378,017			(91,698	)

Total Unrealized Depreciation									$	(169,432	)

Contracts to Sell
Euro with Goldman Sachs International		04/05/19		(151,500	)	$	(169,988	)	$	994
Euro with UBS AG		04/05/19		(307,000	)		(344,465	)		900

Total Unrealized Appreciation									$	1,894

†	~~All or partial amount pledged as collateral for forward agreements and/or futures contracts.~~

^	The positions and counterparties herein are as of ~~September 30, 2017.~~March 31, 2019. The ~~Funds~~Fund continually ~~evaluate~~evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown ~~represents~~represent discount rate at the time of purchase.

*	~~Reflects the floating financing rate, as of September 30, 2017, 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.

PROSHARES ~~ULTRASHORT GOLD~~ULTRA EURO

STATEMENTS OF OPERATIONS

(unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 85,802 $ 44,515 $ 202,149 $ 118,780


Expenses

Management fee
   86,766 163,622 268,125 469,612
Brokerage commissions and fees
   10 8 39 33


Total expenses
   86,776 163,630 268,164 469,645


Net investment income (loss)
   (974 ) (119,115 ) (66,015 ) (350,865 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   (640 ) (7,340 ) 5,119 (45,820 )
Forward agreements
   (2,643,515 ) (10,289,193 ) (10,944,071 ) (29,919,349 )
Short-term U.S. government and agency obligations
   (96 ) 164 (1,168 ) (779 )


Net realized gain (loss)
   (2,644,251 ) (10,296,369 ) (10,940,120 ) (29,965,948 )


Change in net unrealized appreciation/depreciation on

Futures contracts
   (6,520 ) 9,400 (28,520 ) (3,420 )
Forward agreements
   305,626 9,761,395 (71,961 ) (228,387 )
Short-term U.S. government and agency obligations
   1,228 2,460 493 6,758


Change in net unrealized appreciation/depreciation
   300,334 9,773,255 (99,988 ) (225,049 )


Net realized and unrealized gain (loss)
   (2,343,917 ) (523,114 ) (11,040,108 ) (30,190,997 )


Net income (loss)
   $ (2,344,891 ) $ (642,229 ) $ (11,106,123 ) $ (30,541,862 )


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	39,503		$	25,079

Expenses
Management fee		18,674			23,592

Total expenses		18,674			23,592

Net investment income (loss)		20,829			1,487

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(227,273	)		800,513

Net realized gain (loss)		(227,273	)		800,513

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(225,476	)		(482,219	)
Short-term U.S. government and agency obligations		(9	)		235

Change in net unrealized appreciation/depreciation		(225,485	)		(481,984	)

Net realized and unrealized gain (loss)		(452,758	)		318,529

Net income (loss)	$	(431,929	)	$	320,016

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT GOLD~~ULTRA EURO

~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

(unaudited)

Shareholders’ equity, at December 31, 2016
   $ 63,653,647
Addition of 300,000 shares
   22,375,636
Redemption of 500,000 shares
   (39,496,377 )


Net addition (redemption) of (200,000) shares
   (17,120,741 )


Net investment income (loss)
   (66,015 )
Net realized gain (loss)
   (10,940,120 )
Change in net unrealized appreciation/depreciation
   (99,988 )


Net income (loss)
   (11,106,123 )


Shareholders’ equity, at September 30, 2017
   $ 35,426,783


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	7,544,569		$	9,591,516

Addition of 50,000 and 100,000 shares, respectively		744,567			1,842,786
Redemption of – and 100,000 shares, respectively		—			(1,801,435	)

Net addition (redemption) of 50,000 and – shares, respectively		744,567			41,351

Net investment income (loss)		20,829			1,487
Net realized gain (loss)		(227,273	)		800,513
Change in net unrealized appreciation/depreciation		(225,485	)		(481,984	)

Net income (loss)		(431,929	)		320,016

Shareholders’ equity, end of period	$	7,857,207		$	9,952,883

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT GOLD~~ULTRA EURO

STATEMENTS OF CASH FLOWS

(unaudited)

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ (11,106,123 ) $ (30,541,862 )
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
   2,420 79,370
Decrease (Increase) in segregated cash balances with brokers for forward agreements
   —   (7,835,000 )
Purchases of short-term U.S. government and agency obligations
   (136,758,217 ) (205,754,520 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   162,560,129 212,008,993
Net amortization and accretion on short-term U.S government and agency obligations
   (202,119 ) (118,780 )
Net realized gain (loss) on investments
   1,168 779
Change in unrealized appreciation/depreciation on investments
   71,468 221,629
Decrease (Increase) in receivable on futures contracts
   680 (1,320 )
Increase (Decrease) in payable to Sponsor
   (28,652 ) (625 )
Increase (Decrease) in payable on futures contracts
   —   (80 )


Net cash provided by (used in) operating activities
   14,540,754 (31,941,416 )


Cash flow from financing activities

Proceeds from addition of shares
   22,375,636 79,236,729
Payment on shares redeemed
   (35,933,118 ) (47,301,845 )


Net cash provided by (used in) financing activities
   (13,557,482 ) 31,934,884


Net increase (decrease) in cash
   983,272 (6,532 )
Cash, beginning of period
   120,840 151,638


Cash, end of period
   $ 1,104,112 $ 145,106


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(431,929	)	$	320,016
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		(59,041,009	)		(196,972,256	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		59,550,000			196,000,000
Net amortization and accretion on short-term U.S. government and agency obligations		(11,670	)		(25,079	)
Change in unrealized appreciation/depreciation on investments		225,485			481,984
Decrease (Increase) in interest receivable		(4,646	)		—
Increase (Decrease) in payable to Sponsor		434			791

Net cash provided by (used in) operating activities		286,665			(194,544	)

Cash flow from financing activities
Proceeds from addition of shares		744,567			1,842,786
Payment on shares redeemed		—			(1,801,435	)

Net cash provided by (used in) financing activities		744,567			41,351

Net increase (decrease) in cash		1,031,232			(153,193	)
Cash, beginning of period		5,989,270			2,338,427

Cash, end of period	$	7,020,502		$	2,185,234

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT SILVER~~ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 2,077,196    $ 86,051
Segregated cash balances with brokers for futures contracts
   12,980    14,300
Segregated cash balances with brokers for forward agreements
   738,500    —
Short-term U.S. government and agency obligations (Note 3)
(cost $17,965,709 and $21,549,766, respectively)
   17,966,229    21,550,319
Unrealized appreciation on forward agreements
   2,152,433    1,384,246
Receivable on open futures contracts
   1,510    2,290




Total assets
   22,948,848    23,037,206




Liabilities and shareholders’ equity

Liabilities

Payable to Sponsor
   15,171    19,550




Total liabilities
   15,171    19,550




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   22,933,677    23,017,656




Total liabilities and shareholders’ equity
   $ 22,948,848    $ 23,037,206




Shares outstanding
   716,976    616,976




Net asset value per share
   $ 31.99    $ 37.31




Market value per share (Note 2)
   $ 32.78    $ 38.76


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $49,961,088 and $41,941,207, respectively)	$	49,960,295	$	41,941,734
Cash		16,449,325		32,035,747
Segregated cash balances with brokers for futures contracts		444,380		179,296
Segregated cash balances with brokers for forward agreements		—		8,883,000
Segregated cash balances with brokers for swap agreements		12,653,437		—
Unrealized appreciation on swap agreements		719,893		—
Unrealized appreciation on forward agreements		—		4,253,301
Receivable on open futures contracts		54,498		—
Interest receivable		26,096		15,303

Total assets		80,307,924		87,308,381

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		7,464,385		3,712,654
Payable on open futures contracts		—		7,990
Payable to Sponsor		66,237		64,443

Total liabilities		7,530,622		3,785,087

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		72,777,302		83,523,294

Total liabilities and shareholders’ equity	$	80,307,924	$	87,308,381

Shares outstanding		1,950,000		2,250,000

Net asset value per share	$	37.32	$	37.12

Market value per share (Note 2)	$	37.24	$	37.41

See accompanying notes to financial statements.

PROSHARES ~~ULTRASHORT SILVER~~ULTRA GOLD

SCHEDULE OF INVESTMENTS

~~SEPTEMBER 30, 2017~~MARCH 31, 2019

(unaudited)

   Principal Amount    Value
Short-term U.S. government and agency obligations
(78% of shareholders’ equity)

U.S. Treasury Bills^^:

1.088% due 10/26/17†
   $ 4,000,000    $ 3,997,507
0.962% due 11/30/17†
   6,000,000    5,990,314
1.012% due 12/07/17†
   4,000,000    3,992,777
1.040% due 02/01/18
   4,000,000    3,985,631


Total short-term U.S. government and agency obligations
(cost $17,965,709)
      $ 17,966,229

~~Futures Contracts Sold~~


	Principal Amount		Value
Short-term U.S. government and agency obligations
(69% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.375% due 04/01/19	$	5,000,000	$	4,999,665
U.S. Treasury Bills^{^^}:
2.494% due 04/11/19^†		40,000,000		39,973,112
2.415% due 05/09/19^†		5,000,000		4,987,518

Total short-term U.S. government and agency obligations (cost $49,961,088)			$	49,960,295

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
Silver Futures—COMEX, expires December 2017
   2    $ 166,760    $ 4,940

~~Forward Agreements^~~


Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Gold Futures - COMEX, expires June 2019		124	$	16,101,400	$	(205,361	)

   Rate Paid
(Received)* Settlement Date    Commitment to
(Deliver)/Receive Notional Amount
at Value** Unrealized
Appreciation
(Depreciation)
Forward agreements with Citibank, N.A. based on 0.999 Fine Troy Ounce Silver
   (1.40 )% 10/05/17    $ (953,000 ) $ (16,071,964 ) $ 775,445
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver
   (1.18 ) 10/05/17    (786,500 ) (13,263,851 ) 671,956
Forward agreements with Societe Generale based on 0.999 Fine Troy Ounce Silver
   (1.14 ) 10/05/17    (156,000 ) (2,630,862 ) 143,987
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver
   (1.13 ) 10/05/17    (814,000 ) (13,727,622 ) 561,045


      $2,152,433


Total Return Swap Agreements^{^}

	Rate Paid (Received)^*			Termination Date			Notional Amount at Value^**		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Gold Subindex		0.25	%		04/08/19		$	39,789,890	$	408,352
Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex		0.25			04/08/19	��		48,810,185		157,215
Swap agreement with UBS AG based on Bloomberg Gold Subindex		0.25			04/08/19			40,913,975		154,326

Total Unrealized Appreciation									$	719,893

†	All or partial amount pledged as collateral for ~~forward agreements and/or futures contracts.~~swap agreements.

^	The positions and counterparties herein are as of ~~September 30, 2017.~~March 31, 2019. The ~~Funds~~Fund continually ~~evaluate~~evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown ~~represents~~represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of ~~September 30, 2017, 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.~~

~~PROSHARES ULTRASHORT SILVER~~

~~STATEMENTS OF OPERATIONS~~

~~(unaudited)~~

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 44,411 $ 22,794 $ 103,317 $ 71,536


Expenses

Management fee
   46,737 86,864 143,542 281,605
Brokerage commissions and fees
   10 8 39 33


Total expenses
   46,747 86,872 143,581 281,638


Net investment income (loss)
   (2,336 ) (64,078 ) (40,264 ) (210,102 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   (2,193 ) (15,410 ) 18,357 (44,810 )
Forward agreements
   (464,978 ) (14,850,460 ) (2,711,677 ) (26,610,382 )
Short-term U.S. government and agency obligations
   (46 ) 65 (190 ) (2,307 )


Net realized gain (loss)
   (467,217 ) (14,865,805 ) (2,693,510 ) (26,657,499 )


Change in net unrealized appreciation/depreciation on

Futures contracts
   2,560 10,700 (22,370 ) (7,450 )
Forward agreements
   (396,316 ) 9,496,558 768,187 (4,259,746 )
Short-term U.S. government and agency obligations
   29 2,046 (33 ) 3,511


Change in net unrealized appreciation/depreciation
   (393,727 ) 9,509,304 745,784 (4,263,685 )


Net realized and unrealized gain (loss)
   (860,944 ) (5,356,501 ) (1,947,726 ) (30,921,184 )


Net income (loss)
   $ (863,280 ) $ (5,420,579 ) $ (1,987,990 ) $ (31,131,286 )

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT SILVER~~

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

~~(unaudited)~~

Shareholders’ equity, at December 31, 2016
   $ 23,017,656
Addition of 700,000 shares
   22,025,198
Redemption of 600,000 shares
   (20,121,187 )


Net addition (redemption) of 100,000 shares
   1,904,011


Net investment income (loss)
   (40,264 )
Net realized gain (loss)
   (2,693,510 )
Change in net unrealized appreciation/depreciation
   745,784


Net income (loss)
   (1,987,990 )


Shareholders’ equity, at September 30, 2017
   $ 22,933,677

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT SILVER~~

~~STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ (1,987,990 ) $ (31,131,286 )
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
   1,320 (110 )
Decrease (Increase) in segregated cash balances with brokers for forward agreements
   (738,500 ) (1,544,000 )
Purchases of short-term U.S. government and agency obligations
   (91,865,007 ) (126,343,449 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   95,552,158 138,366,905
Net amortization and accretion on short-term U.S government and agency obligations
   (103,284 ) (71,536 )
Net realized gain (loss) on investments
   190 2,307
Change in unrealized appreciation/depreciation on investments
   (768,154 ) 4,256,235
Decrease (Increase) in receivable on futures contracts
   780 390
Increase (Decrease) in payable to Sponsor
   (4,379 ) (14,530 )
Increase (Decrease) in payable on futures contracts
   —   930


Net cash provided by (used in) operating activities
   87,134 (16,478,144 )


Cash flow from financing activities

Proceeds from addition of shares
   22,025,198 67,362,064
Payment on shares redeemed
   (20,121,187 ) (51,232,577 )


Net cash provided by (used in) financing activities
   1,904,011 16,129,487


Net increase (decrease) in cash
   1,991,145 (348,657 )
Cash, beginning of period
   86,051 514,784


Cash, end of period
   $ 2,077,196 $ 166,127

~~See accompanying notes to financial statements.~~

~~PROSHARES SHORT EURO~~

~~STATEMENTS OF FINANCIAL CONDITION~~

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 1,990,375    $ 2,292,012
Segregated cash balances with brokers for futures contracts
   127,050    402,600
Short-term U.S. government and agency obligations (Note 3)
(cost $5,998,008 and $13,164,807, respectively)
   5,998,433    13,164,828




Total assets
   8,115,858    15,859,440




Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts
   16,156    76,666
Payable to Sponsor
   6,264    12,686




Total liabilities
   22,420    89,352




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   8,093,438    15,770,088




Total liabilities and shareholders’ equity
   $ 8,115,858    $ 15,859,440




Shares outstanding
   200,000    350,000




Net asset value per share
   $ 40.47    $ 45.06




Market value per share (Note 2)
   $ 40.56    $ 45.12

~~See accompanying notes to financial statements.~~

~~PROSHARES SHORT EURO~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(unaudited)~~

   Principal Amount    Value
Short-term U.S. government and agency obligations
(74% of shareholders’ equity)

U.S. Treasury Bills^^:

1.089% due 10/12/17
   $ 6,000,000    $ 5,998,433


Total short-term U.S. government and agency obligations
(cost $5,998,008)
      $ 5,998,433

~~Futures Contracts Sold~~

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
Euro Fx Currency Futures—CME, expires December 2017
   55    $ 8,156,844    $ 106,206

^^	~~Rates shown represents discount rate at the time of purchase.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES SHORT EURO~~

~~STATEMENTS OF OPERATIONS~~

~~(unaudited)~~

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 18,865 $ 8,177 $ 57,345 $ 22,846


Expenses

Management fee
   21,606 36,752 92,259 116,244
Brokerage commissions and fees
   330 580 1,433 2,009


Total expenses
   21,936 37,332 93,692 118,253


Net investment income (loss)
   (3,071 ) (29,155 ) (36,347 ) (95,407 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   (599,482 ) 327,212 (1,334,988 ) (199,588 )
Short-term U.S. government and agency obligations
   (107 ) (2 ) (384 ) 31


Net realized gain (loss)
   (599,589 ) 327,210 (1,335,372 ) (199,557 )


Change in net unrealized appreciation/depreciation on

Futures contracts
   291,787 (488,475 ) (26,694 ) (270,444 )
Short-term U.S. government and agency obligations
   326 1,265 404 1,652


Change in net unrealized appreciation/depreciation
   292,113 (487,210 ) (26,290 ) (268,792 )


Net realized and unrealized gain (loss)
   (307,476 ) (160,000 ) (1,361,662 ) (468,349 )


Net income (loss)
   $ (310,547 ) $ (189,155 ) $ (1,398,009 ) $ (563,756 )

~~See accompanying notes to financial statements.~~

~~PROSHARES SHORT EURO~~

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

~~(unaudited)~~

Shareholders’ equity, at December 31, 2016
   $ 15,770,088
Redemption of 150,000 shares
   (6,278,641 )


Net addition (redemption) of (150,000) shares
   (6,278,641 )


Net investment income (loss)
   (36,347 )
Net realized gain (loss)
   (1,335,372 )
Change in net unrealized appreciation/depreciation
   (26,290 )


Net income (loss)
   (1,398,009 )


Shareholders’ equity, at September 30, 2017
   $ 8,093,438

~~See accompanying notes to financial statements.~~

~~PROSHARES SHORT EURO~~

~~STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ (1,398,009 ) $ (563,756 )
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
   275,550 116,820
Purchases of short-term U.S. government and agency obligations
   (45,940,009 ) (42,155,511 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   53,163,769 44,640,933
Net amortization and accretion on short-term U.S government and agency obligations
   (57,345 ) (22,846 )
Net realized gain (loss) on investments
   384 (31 )
Change in unrealized appreciation/depreciation on investments
   (404 ) (1,652 )
Decrease (Increase) in receivable on futures contracts
   —   84,235
Increase (Decrease) in payable to Sponsor
   (6,422 ) (2,556 )
Increase (Decrease) in payable on futures contracts
   (60,510 ) 32,813


Net cash provided by (used in) operating activities
   5,977,004 2,128,449


Cash flow from financing activities

Proceeds from addition of shares
   —   2,109,382
Payment on shares redeemed
   (6,278,641 ) (4,280,745 )


Net cash provided by (used in) financing activities
   (6,278,641 ) (2,171,363 )


Net increase (decrease) in cash
   (301,637 ) (42,914 )
Cash, beginning of period
   2,292,012 1,783,802


Cash, end of period
   $ 1,990,375 $ 1,740,888

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT AUSTRALIAN DOLLAR~~

~~STATEMENTS OF FINANCIAL CONDITION~~

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 729,356    $ 2,834,389
Segregated cash balances with brokers for futures contracts
   370,040    914,760
Short-term U.S. government and agency obligations (Note 3)
(cost $7,997,344 and $12,909,895, respectively)
   7,997,911    12,909,619
Receivable on open futures contracts
   34,800    —




Total assets
   9,132,107    16,658,768




Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts
   —      32,340
Payable to Sponsor
   6,902    12,955




Total liabilities
   6,902    45,295




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   9,125,205    16,613,473




Total liabilities and shareholders’ equity
   $ 9,132,107    $ 16,658,768




Shares outstanding
   200,000    300,000




Net asset value per share
   $ 45.63    $ 55.38




Market value per share (Note 2)
   $ 45.85    $ 55.24

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT AUSTRALIAN DOLLAR~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(unaudited)~~

   Principal Amount    Value
Short-term U.S. government and agency obligations
(88% of shareholders’ equity)

U.S. Treasury Bills^^:

1.089% due 10/12/17
   $ 8,000,000    $ 7,997,911


Total short-term U.S. government and agency obligations
(cost $7,997,344)
      $ 7,997,911

~~Futures Contracts Sold~~

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
Australian Dollar Fx Currency Futures—CME, expires December 2017
   232    $ 18,179,520    $ 379,490

^^	~~Rates shown represents discount rate at the time of purchase.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT AUSTRALIAN DOLLAR~~

~~STATEMENTS OF OPERATIONS~~

~~(unaudited)~~

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 23,090 $ 12,198 $ 58,614 $ 32,241


Expenses

Management fee
   24,991 42,820 94,837 136,306
Brokerage commissions and fees
   1,555 3,267 6,088 11,011


Total expenses
   26,546 46,087 100,925 147,317


Net investment income (loss)
   (3,456 ) (33,889 ) (42,311 ) (115,076 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   (1,453,355 ) (318,842 ) (1,920,606 ) (2,462,334 )
Short-term U.S. government and agency obligations
   (22 ) 1 (177 ) 220


Net realized gain (loss)
   (1,453,377 ) (318,841 ) (1,920,783 ) (2,462,114 )


Change in net unrealized appreciation/depreciation on

Futures contracts
   837,800 (971,687 ) (802,850 ) (495,700 )
Short-term U.S. government and agency obligations
   (14 ) 561 843 2,074


Change in net unrealized appreciation/depreciation
   837,786 (971,126 ) (802,007 ) (493,626 )


Net realized and unrealized gain (loss)
   (615,591 ) (1,289,967 ) (2,722,790 ) (2,955,740 )


Net income (loss)
   $ (619,047 ) $ (1,323,856 ) $ (2,765,101 ) $ (3,070,816 )

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT AUSTRALIAN DOLLAR~~

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

~~(unaudited)~~

Shareholders’ equity, at December 31, 2016
   $ 16,613,473
Redemption of 100,000 shares
   (4,723,167 )


Net addition (redemption) of (100,000) shares
   (4,723,167 )


Net investment income (loss)
   (42,311 )
Net realized gain (loss)
   (1,920,783 )
Change in net unrealized appreciation/depreciation
   (802,007 )


Net income (loss)
   (2,765,101 )


Shareholders’ equity, at September 30, 2017
   $ 9,125,205

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT AUSTRALIAN DOLLAR~~

~~STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ (2,765,101 ) $ (3,070,816 )
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
   544,720 (845,815 )
Purchases of short-term U.S. government and agency obligations
   (57,937,852 ) (36,174,367 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   62,908,840 39,618,751
Net amortization and accretion on short-term U.S government and agency obligations
   (58,614 ) (32,241 )
Net realized gain (loss) on investments
   177 (220 )
Change in unrealized appreciation/depreciation on investments
   (843 ) (2,074 )
Decrease (Increase) in receivable on futures contracts
   (34,800 ) 52,491
Increase (Decrease) in payable to Sponsor
   (6,053 ) (2,874 )
Increase (Decrease) in payable on futures contracts
   (32,340 ) 79,209


Net cash provided by (used in) operating activities
   2,618,134 (377,956 )


Cash flow from financing activities

Payment on shares redeemed
   (4,723,167 ) (314 )


Net cash provided by (used in) financing activities
   (4,723,167 ) (314 )


Net increase (decrease) in cash
   (2,105,033 ) (378,270 )
Cash, beginning of period
   2,834,389 1,958,996


Cash, end of period
   $ 729,356 $ 1,580,726

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT EURO~~

~~STATEMENTS OF FINANCIAL CONDITION~~

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 2,120,743    $ 2,916,502
Short-term U.S. government and agency obligations (Note 3)
(cost $219,674,153 and $337,373,566, respectively)
   219,684,550    337,375,787
Unrealized appreciation on foreign currency forward contracts
   4,465,552    16,519,070
Receivable from capital shares sold
   1,091,561    —




Total assets
   227,362,406    356,811,359




Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed
   —      6,771,472
Payable to Sponsor
   175,643    291,098
Unrealized depreciation on foreign currency forward contracts
   565,859    356,139




Total liabilities
   741,502    7,418,709




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   226,620,904    349,392,650




Total liabilities and shareholders’ equity
   $ 227,362,406    $ 356,811,359




Shares outstanding
   10,450,000    12,900,000




Net asset value per share
   $ 21.69    $ 27.08




Market value per share (Note 2)
   $ 21.68    $ 27.08

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT EURO~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(unaudited)~~

   Principal Amount    Value
Short-term U.S. government and agency obligations
(97% of shareholders’ equity)

U.S. Treasury Bills^^:

0.998% due 10/05/17
   $ 9,000,000    $ 8,999,445
1.057% due 10/12/17†
   40,000,000    39,989,556
1.013% due 10/19/17†
   11,000,000    10,995,221
1.015% due 10/26/17†
   41,000,000    40,974,445
0.998% due 11/02/17
   10,000,000    9,991,776
1.079% due 11/09/17†
   20,000,000    19,979,734
0.982% due 11/16/17†
   2,000,000    1,997,613
0.962% due 11/30/17†
   7,000,000    6,988,700
0.987% due 12/14/17†
   18,000,000    17,964,959
1.002% due 01/04/18
   7,000,000    6,981,357
1.001% due 01/11/18
   25,000,000    24,929,510
1.040% due 02/01/18
   30,000,000    29,892,234


Total short-term U.S. government and agency obligations
(cost $219,674,153)
      $ 219,684,550

~~Foreign Currency Forward Contracts^~~

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

Euro with Goldman Sachs International
   10/06/17    3,175,800 $ 3,754,078 $ (42,918 )
Euro with UBS AG
   10/06/17    35,067,900 41,453,378 (522,941 )


      $(565,859)


Contracts to Sell

Euro with Goldman Sachs International
   10/06/17    (194,781,925 ) $ (230,249,569 ) $ 2,076,933
Euro with UBS AG
   10/06/17    (226,747,400 ) (268,035,604 ) 2,388,619


      $4,465,552

†	~~All or partial amount pledged as collateral for foreign currency forward contracts.~~

^	The positions and counterparties herein are as of September 30, 2017. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	~~Rates shown represents discount rate at the time of purchase.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT EURO~~

~~STATEMENTS OF OPERATIONS~~

~~(unaudited)~~

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 559,862 $ 248,831 $ 1,452,945 $ 765,698


Expenses

Management fee
   537,193 906,488 1,914,770 2,894,802


Total expenses
   537,193 906,488 1,914,770 2,894,802


Net investment income (loss)
   22,669 (657,657 ) (461,825 ) (2,129,104 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts
   (24,505,520 ) (5,537,097 ) (45,334,575 ) (60,591,547 )
Short-term U.S. government and agency obligations
   (1,394 ) 1,655 (3,856 ) 37


Net realized gain (loss)
   (24,506,914 ) (5,535,442 ) (45,338,431 ) (60,591,510 )


Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts
   10,103,133 (2,518,631 ) (12,263,238 ) 30,435,313
Short-term U.S. government and agency obligations
   4,959 2,404 8,176 33,446


Change in net unrealized appreciation/depreciation
   10,108,092 (2,516,227 ) (12,255,062 ) 30,468,759


Net realized and unrealized gain (loss)
   (14,398,822 ) (8,051,669 ) (57,593,493 ) (30,122,751 )


Net income (loss)
   $ (14,376,153 ) $ (8,709,326 ) $ (58,055,318 ) $ (32,251,855 )

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT EURO~~

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

~~(unaudited)~~

Shareholders’ equity, at December 31, 2016
   $ 349,392,650
Addition of 1,800,000 shares
   41,062,646
Redemption of 4,250,000 shares
   (105,779,074 )


Net addition (redemption) of (2,450,000) shares
   (64,716,428 )


Net investment income (loss)
   (461,825 )
Net realized gain (loss)
   (45,338,431 )
Change in net unrealized appreciation/depreciation
   (12,255,062 )


Net income (loss)
   (58,055,318 )


Shareholders’ equity, at September 30, 2017
   $ 226,620,904

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT EURO~~

~~STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ (58,055,318 ) $ (32,251,855 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for foreign currency forward contracts
   —   (15,803,000 )
Purchases of short-term U.S. government and agency obligations
   (1,194,312,964 ) (1,046,594,054 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   1,313,461,466 1,240,067,697
Net amortization and accretion on short-term U.S government and agency obligations
   (1,452,945 ) (765,698 )
Net realized gain (loss) on investments
   3,856 (37 )
Change in unrealized appreciation/depreciation on investments
   12,255,062 (30,468,759 )
Increase (Decrease) in payable to Sponsor
   (115,455 ) (124,210 )


Net cash provided by (used in) operating activities
   71,783,702 114,060,084


Cash flow from financing activities

Proceeds from addition of shares
   39,971,085 15,418,329
Payment on shares redeemed
   (112,550,546 ) (139,665,636 )


Net cash provided by (used in) financing activities
   (72,579,461 ) (124,247,307 )


Net increase (decrease) in cash
   (795,759 ) (10,187,223 )
Cash, beginning of period
   2,916,502 10,372,583


Cash, end of period
   $ 2,120,743 $ 185,360

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT YEN~~

~~STATEMENTS OF FINANCIAL CONDITION~~

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 1,506,225    $ 3,166,988
Short-term U.S. government and agency obligations (Note 3)
(cost $137,812,663 and $257,103,135, respectively)
   137,818,917    257,102,313
Unrealized appreciation on foreign currency forward contracts
   9,817,020    16,870,357




Total assets
   149,142,162    277,139,658




Liabilities and shareholders’ equity

Liabilities

Payable to Sponsor
   112,920    232,491
Unrealized depreciation on foreign currency forward contracts
   570,141    125,420




Total liabilities
   683,061    357,911




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   148,459,101    276,781,747




Total liabilities and shareholders’ equity
   $ 149,142,162    $ 277,139,658




Shares outstanding
   1,999,290    3,449,290




Net asset value per share
   $ 74.26    $ 80.24




Market value per share (Note 2)
   $ 74.21    $ 80.25

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT YEN~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(unaudited)~~

   Principal Amount    Value
Short-term U.S. government and agency obligations
(93% of shareholders’ equity)

U.S. Treasury Bills^^:

0.998% due 10/05/17
   $ 15,000,000    $ 14,999,075
1.075% due 10/12/17†
   39,000,000    38,989,817
0.992% due 10/26/17
   9,000,000    8,994,390
1.079% due 11/09/17†
   25,000,000    24,974,667
0.962% due 11/30/17†
   17,000,000    16,972,557
1.001% due 01/11/18
   9,000,000    8,974,624
1.040% due 02/01/18
   24,000,000    23,913,787


Total short-term U.S. government and agency obligations
(cost $137,812,663)
      $ 137,818,917

~~Foreign Currency Forward Contracts^~~

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

Yen with Goldman Sachs International
   10/06/17    571,833,200 $ 5,082,606 $ (229,963 )
Yen with UBS AG
   10/06/17    2,539,647,800 22,573,065 (340,178 )


      $ (570,141 )


Contracts to Sell

Yen with Goldman Sachs International
   10/06/17    (17,548,070,400 ) $ (155,971,917 ) $ 4,818,307
Yen with UBS AG
   10/06/17    (18,981,034,100 ) (168,708,480 ) 4,998,713


      $ 9,817,020

†	~~All or partial amount pledged as collateral for foreign currency forward contracts.~~

^	The positions and counterparties herein are as of September 30, 2017. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	~~Rates shown represents discount rate at the time of purchase.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT YEN~~

~~STATEMENTS OF OPERATIONS~~

~~(unaudited)~~

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 389,160 $ 155,603 $ 1,072,691 $ 328,442


Expenses

Management fee
   376,339 563,817 1,468,775 1,462,231


Total expenses
   376,339 563,817 1,468,775 1,462,231


Net investment income (loss)
   12,821 (408,214 ) (396,084 ) (1,133,789 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts
   (1,067,853 ) (33,476,385 ) (17,529,013 ) (86,173,771 )
Short-term U.S. government and agency obligations
   (1,081 ) (44 ) (3,903 ) (5,838 )


Net realized gain (loss)
   (1,068,934 ) (33,476,429 ) (17,532,916 ) (86,179,609 )


Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts
   (83,509 ) 23,071,090 (7,498,058 ) 14,006,768
Short-term U.S. government and agency obligations
   3,577 14,852 7,076 39,443


Change in net unrealized appreciation/depreciation
   (79,932 ) 23,085,942 (7,490,982 ) 14,046,211


Net realized and unrealized gain (loss)
   (1,148,866 ) (10,390,487 ) (25,023,898 ) (72,133,398 )


Net income (loss)
   $ (1,136,045 ) $ (10,798,701 ) $ (25,419,982 ) $ (73,267,187 )

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT YEN~~

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

~~(unaudited)~~

Shareholders’ equity, at December 31, 2016
   $ 276,781,747
Addition of 900,000 shares
   69,116,080
Redemption of 2,350,000 shares
   (172,018,744 )


Net addition (redemption) of (1,450,000) shares
   (102,902,664 )


Net investment income (loss)
   (396,084 )
Net realized gain (loss)
   (17,532,916 )
Change in net unrealized appreciation/depreciation
   (7,490,982 )


Net income (loss)
   (25,419,982 )


Shareholders’ equity, at September 30, 2017
   $ 148,459,101

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT YEN~~

~~STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ (25,419,982 ) $ (73,267,187 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for foreign currency forward contracts
   —   (1,274,000 )
Purchases of short-term U.S. government and agency obligations
   (919,771,798 ) (627,277,970 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   1,040,131,058 625,696,408
Net amortization and accretion on short-term U.S government and agency obligations
   (1,072,691 ) (328,442 )
Net realized gain (loss) on investments
   3,903 5,838
Change in unrealized appreciation/depreciation on investments
   7,490,982 (14,046,211 )
Increase (Decrease) in payable to Sponsor
   (119,571 ) (12,929 )


Net cash provided by (used in) operating activities
   101,241,901 (90,504,493 )


Cash flow from financing activities

Proceeds from addition of shares
   69,116,080 136,071,321
Payment on shares redeemed
   (172,018,744 ) (45,072,219 )


Net cash provided by (used in) financing activities
   (102,902,664 ) 90,999,102


Net increase (decrease) in cash
   (1,660,763 ) 494,609
Cash, beginning of period
   3,166,988 276,968


Cash, end of period
   $ 1,506,225 $ 771,577

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA BLOOMBERG CRUDE OIL~~

~~STATEMENTS OF FINANCIAL CONDITION~~

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 3,555,077    $ 1,401,555
Segregated cash balances with brokers for futures contracts
   15,457,200    20,609,600
Short-term U.S. government and agency obligations (Note 3)
(cost $562,320,399 and $885,046,303, respectively)
   562,359,737    885,050,007
Unrealized appreciation on swap agreements
   40,796,900    55,358,571
Receivable on open futures contracts
   503,050    —




Total assets
   622,671,964    962,419,733




Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed
   —      25,879,004
Payable on open futures contracts
   —      1,993,438
Brokerage commissions and fees payable
   —      2,332
Payable to Sponsor
   529,199    813,099




Total liabilities
   529,199    28,687,873




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   622,142,765    933,731,860




Total liabilities and shareholders’ equity
   $ 622,671,964    $ 962,419,733




Shares outstanding
   34,761,317    40,013,933




Net asset value per share
   $ 17.90    $ 23.34




Market value per share (Note 2)
   $ 17.82    $ 23.36

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA BLOOMBERG CRUDE OIL~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(unaudited)~~

   Principal Amount    Value
Short-term U.S. government and agency obligations
(90% of shareholders’ equity)

U.S. Treasury Bills^^:

1.053% due 10/05/17
   $ 43,000,000    $ 42,997,347
1.089% due 10/12/17
   50,000,000    49,986,945
1.077% due 10/19/17†
   78,000,000    77,966,117
1.055% due 10/26/17†
   92,000,000    91,942,656
1.062% due 11/02/17†
   45,000,000    44,962,992
1.077% due 11/09/17†
   52,000,000    51,947,309
0.977% due 11/16/17†
   27,000,000    26,967,770
0.982% due 11/30/17†
   49,000,000    48,920,899
0.970% due 12/07/17†
   11,000,000    10,980,136
0.987% due 12/14/17†
   22,000,000    21,957,173
1.002% due 01/04/18
   40,000,000    39,893,468
1.001% due 01/11/18
   40,000,000    39,887,216
1.040% due 02/01/18
   14,000,000    13,949,709


Total short-term U.S. government and agency obligations
(cost $562,320,399)
      $ 562,359,737

~~Futures Contracts Purchased~~

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
WTI Crude Oil—NYMEX, expires November 2017
   5,855    $ 302,527,850    $ 13,817,653

~~Swap Agreements^~~

   Rate Paid
(Received)* Termination Date    Notional Amount
at Value**    Unrealized
Appreciation
(Depreciation)
Swap agreement with Citibank, N.A. based on Bloomberg Crude OilSub-Index
   0.18 % 10/05/17    $ 332,458,695    $ 13,855,515
Swap agreement with Goldman Sachs International based on Bloomberg Crude OilSub-Index
   0.25 10/05/17    242,703,814    11,965,958
Swap agreement with Societe Generale based on Bloomberg Crude OilSub-Index
   0.25 10/05/17    115,090,880    4,548,744
Swap agreement with UBS AG based on Bloomberg Crude OilSub-Index
   0.25 10/05/17    251,436,908    10,426,683


         $ 40,796,900

†	~~All or partial amount pledged as collateral for swap agreements and/or futures contracts.~~

^	The positions and counterparties herein are as of September 30, 2017. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	~~Rates shown represents discount rate at the time of purchase.~~

*	~~Reflects the floating financing rate, as of September 30, 2017,~~March 31, 2019, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	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.

PROSHARES ULTRA ~~BLOOMBERG CRUDE OIL~~GOLD

STATEMENTS OF OPERATIONS

(unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 1,819,809 $ 547,630 $ 4,436,888 $ 1,497,225


Expenses

Management fee
   1,798,486 2,118,318 5,773,725 6,031,448
Brokerage commissions and fees
   40,850 112,742 147,117 443,936


Total expenses
   1,839,336 2,231,060 5,920,842 6,475,384


Net investment income (loss)
   (19,527 ) (1,683,430 ) (1,483,954 ) (4,978,159 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   21,413,080 (51,064,247 ) (13,550,928 ) (14,115,761 )
Swap agreements
   24,084,165 (195,154,381 ) (109,960,912 ) (118,756,695 )
Short-term U.S. government and agency obligations
   (8,752 ) 2,107 (15,001 ) (13,583 )


Net realized gain (loss)
   45,488,493 (246,216,521 ) (123,526,841 ) (132,886,039 )


Change in net unrealized appreciation/depreciation on

Futures contracts
   13,270,788 41,481,937 8,280,488 47,317,605
Swap agreements
   99,552,339 124,100,958 (14,561,671 ) 142,998,777
Short-term U.S. government and agency obligations
   6,372 8,186 35,634 34,191


Change in net unrealized appreciation/depreciation
   112,829,499 165,591,081 (6,245,549 ) 190,350,573


Net realized and unrealized gain (loss)
   158,317,992 (80,625,440 ) (129,772,390 ) 57,464,534


Net income (loss)
   $ 158,298,465 $ (82,308,870 ) $ (131,256,344 ) $ 52,486,375


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	415,585		$	312,544

Expenses
Management fee		201,578			225,014
Brokerage commissions		1,221			19

Total expenses		202,799			225,033

Net investment income (loss)		212,786			87,511

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(7,753	)		7,360
Swap agreements		(690,265	)		—
Forward agreements		4,790,603			8,647,915
Short-term U.S. government and agency obligations		—			(172	)

Net realized gain (loss)		4,092,585			8,655,103

Change in net unrealized appreciation/depreciation on
Futures contracts		(278,031	)		(5,920	)
Swap agreements		719,893			—
Forward agreements		(4,253,301	)		(5,014,772	)
Short-term U.S. government and agency obligations		(1,320	)		13,205

Change in net unrealized appreciation/depreciation		(3,812,759	)		(5,007,487	)

Net realized and unrealized gain (loss)		279,826			3,647,616

Net income (loss)	$	492,612		$	3,735,127

See accompanying notes to financial statements.

PROSHARES ULTRA ~~BLOOMBERG CRUDE OIL~~GOLD

~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

(unaudited)

Shareholders’ equity, at December 31, 2016
   $ 933,731,860
Addition of 65,600,000 shares
   1,105,174,037
Redemption of 70,852,616 shares
   (1,285,506,788 )


Net addition (redemption) of (5,252,616) shares
   (180,332,751 )


Net investment income (loss)
   (1,483,954 )
Net realized gain (loss)
   (123,526,841 )
Change in net unrealized appreciation/depreciation
   (6,245,549 )


Net income (loss)
   (131,256,344 )


Shareholders’ equity, at September 30, 2017
   $ 622,142,765


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	83,523,294		$	93,708,748

Addition of 50,000 and 200,000 shares, respectively		1,888,747			8,385,392
Redemption of 350,000 and 250,000 shares, respectively		(13,127,351	)		(10,527,224	)

Net addition (redemption) of (300,000) and (50,000) shares, respectively		(11,238,604	)		(2,141,832	)

Net investment income (loss)		212,786			87,511
Net realized gain (loss)		4,092,585			8,655,103
Change in net unrealized appreciation/depreciation		(3,812,759	)		(5,007,487	)

Net income (loss)		492,612			3,735,127

Shareholders’ equity, end of period	$	72,777,302		$	95,302,043

See accompanying notes to financial statements.

PROSHARES ULTRA ~~BLOOMBERG CRUDE OIL~~GOLD

STATEMENTS OF CASH FLOWS

(unaudited)

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ (131,256,344 ) $ 52,486,375
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
   5,152,400 20,951,260
Decrease (Increase) in segregated cash balances with brokers for swap agreements
   —   (26,365,000 )
Purchases of short-term U.S. government and agency obligations
   (3,682,731,284 ) (2,817,353,950 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   4,009,879,074 2,735,827,019
Net amortization and accretion on short-term U.S government and agency obligations
   (4,436,887 ) (1,497,225 )
Net realized gain (loss) on investments
   15,001 13,583
Change in unrealized appreciation/depreciation on investments
   14,526,037 (143,032,968 )
Decrease (Increase) in receivable on futures contracts
   (503,050 ) 1,997,369
Decrease (Increase) in receivable for investments sold
   —   (17,625,333 )
Increase (Decrease) in payable to Sponsor
   (283,900 ) 59,439
Increase (Decrease) in brokerage commissions and fees payable
   (2,332 ) (14,848 )
Increase (Decrease) in payable on futures contracts
   (1,993,438 ) —


Net cash provided by (used in) operating activities
   208,365,277 (194,554,279 )


Cash flow from financing activities

Proceeds from addition of shares
   1,105,174,037 879,143,549
Payment on shares redeemed
   (1,311,385,792 ) (683,302,233 )


Net cash provided by (used in) financing activities
   (206,211,755 ) 195,841,316


Net increase (decrease) in cash
   2,153,522 1,287,037
Cash, beginning of period
   1,401,555 4,008,379


Cash, end of period
   $ 3,555,077 $ 5,295,416


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	492,612		$	3,735,127
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		(573,114,482	)		(693,597,668	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		565,450,000			687,998,513
Net amortization and accretion on short-term U.S. government and agency obligations		(355,399	)		(312,523	)
Net realized gain (loss) on investments		—			172
Change in unrealized appreciation/depreciation on investments		3,534,728			5,001,567
Decrease (Increase) in receivable on futures contracts		(54,498	)		2,420
Decrease (Increase) in interest receivable		(10,793	)		—
Increase (Decrease) in payable to Sponsor		1,794			5,557
Increase (Decrease) in payable on futures contracts		(7,990	)		540

Net cash provided by (used in) operating activities		(4,064,028	)		2,833,705

Cash flow from financing activities
Proceeds from addition of shares		1,888,747			8,385,392
Payment on shares redeemed		(9,375,620	)		(10,527,224	)

Net cash provided by (used in) financing activities		(7,486,873	)		(2,141,832	)

Net increase (decrease) in cash		(11,550,901	)		691,873
Cash, beginning of period		41,098,043			1,245,903

Cash, end of period	$	29,547,142		$	1,937,776

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

PROSHARES ULTRAPRO 3X CRUDE OIL ETF*

~~STATEMENT~~STATEMENTS OF FINANCIAL CONDITION

   September 30, 2017
(unaudited)
Assets

Cash
   $ 6,451,760
Segregated cash balances with brokers for futures contracts
   1,161,600
Receivable on open futures contracts
   42,870
Offering costs (Note 5)
   71,150
Limitation by Sponsor
   2,484


Total assets
   7,729,864


Liabilities and shareholders’ equity

Liabilities

Payable for offering costs
   148,400


Total liabilities
   148,400


Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   7,581,464


Total liabilities and shareholders’ equity
   $ 7,729,864


Shares outstanding
   300,008


Net asset value per share
   $ 25.27


Market value per share (Note 2)
   $ 25.09

*	~~Since the Fund’s inception date was January 13, 2017, the Statement of Financial Condition as of December 31, 2016 has not been provided. See Note 1.~~


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $103,900,543 and $123,793,893, respectively)	$	103,899,800	$	123,795,806
Cash		39,259,753		29,951,685
Segregated cash balances with brokers for futures contracts		888,690		521,057
Segregated cash balances with brokers for forward agreements		—		21,435,000
Segregated cash balances with brokers for swap agreements		31,942,894		—
Unrealized appreciation on swap agreements		412,579		—
Unrealized appreciation on forward agreements		—		26,301,717
Receivable on open futures contracts		173,990		—
Interest receivable		44,236		16,306

Total assets		176,621,942		202,021,571

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		4,904,495		—
Payable on open futures contracts		—		47,576
Payable to Sponsor		145,876		149,619

Total liabilities		5,050,371		197,195

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		171,571,571		201,824,376

Total liabilities and shareholders’ equity	$	176,621,942	$	202,021,571

Shares outstanding		6,996,526		7,646,526

Net asset value per share	$	24.52	$	26.39

Market value per share (Note 2)	$	24.48	$	26.37

See accompanying notes to financial statements.

PROSHARES ~~ULTRAPRO 3X CRUDE OIL ETF~~ULTRA SILVER

SCHEDULE OF INVESTMENTS

~~SEPTEMBER 30, 2017~~

~~(unaudited)~~

~~Futures Contracts Purchased~~

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
WTI Crude Oil—NYMEX, expires November 2017
   440    $ 22,734,800    $ 1,272,779

~~See accompanying notes to financial statements.~~

PROSHARES ULTRAPRO 3X CRUDE OIL ETF*

~~STATEMENTS OF OPERATIONS~~MARCH 31, 2019

(unaudited)

   Three Months Ended
September 30, 2017 January 13, 2017
(Inception) through
September 30, 2017
Investment Income

Expenses

Brokerage commissions and fees
   $ 13,100 $ 24,374
Offering costs
   37,405 77,250
Limitation by Sponsor
   —   (2,484 )
Reduction in Limitation by Sponsor
   5,818 —


Total expenses
   56,323 99,140


Net investment income (loss)
   (56,323 ) (99,140 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   4,971,742 3,137,907


Net realized gain (loss)
   4,971,742 3,137,907


Change in net unrealized appreciation/depreciation on

Futures contracts
   694,326 1,272,779


Change in net unrealized appreciation/depreciation
   694,326 1,272,779


Net realized and unrealized gain (loss)
   5,666,068 4,410,686


Net income (loss)
   $ 5,609,745 $ 4,311,546


	Principal Amount		Value
Short-term U.S. government and agency obligations
(61% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.375% due 04/01/19	$	10,000,000	$	9,999,330
U.S. Treasury Bills^{^^}:
2.487% due 04/11/19^†		79,000,000		78,946,896
2.415% due 05/09/19^†		5,000,000		4,987,518
2.490% due 05/23/19		10,000,000		9,966,056

Total short-term U.S. government and agency obligations (cost $103,900,543)			$	103,899,800

*	~~Since the Fund’s inception date was January 13, 2017, the Statements of Operations for the three and nine months ended September 30, 2016 have not been provided. See Note 1.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRAPRO 3X CRUDE OIL ETF~~

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~

~~FOR THE PERIOD FROM JANUARY 13, 2017 (INCEPTION) TO SEPTEMBER 30, 2017~~

~~(unaudited)~~

Shareholders’ equity, at January 13, 2017 (Inception)
   $ —
Addition of 1,400,008 shares
   29,606,619
Redemption of 1,100,000 shares
   (26,336,701 )


Net addition (redemption) of 300,008 shares
   3,269,918


Net investment income (loss)
   (99,140 )
Net realized gain (loss)
   3,137,907
Change in net unrealized appreciation/depreciation
   1,272,779


Net income (loss)
   4,311,546


Shareholders’ equity, at September 30, 2017
   $ 7,581,464

~~See accompanying notes to financial statements.~~

PROSHARES ULTRAPRO 3X CRUDE OIL ETF*

~~STATEMENT OF CASH FLOWS~~

~~(unaudited)~~

   January 13, 2017
(Inception) through
September 30, 2017
Cash flow from operating activities

Net income (loss)
   $ 4,311,546
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
   (1,161,600 )
Decrease (Increase) in receivable on futures contracts
   (42,870 )
Decrease (Increase) in Limitation by Sponsor
   (2,484 )
Change in offering cost
   (71,150 )
Increase (Decrease) in payable for offering costs
   148,400


Net cash provided by (used in) operating activities
   3,181,842


Cash flow from financing activities

Proceeds from addition of shares
   29,606,619
Payment on shares redeemed
   (26,336,701 )


Net cash provided by (used in) financing activities
   3,269,918


Net increase (decrease) in cash
   6,451,760
Cash, beginning of period
   —


Cash, end of period
   $ 6,451,760

*	~~Since the Fund’s inception date was January 13, 2017, the Statement of Cash Flows for the nine months ended September 30, 2016 has not been provided. See Note 1.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA BLOOMBERG NATURAL GAS~~

~~STATEMENTS OF FINANCIAL CONDITION~~

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 1,771,889    $ 971,442
Segregated cash balances with brokers for futures contracts
   6,724,079    7,612,770
Short-term U.S. government and agency obligations (Note 3)
(cost $42,918,384 and $36,183,384, respectively)
   42,919,932    36,183,648




Total assets
   51,415,900    44,767,860




Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts
   319,094    1,528,005
Brokerage commissions and fees payable
   —      433
Payable to Sponsor
   37,189    36,036




Total liabilities
   356,283    1,564,474




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   51,059,617    43,203,386




Total liabilities and shareholders’ equity
   $ 51,415,900    $ 44,767,860




Shares outstanding
   5,842,169    2,292,169




Net asset value per share
   $ 8.74    $ 18.85




Market value per share (Note 2)
   $ 8.80    $ 18.96

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA BLOOMBERG NATURAL GAS~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(unaudited)~~

   Principal Amount    Value
Short-term U.S. government and agency obligations
(84% of shareholders’ equity)

U.S. Treasury Bills^^:

1.108% due 10/12/17
   $ 2,000,000    $ 1,999,478
1.013% due 10/19/17
   3,000,000    2,998,697
0.992% due 10/26/17
   7,000,000    6,995,637
1.013% due 11/02/17
   5,000,000    4,995,888
1.023% due 11/09/17
   2,000,000    1,997,973
0.987% due 12/14/17
   7,000,000    6,986,373
1.001% due 01/11/18
   9,000,000    8,974,624
1.040% due 02/01/18
   8,000,000    7,971,262


Total short-term U.S. government and agency obligations
(cost $42,918,384)
      $ 42,919,932

~~Futures Contracts Purchased~~

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
Natural Gas—NYMEX, expires November 2017
   3,396    $ 102,117,720    $ (971,690 )

^^	~~Rates shown represents discount rate at the time of the purchase.~~

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA BLOOMBERG NATURAL GAS~~

~~STATEMENTS OF OPERATIONS~~

~~(unaudited)~~

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 93,039 $ 18,114 $ 199,874 $ 45,257


Expenses

Management fee
   110,894 85,894 318,839 229,760
Brokerage commissions and fees
   24,919 25,652 71,984 98,016


Total expenses
   135,813 111,546 390,823 327,776


Net investment income (loss)
   (42,774 ) (93,432 ) (190,949 ) (282,519 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   (2,014,548 ) 1,964,411 (21,040,313 ) 6,591,697
Short-term U.S. government and agency obligations
   (454 ) 264 (1,126 ) (405 )


Net realized gain (loss)
   (2,015,002 ) 1,964,675 (21,041,439 ) 6,591,292


Change in net unrealized appreciation/depreciation on

Futures contracts
   (1,078,511 ) (8,409,834 ) (3,508,410 ) (7,752,693 )
Short-term U.S. government and agency obligations
   1,692 2,064 1,284 1,913


Change in net unrealized appreciation/depreciation
   (1,076,819 ) (8,407,770 ) (3,507,126 ) (7,750,780 )


Net realized and unrealized gain (loss)
   (3,091,821 ) (6,443,095 ) (24,548,565 ) (1,159,488 )


Net income (loss)
   $ (3,134,595 ) $ (6,536,527 ) $ (24,739,514 ) $ (1,442,007 )

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA BLOOMBERG NATURAL GAS~~

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

~~(unaudited)~~

Shareholders’ equity, at December 31, 2016
   $ 43,203,386
Addition of 6,600,000 shares
   66,608,730
Redemption of 3,050,000 shares
   (34,012,985 )


Net addition (redemption) of 3,550,000 shares
   32,595,745


Net investment income (loss)
   (190,949 )
Net realized gain (loss)
   (21,041,439 )
Change in net unrealized appreciation/depreciation
   (3,507,126 )


Net income (loss)
   (24,739,514 )


Shareholders’ equity, at September 30, 2017
   $ 51,059,617

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA BLOOMBERG NATURAL GAS~~

~~STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ (24,739,514 ) $ (1,442,007 )
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
   888,691 1,947,056
Purchases of short-term U.S. government and agency obligations
   (172,712,634 ) (89,354,690 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   166,176,382 90,362,175
Net amortization and accretion on short-term U.S government and agency obligations
   (199,874 ) (45,257 )
Net realized gain (loss) on investments
   1,126 405
Change in unrealized appreciation/depreciation on investments
   (1,284 ) (1,913 )
Decrease (Increase) in receivable on futures contracts
   —   3,065,769
Increase (Decrease) in payable to Sponsor
   1,153 3,356
Increase (Decrease) in brokerage commissions and fees payable
   (433 ) (1,236 )
Increase (Decrease) in payable on futures contracts
   (1,208,911 ) 1,073,868


Net cash provided by (used in) operating activities
   (31,795,298 ) 5,607,526


Cash flow from financing activities

Proceeds from addition of shares
   66,608,730 24,550,026
Payment on shares redeemed
   (34,012,985 ) (30,208,996 )


Net cash provided by (used in) financing activities
   32,595,745 (5,658,970 )


Net increase (decrease) in cash
   800,447 (51,444 )
Cash, beginning of period
   971,442 1,411,137


Cash, end of period
   $ 1,771,889 $ 1,359,693

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA GOLD~~

~~STATEMENTS OF FINANCIAL CONDITION~~

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 188,166    $ 1,262,351
Segregated cash balances with brokers for futures contracts
   10,780    13,200
Short-term U.S. government and agency obligations (Note 3)
(cost $101,893,747 and $95,356,703, respectively)
   101,900,580    95,356,621




Total assets
   102,099,526    96,632,172




Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed
   3,980,452    —
Payable on open futures contracts
   780    1,280
Payable to Sponsor
   76,924    72,585
Unrealized depreciation on forward agreements
   8,453,427    4,431,107




Total liabilities
   12,511,583    4,504,972




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   89,587,943    92,127,200




Total liabilities and shareholders’ equity
   $ 102,099,526    $ 96,632,172




Shares outstanding
   2,250,000    2,800,000




Net asset value per share
   $ 39.82    $ 32.90




Market value per share (Note 2)
   $ 39.60    $ 33.20

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRA GOLD~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(unaudited)~~

   Principal Amount    Value
Short-term U.S. government and agency obligations
(114% of shareholders’ equity)

U.S. Treasury Bills^^:

1.018% due 10/05/17
   $ 16,000,000    $ 15,999,013
1.046% due 10/12/17†
   30,000,000    29,992,167
1.013% due 10/19/17†
   12,000,000    11,994,787
1.079% due 11/09/17†
   10,000,000    9,989,867
1.023% due 12/07/17†
   10,000,000    9,981,942
0.987% due 12/14/17†
   12,000,000    11,976,639
1.001% due 01/11/18
   12,000,000    11,966,165


Total short-term U.S. government and agency obligations
(cost $101,893,747)
      $ 101,900,580

~~Futures Contracts Purchased~~

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
Gold Futures—COMEX, expires December 2017
   2    $ 256,960    $ 9,520

~~Forward Agreements^~~

   Rate Paid
(Received)* Settlement
Date    Commitment to
(Deliver)/Receive    Notional Amount
at Value**    Unrealized
Appreciation
(Depreciation)
Forward agreements with Citibank, N.A. based on 0.995 Fine Troy Ounce Gold
   1.80 % 10/05/17    $ 44,400    $ 56,984,292    $ (2,994,458 )
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold
   1.91 10/05/17    38,120    48,923,589    (2,118,074 )
Forward agreements with Societe Generale based on 0.995 Fine Troy Ounce Gold
   1.91 10/05/17    18,000    23,101,380    (1,015,643 )
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold
   1.85 10/05/17    38,900    49,924,649    (2,325,252 )


            $ (8,453,427 )


Futures Contracts Purchased

				Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Silver Futures - COMEX, expires May 2019					254	$	19,189,700	$	(657,796	)

Total Return Swap Agreements^{^}

	Rate Paid (Received)^*			Termination Date		Notional Amount at Value^**		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Silver Subindex		0.25	%		04/08/19	$	110,150,652	$	60,451
Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex		0.30			04/08/19		102,094,328		165,212
Swap agreement with UBS AG based on Bloomberg Silver Subindex		0.25			04/08/19		111,622,760		186,916

Total Unrealized Appreciation								$	412,579

†	All or partial amount pledged as collateral for ~~forward agreements and/or futures contracts.~~swap agreements.

^	The positions and counterparties herein are as of ~~September 30, 2017.~~March 31, 2019. The ~~Funds~~Fund continually ~~evaluate~~evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown ~~represents~~represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of ~~September 30, 2017~~March 31, 2019, on the notional amount of the ~~forward~~swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

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

See accompanying notes to financial statements.

PROSHARES ULTRA ~~GOLD~~SILVER

STATEMENTS OF OPERATIONS

(unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 231,647 $ 72,710 $ 531,782 $ 178,730


Expenses

Management fee
   224,583 245,192 692,340 665,265
Brokerage commissions and fees
   10 8 39 33


Total expenses
   224,593 245,200 692,379 665,298


Net investment income (loss)
   7,054 (172,490 ) (160,597 ) (486,568 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   600 7,280 (5,221 ) 45,880
Forward agreements
   5,462,318 12,622,611 23,367,970 33,658,090
Short-term U.S. government and agency obligations
   (61 ) 193 487 296


Net realized gain (loss)
   5,462,857 12,630,084 23,363,236 33,704,266


Change in net unrealized appreciation/depreciation on

Futures contracts
   6,520 (9,380 ) 28,480 3,400
Forward agreements
   (555,941 ) (13,407,534 ) (4,022,320 ) (207,534 )
Short-term U.S. government and agency obligations
   3,100 (6,051 ) 6,915 (4,093 )


Change in net unrealized appreciation/depreciation
   (546,321 ) (13,422,965 ) (3,986,925 ) (208,227 )


Net realized and unrealized gain (loss)
   4,916,536 (792,881 ) 19,376,311 33,496,039


Net income (loss)
   $ 4,923,590 $ (965,371 ) $ 19,215,714 $ 33,009,471


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	904,454		$	773,864

Expenses
Management fee		454,275			559,446
Brokerage commissions		4,617			10
Brokerage fees		3			—

Total expenses		458,895			559,456

Net investment income (loss)		445,559			214,408

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(255,114	)		(4,050	)
Swap agreements		(18,809,469	)		—
Forward agreements		32,366,374			12,805,793
Short-term U.S. government and agency obligations		131			(372	)

Net realized gain (loss)		13,301,922			12,801,371

Change in net unrealized appreciation/depreciation on
Futures contracts		(998,532	)		(5,570	)
Swap agreements		412,579			—
Forward agreements		(26,301,717	)		(31,844,482	)
Short-term U.S. government and agency obligations		(2,656	)		33,002

Change in net unrealized appreciation/depreciation		(26,890,326	)		(31,817,050	)

Net realized and unrealized gain (loss)		(13,588,404	)		(19,015,679	)

Net income (loss)	$	(13,142,845	)	$	(18,801,271	)

See accompanying notes to financial statements.

PROSHARES ULTRA ~~GOLD~~SILVER

~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

(unaudited)

Shareholders’ equity, at December 31, 2016
   $ 92,127,200
Addition of 400,000 shares
   14,435,007
Redemption of 950,000 shares
   (36,189,978 )


Net addition (redemption) of (550,000) shares
   (21,754,971 )


Net investment income (loss)
   (160,597 )
Net realized gain (loss)
   23,363,236
Change in net unrealized appreciation/depreciation
   (3,986,925 )


Net income (loss)
   19,215,714


Shareholders’ equity, at September 30, 2017
   $ 89,587,943


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	201,824,376		$	258,244,696

Addition of 400,000 and 100,000 shares, respectively		10,636,282			3,076,883
Redemption of 1,050,000 and 600,000 shares, respectively		(27,746,242	)		(20,657,027	)

Net addition (redemption) of (650,000) and (500,000) shares, respectively		(17,109,960	)		(17,580,144	)

Net investment income (loss)		445,559			214,408
Net realized gain (loss)		13,301,922			12,801,371
Change in net unrealized appreciation/depreciation		(26,890,326	)		(31,817,050	)

Net income (loss)		(13,142,845	)		(18,801,271	)

Shareholders’ equity, end of period	$	171,571,571		$	221,863,281

See accompanying notes to financial statements.

PROSHARES ULTRA ~~GOLD~~SILVER

STATEMENTS OF CASH FLOWS

(unaudited)

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ 19,215,714 $ 33,009,471
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
   2,420 (3,630 )
Decrease (Increase) in segregated cash balances with brokers for forward agreements
   —   (394,000 )
Purchases of short-term U.S. government and agency obligations
   (364,397,565 ) (268,415,817 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   358,392,755 238,529,754
Net amortization and accretion on short-term U.S government and agency obligations
   (531,747 ) (178,730 )
Net realized gain (loss) on investments
   (487 ) (296 )
Change in unrealized appreciation/depreciation on investments
   4,015,405 211,627
Decrease (Increase) in receivable on futures contracts
   —   80
Increase (Decrease) in payable to Sponsor
   4,339 21,293
Increase (Decrease) in payable on futures contracts
   (500 ) 1,780


Net cash provided by (used in) operating activities
   16,700,334 2,781,532


Cash flow from financing activities

Proceeds from addition of shares
   14,435,007 6,445,287
Payment on shares redeemed
   (32,209,526 ) (9,370,304 )


Net cash provided by (used in) financing activities
   (17,774,519 ) (2,925,017 )


Net increase (decrease) in cash
   (1,074,185 ) (143,485 )
Cash, beginning of period
   1,262,351 251,524


Cash, end of period
   $ 188,166 $ 108,039


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(13,142,845	)	$	(18,801,271	)
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		(874,413,274	)		(1,051,230,256	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		895,129,481			1,059,996,262
Net amortization and accretion on short-term U.S. government and agency obligations		(822,726	)		(773,842	)
Net realized gain (loss) on investments		(131	)		372
Change in unrealized appreciation/depreciation on investments		25,891,794			31,811,480
Decrease (Increase) in receivable on futures contracts		(173,990	)		2,070
Decrease (Increase) in interest receivable		(27,930	)		—
Increase (Decrease) in payable to Sponsor		(3,743	)		(4,495	)
Increase (Decrease) in payable on futures contracts		(47,576	)		—

Net cash provided by (used in) operating activities		32,389,060			21,000,320

Cash flow from financing activities
Proceeds from addition of shares		10,636,282			3,076,883
Payment on shares redeemed		(22,841,747	)		(24,011,878	)

Net cash provided by (used in) financing activities		(12,205,465	)		(20,934,995	)

Net increase (decrease) in cash		20,183,595			65,325
Cash, beginning of period		51,907,742			4,466,934

Cash, end of period	$	72,091,337		$	4,532,259

See accompanying notes to financial statements.

PROSHARES ULTRA ~~SILVER~~VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 2,616,377    $ 1,664,601
Segregated cash balances with brokers for futures contracts
   12,980    14,300
Short-term U.S. government and agency obligations (Note 3)
(cost $270,613,725 and $295,296,440, respectively)
   270,629,525    295,300,799




Total assets
   273,258,882    296,979,700




Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts
   2,070    2,290
Payable to Sponsor
   207,828    221,281
Unrealized depreciation on forward agreements
   28,243,802    20,976,189




Total liabilities
   28,453,700    21,199,760




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   244,805,182    275,779,940




Total liabilities and shareholders’ equity
   $ 273,258,882    $ 296,979,700




Shares outstanding
   7,196,526    8,246,526




Net asset value per share
   $ 34.02    $ 33.44




Market value per share (Note 2)
   $ 33.15    $ 32.09


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $120,000,000 and $–, respectively)	$	119,991,960	$	—
Cash		70,547,228		104,967,557
Segregated cash balances with brokers for futures contracts		335,727,998		70,020,038
Segregated cash balances with brokers for swap agreements		13,499,000		27,933,000
Unrealized appreciation on swap agreements		134,463		—
Receivable from capital shares sold		—		8,149,949
Receivable on open futures contracts		19,534,014		11,407,017
Interest receivable		254,792		106,307

Total assets		559,689,455		222,583,868

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		11,991,407		6,745,146
Payable to Sponsor		427,294		202,902
Unrealized depreciation on swap agreements		—		1,330,949
Non-recurring fees and expenses payable		27,508		— ��

Total liabilities		12,446,209		8,278,997

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		547,243,246		214,304,871

Total liabilities and shareholders’ equity	$	559,689,455	$	222,583,868

Shares outstanding		14,030,912		2,630,912

Net asset value per share	$	39.00	$	81.46

Market value per share (Note 2)	$	38.90	$	81.73

See accompanying notes to financial statements.

PROSHARES ULTRA ~~SILVER~~VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

~~SEPTEMBER 30, 2017~~MARCH 31, 2019

(unaudited)

   Principal Amount    Value
Short-term U.S. government and agency obligations
(111% of shareholders’ equity)

U.S. Treasury Bills^^:

1.015% due 10/05/17
   $ 23,000,000    $ 22,998,581
1.056% due 10/12/17†
   31,000,000    30,991,906
1.013% due 10/19/17†
   20,000,000    19,991,312
1.036% due 10/26/17†
   26,000,000    25,983,794
1.076% due 11/02/17†
   11,000,000    10,990,954
1.079% due 11/09/17†
   13,000,000    12,986,827
0.977% due 11/16/17†
   7,000,000    6,991,644
0.962% due 11/30/17†
   12,000,000    11,980,629
1.004% due 12/07/17†
   40,000,000    39,927,768
0.987% due 12/14/17†
   50,000,000    49,902,665
1.002% due 01/04/18
   9,000,000    8,976,030
1.001% due 01/11/18
   15,000,000    14,957,706
1.040% due 02/01/18
   14,000,000    13,949,709


Total short-term U.S. government and agency obligations
(cost $270,613,725)
      $ 270,629,525

~~Futures Contracts Purchased~~


	Principal Amount		Value
Short-term U.S. government and agency obligations
(22% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.331% due 04/01/19	$	120,000,000	$	119,991,960

Total short-term U.S. government and agency obligations (cost $120,000,000)			$	119,991,960

   Number of
Contracts    Notional Amount
at Value    Unrealized
Appreciation
(Depreciation)
Silver Futures—COMEX, expires December 2017
   2    $ 166,760    $ (4,940 )

~~Forward Agreements^~~


Futures Contracts Purchased

				Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - CBOE, expires April 2019					28,212	$	429,527,700	$	(4,244,941	)
VIX Futures - CBOE, expires May 2019					21,160		345,437,000		(3,766,449	)

								$	(8,011,390	)


Total Return Swap Agreements^{^}

	Rate Paid (Received)^*			Termination Date		Notional Amount at Value^**		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Goldman Sachs International based on iPath Series B S&P 500 VIX Short-Term Futures ETN iNAV Index		3.34	%		04/24/19	$	45,163,849	$	134,463

Total Unrealized Appreciation								$	134,463

   Rate Paid
(Received)* Settlement Date    Commitment to
(Deliver)/Receive    Notional Amount
at Value**    Unrealized
Appreciation
(Depreciation)
Forward agreements with Citibank, N.A. based on 0.999 Fine Troy Ounce Silver
   1.90 % 10/05/17    $ 9,604,000    $ 161,967,618    $ (9,405,158 )
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver
   2.03 10/05/17    7,795,800    131,471,490    (7,478,422 )
Forward agreements with Societe Generale based on 0.999 Fine Troy Ounce Silver
   2.04 10/05/17    3,784,000    63,815,268    (3,531,263 )
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver
   2.03 10/05/17    7,836,000    132,149,438    (7,828,959 )


            $(28,243,802)

†	~~All or partial amount pledged as collateral for forward agreements and/or futures contracts.~~

^	The positions and counterparties herein are as of ~~September 30, 2017.~~March 31, 2019. The ~~Funds~~Fund continually ~~evaluate~~evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown ~~represents~~represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of ~~September 30, 2017,~~March 31, 2019, on the notional amount of the ~~forward~~swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

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

See accompanying notes to financial statements.

PROSHARES ULTRA ~~SILVER~~VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 612,838 $ 277,478 $ 1,497,007 $ 587,744


Expenses

Management fee
   612,285 978,671 1,971,071 2,300,935
Brokerage commissions and fees
   10 9 49 36


Total expenses
   612,295 978,680 1,971,120 2,300,971


Net investment income (loss)
   543 (701,202 ) (474,113 ) (1,713,227 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   2,157 15,260 (18,669 ) 50,360
Forward agreements
   1,062,113 119,357,106 20,345,685 174,820,159
Short-term U.S. government and agency obligations
   (722 ) 336 (524 ) 2,562


Net realized gain (loss)
   1,063,548 119,372,702 20,326,492 174,873,081


Change in net unrealized appreciation/depreciation on

Futures contracts
   (2,560 ) (10,650 ) 22,420 10,510
Forward agreements
   7,162,153 (88,229,820 ) (7,267,613 ) 9,815,906
Short-term U.S. government and agency obligations
   4,781 4,068 11,441 17,811


Change in net unrealized appreciation/depreciation
   7,164,374 (88,236,402 ) (7,233,752 ) 9,844,227


Net realized and unrealized gain (loss)
   8,227,922 31,136,300 13,092,740 184,717,308


Net income (loss)
   $ 8,228,465 $ 30,435,098 $ 12,618,627 $ 183,004,081


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	1,418,106		$	666,743

Expenses
Management fee		965,532			842,811
Brokerage commissions		575,631			891,428
Brokerage fees		64			—
Non-recurring fees and expenses		27,508			—

Total expenses		1,568,735			1,734,239

Net investment income (loss)		(150,629	)		(1,067,496	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(166,136,201	)		389,536,146
Swap agreements		(29,087,140	)		27,073,634
Short-term U.S. government and agency obligations		—			(9,609	)

Net realized gain (loss)		(195,223,341	)		416,600,171

Change in net unrealized appreciation/depreciation on
Futures contracts		(40,515,355	)		68,649,814
Swap agreements		1,465,412			(1,193,326	)
Short-term U.S. government and agency obligations		(8,040	)		19,895

Change in net unrealized appreciation/depreciation		(39,057,983	)		67,476,383

Net realized and unrealized gain (loss)		(234,281,324	)		484,076,554

Net income (loss)	$	(234,431,953	)	$	483,009,058

See accompanying notes to financial statements.

PROSHARES ULTRA ~~SILVER~~VIX SHORT-TERM FUTURES ETF

~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

(unaudited)

Shareholders’ equity, at December 31, 2016
   $ 275,779,940
Addition of 950,000 shares
   31,641,699
Redemption of 2,000,000 shares
   (75,235,084 )


Net addition (redemption) of (1,050,000) shares
   (43,593,385 )


Net investment income (loss)
   (474,113 )
Net realized gain (loss)
   20,326,492
Change in net unrealized appreciation/depreciation
   (7,233,752 )


Net income (loss)
   12,618,627


Shareholders’ equity, at September 30, 2017
   $ 244,805,182


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	214,304,871		$	394,035,141

Addition of 15,150,000 and 9,570,000 shares, respectively		728,577,548			695,078,742
Redemption of 3,750,000 and 13,790,000 shares, respectively		(161,207,220	)		(1,248,541,641	)

Net addition (redemption) of 11,400,000 and (4,220,000) shares, respectively		567,370,328			(553,462,899	)

Net investment income (loss)		(150,629	)		(1,067,496	)
Net realized gain (loss)		(195,223,341	)		416,600,171
Change in net unrealized appreciation/depreciation		(39,057,983	)		67,476,383

Net income (loss)		(234,431,953	)		483,009,058

Shareholders’ equity, end of period	$	547,243,246		$	323,581,300

See accompanying notes to financial statements.

PROSHARES ULTRA ~~SILVER~~VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ 12,618,627 $ 183,004,081
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
   1,320 5,610
Decrease (Increase) in segregated cash balances with brokers for forward agreements
   —   (2,561,000 )
Purchases of short-term U.S. government and agency obligations
   (1,281,165,030 ) (980,153,795 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   1,307,344,193 837,326,976
Net amortization and accretion on short-term U.S government and agency obligations
   (1,496,972 ) (587,744 )
Net realized gain (loss) on investments
   524 (2,562 )
Change in unrealized appreciation/depreciation on investments
   7,256,172 (9,833,717 )
Decrease (Increase) in receivable on futures contracts
   —   (260 )
Increase (Decrease) in payable to Sponsor
   (13,453 ) 112,343
Increase (Decrease) in payable on futures contracts
   (220 ) (1,875 )


Net cash provided by (used in) operating activities
   44,545,161 27,308,057


Cash flow from financing activities

Proceeds from addition of shares
   31,641,699 55,483,218
Payment on shares redeemed
   (75,235,084 ) (82,652,813 )


Net cash provided by (used in) financing activities
   (43,593,385 ) (27,169,595 )


Net increase (decrease) in cash
   951,776 138,462
Cash, beginning of period
   1,664,601 243,900


Cash, end of period
   $ 2,616,377 $ 382,362


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(234,431,953	)	$	483,009,058
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(3,242,092,928	)		(2,346,460,032	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		3,122,400,000			2,508,653,639
Net amortization and accretion on short-term U.S. government and agency obligations		(307,072	)		(503,253	)
Net realized gain (loss) on investments		—			9,609
Change in unrealized appreciation/depreciation on investments		(1,457,372	)		1,173,431
Decrease (Increase) in receivable on futures contracts		(8,126,997	)		7,129,225
Decrease (Increase) in interest receivable		(148,485	)		—
Increase (Decrease) in payable to Sponsor		224,392			(68,488	)
Increase (Decrease) in payable on futures contracts		5,246,261			11,271,050
Increase (Decrease) in non-recurring fees and expenses payable		27,508			—

Net cash provided by (used in) operating activities		(358,666,646	)		664,214,239

Cash flow from financing activities
Proceeds from addition of shares		736,727,497			695,595,672
Payment on shares redeemed		(161,207,220	)		(1,194,003,827	)

Net cash provided by (used in) financing activities		575,520,277			(498,408,155	)

Net increase (decrease) in cash		216,853,631			165,806,084
Cash, beginning of period		202,920,595			88,750,920

Cash, end of period	$	419,774,226		$	254,557,004

See accompanying notes to financial statements.

PROSHARES ULTRA ~~EURO~~YEN

STATEMENTS OF FINANCIAL CONDITION

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 2,929,230    $ 606,393
Short-term U.S. government and agency obligations (Note 3)
(cost $10,995,458 and $11,891,729, respectively)
   10,995,765    11,891,831
Unrealized appreciation on foreign currency forward contracts
   82,079    2,548




Total assets
   14,007,074    12,500,772




Liabilities and shareholders’ equity

Liabilities

Payable to Sponsor
   10,027    9,629
Unrealized depreciation on foreign currency forward contracts
   291,439    576,558




Total liabilities
   301,466    586,187




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   13,705,608    11,914,585




Total liabilities and shareholders’ equity
   $ 14,007,074    $ 12,500,772




Shares outstanding
   800,000    850,000




Net asset value per share
   $ 17.13    $ 14.02




Market value per share (Note 2)
   $ 17.10    $ 14.09


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Cash	$	5,011,773	$	2,419,531
Segregated cash balances with brokers for foreign currency forward contracts		482,000		307,000
Unrealized appreciation on foreign currency forward contracts		64,772		179,187
Receivable from capital shares sold		—		2,846,576
Interest receivable		9,699		3,941

Total assets		5,568,244		5,756,235

Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		4,476		2,443
Unrealized depreciation on foreign currency forward contracts		258		2,076

Total liabilities		4,734		4,519

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		5,563,510		5,751,716

Total liabilities and shareholders’ equity	$	5,568,244	$	5,756,235

Shares outstanding		99,970		99,970

Net asset value per share	$	55.65	$	57.53

Market value per share (Note 2)	$	55.64	$	57.55

See accompanying notes to financial statements.

PROSHARES ULTRA ~~EURO~~YEN

SCHEDULE OF INVESTMENTS

~~SEPTEMBER 30, 2017~~MARCH 31, 2019

(unaudited)

   Principal Amount    Value
Short-term U.S. government and agency obligations
(80% of shareholders’ equity)

U.S. Treasury Bills^^:

1.025% due 10/12/17†
   $ 6,000,000    $ 5,998,434
1.070% due 10/19/17†
   5,000,000    4,997,331


Total short-term U.S. government and agency obligations
(cost $10,995,458)
      $ 10,995,765

~~Foreign Currency Forward Contracts^~~

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

Euro with Goldman Sachs International
   10/06/17    11,961,025 $ 14,138,996 $ (136,124 )
Euro with UBS AG
   10/06/17    17,574,000 20,774,032 (155,315 )


      $ (291,439 )


Contracts to Sell

Euro with Goldman Sachs International
   10/06/17    (1,663,500 ) $ (1,966,405 ) $ 33,031
Euro with UBS AG
   10/06/17    (4,680,700 ) (5,533,004 ) 49,048


      $ 82,079


Foreign Currency Forward Contracts^{^}

	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Yen with Goldman Sachs International		04/05/19		331,570,400		$	2,992,455		$	17,513
Yen with UBS AG		04/05/19		919,075,800			8,294,749			47,259

Total Unrealized Appreciation									$	64,772

Contracts to Sell
Yen with Goldman Sachs International		04/05/19		(6,849,300	)	$	(61,816	)	$	(409	)
Yen with UBS AG		04/05/19		(10,542,900	)		(95,151	)		151

Total Unrealized Depreciation									$	(258	)

†	~~All or partial amount pledged as collateral for foreign currency forward contracts.~~

^	The positions and counterparties herein are as of ~~September 30, 2017.~~March 31, 2019. The ~~Funds~~Fund continually ~~evaluate~~evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	~~Rates shown represents discount rate at the time of purchase.~~

See accompanying notes to financial statements.

PROSHARES ULTRA ~~EURO~~YEN

STATEMENTS OF OPERATIONS

(unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 30,171 $ 6,257 $ 69,923 $ 18,054


Expenses

Management fee
   31,427 22,916 95,974 71,859


Total expenses
   31,427 22,916 95,974 71,859


Net investment income (loss)
   (1,256 ) (16,659 ) (26,051 ) (53,805 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts
   1,259,663 46,252 2,666,172 1,155,961
Short-term U.S. government and agency obligations
   (13 ) 6 134 153


Net realized gain (loss)
   1,259,650 46,258 2,666,306 1,156,114


Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts
   (519,273 ) 118,030 364,650 (654,504 )
Short-term U.S. government and agency obligations
   (331 ) (1,819 ) 205 (452 )


Change in net unrealized appreciation/depreciation
   (519,604 ) 116,211 364,855 (654,956 )


Net realized and unrealized gain (loss)
   740,046 162,469 3,031,161 501,158


Net income (loss)
   $ 738,790 $ 145,810 $ 3,005,110 $ 447,353


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	27,009		$	4,154

Expenses
Management fee		12,438			7,223

Total expenses		12,438			7,223

Net investment income (loss)		14,571			(3,069	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(77,307	)		322,550

Net realized gain (loss)		(77,307	)		322,550

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(112,597	)		(11,801	)
Short-term U.S. government and agency obligations		—			182

Change in net unrealized appreciation/depreciation		(112,597	)		(11,619	)

Net realized and unrealized gain (loss)		(189,904	)		310,931

Net income (loss)	$	(175,333	)	$	307,862

See accompanying notes to financial statements.

PROSHARES ULTRA ~~EURO~~YEN

~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

(unaudited)

Shareholders’ equity, at December 31, 2016
   $ 11,914,585
Addition of 1,200,000 shares
   18,469,355
Redemption of 1,250,000 shares
   (19,683,442 )


Net addition (redemption) of (50,000) shares
   (1,214,087 )


Net investment income (loss)
   (26,051 )
Net realized gain (loss)
   2,666,306
Change in net unrealized appreciation/depreciation
   364,855


Net income (loss)
   3,005,110


Shareholders’ equity, at September 30, 2017
   $ 13,705,608


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	5,751,716		$	2,864,269

Addition of 50,000 and – shares, respectively		2,922,854			—
Redemption of 50,000 and – shares, respectively		(2,935,727	)		—

Net addition (redemption) of – and – shares, respectively		(12,873	)		—

Net investment income (loss)		14,571			(3,069	)
Net realized gain (loss)		(77,307	)		322,550
Change in net unrealized appreciation/depreciation		(112,597	)		(11,619	)

Net income (loss)		(175,333	)		307,862

Shareholders’ equity, end of period	$	5,563,510		$	3,172,131

See accompanying notes to financial statements.

PROSHARES ULTRA ~~EURO~~YEN

STATEMENTS OF CASH FLOWS

(unaudited)

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ 3,005,110 $ 447,353
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
   (40,818,978 ) (36,177,928 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   41,785,306 38,263,779
Net amortization and accretion on short-term U.S government and agency obligations
   (69,923 ) (18,054 )
Net realized gain (loss) on investments
   (134 ) (153 )
Change in unrealized appreciation/depreciation on investments
   (364,855 ) 654,956
Increase (Decrease) in payable to Sponsor
   398 (2,532 )


Net cash provided by (used in) operating activities
   3,536,924 3,167,421


Cash flow from financing activities

Proceeds from addition of shares
   18,469,355 831,691
Payment on shares redeemed
   (19,683,442 ) (4,027,778 )


Net cash provided by (used in) financing activities
   (1,214,087 ) (3,196,087 )


Net increase (decrease) in cash
   2,322,837 (28,666 )
Cash, beginning of period
   606,393 227,310


Cash, end of period
   $ 2,929,230 $ 198,644


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(175,333	)	$	307,862
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		(35,346,606	)		(996,345	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		35,350,000			2,000,000
Net amortization and accretion on short-term U.S. government and agency obligations		(3,394	)		(4,154	)
Change in unrealized appreciation/depreciation on investments		112,597			11,619
Decrease (Increase) in interest receivable		(5,758	)		—
Increase (Decrease) in payable to Sponsor		2,033			272

Net cash provided by (used in) operating activities		(66,461	)		1,319,254

Cash flow from financing activities
Proceeds from addition of shares		5,769,430			—
Payment on shares redeemed		(2,935,727	)		—

Net cash provided by (used in) financing activities		2,833,703			—

Net increase (decrease) in cash		2,767,242			1,319,254
Cash, beginning of period		2,726,531			903,472

Cash, end of period	$	5,493,773		$	2,222,726

See accompanying notes to financial statements.

PROSHARES ~~ULTRA YEN~~ULTRAPRO 3X CRUDE OIL ETF

STATEMENTS OF FINANCIAL CONDITION

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 1,542,516    $ 604,691
Short-term U.S. government and agency obligations (Note 3)
(cost $4,662,497 and $5,283,104, respectively)
   4,662,411    5,282,879
Unrealized appreciation on foreign currency forward contracts
   12,351    379




Total assets
   6,217,278    5,887,949




Liabilities and shareholders’ equity

Liabilities

Payable to Sponsor
   4,698    4,537
Unrealized depreciation on foreign currency forward contracts
   407,660    342,455




Total liabilities
   412,358    346,992




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   5,804,920    5,540,957




Total liabilities and shareholders’ equity
   $ 6,217,278    $ 5,887,949




Shares outstanding
   99,970    99,970




Net asset value per share
   $ 58.07    $ 55.43




Market value per share (Note 2)
   $ 58.17    $ 55.52


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $60,907,253 and $20,979,000, respectively)	$	60,908,183	$	20,979,876
Cash		39,717,490		38,690,241
Segregated cash balances with brokers for futures contracts		22,923,766		24,892,125
Receivable from capital shares sold		—		2,597,148
Receivable on open futures contracts		7,190,885		551,842
Interest receivable		75,536		17,308

Total assets		130,815,860		87,728,540

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		2,695,057		—
Payable to Sponsor		105,728		61,498

Total liabilities		2,800,785		61,498

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		128,015,075		87,667,042

Total liabilities and shareholders’ equity	$	130,815,860	$	87,728,540

Shares outstanding		4,750,000		6,700,000

Net asset value per share	$	26.95	$	13.08

Market value per share (Note 2)	$	26.97	$	13.47

See accompanying notes to financial statements.

PROSHARES ~~ULTRA YEN~~ULTRAPRO 3X CRUDE OIL ETF

SCHEDULE OF INVESTMENTS

~~SEPTEMBER 30, 2017~~MARCH 31, 2019

(unaudited)

   Principal Amount    Value
Short-term U.S. government and agency obligations


(80% of shareholders’ equity)


U.S. Treasury Bills^^:

1.089% due 10/12/17†
   $ 673,000    $ 672,824
0.962% due 11/30/17
   2,000,000    1,996,771
1.040% due 02/01/18
   2,000,000    1,992,816


Total short-term U.S. government and agency obligations (cost $4,662,497)
      $ 4,662,411

~~Foreign Currency Forward Contracts^~~


	Principal Amount		Value
Short-term U.S. government and agency obligations
(48% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.375% due 04/01/19	$	6,000,000	$	5,999,598
U.S. Treasury Bills^{^^}:
2.483% due 04/11/19		35,000,000		34,976,473
2.490% due 05/23/19		20,000,000		19,932,112

Total short-term U.S. government and agency obligations (cost $60,907,253)			$	60,908,183

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

Yen with Goldman Sachs International
   10/06/17    735,730,100 $ 6,539,365 $ (218,377 )
Yen with UBS AG
   10/06/17    652,357,100 5,798,323 (189,283 )


      $ (407,660 )


Contracts to Sell

Yen with Goldman Sachs International
   10/06/17    (23,286,700 ) $ (206,978 ) $ 1,919
Yen with UBS AG
   10/06/17    (57,172,300 ) (508,163 ) 10,432


      $ 12,351


Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires May 2019		6,386	$	384,054,040	$	40,705,393

†^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X CRUDE OIL ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
	2019		2018
Investment Income
Interest	$	615,343	$	2,545

Expenses
Management fee		295,626		2,095
Brokerage commissions		66,868		5,676
Offering costs		—		52,846
Limitation by Sponsor		—		(26,957	)

Total expenses		362,494		33,660

Net investment income (loss)		252,849		(31,115	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		22,272,869		1,620,825

Net realized gain (loss)		22,272,869		1,620,825

Change in net unrealized appreciation/depreciation on
Futures contracts		64,156,754		1,585,957
Short-term U.S. government and agency obligations		54		—

Change in net unrealized appreciation/depreciation		64,156,808		1,585,957

Net realized and unrealized gain (loss)		86,429,677		3,206,782

Net income (loss)	$	86,682,526	$	3,175,667

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X CRUDE OIL ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	87,667,042		$	11,335,483

Addition of 800,000 and 200,000 shares, respectively		16,301,816			8,203,903
Redemption of 2,750,000 and 150,000 shares, respectively		(62,636,309	)		(6,511,096	)

Net addition (redemption) of (1,950,000) and 50,000 shares, respectively		(46,334,493	)		1,692,807

Net investment income (loss)		252,849			(31,115	)
Net realized gain (loss)		22,272,869			1,620,825
Change in net unrealized appreciation/depreciation		64,156,808			1,585,957

Net income (loss)		86,682,526			3,175,667

Shareholders’ equity, end of period	$	128,015,075		$	16,203,957

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X CRUDE OIL ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	86,682,526		$	3,175,667
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		(1,407,668,957	)		—
Proceeds from sales or maturities of short-term U.S. government and agency obligations		1,368,150,000			—
Net amortization and accretion on short-term U.S. government and agency obligations		(409,296	)		—
Change in unrealized appreciation/depreciation on investments		(54	)		—
Decrease (Increase) in receivable on futures contracts		(6,639,043	)		(92,766	)
Decrease (Increase) in receivable in Limitation by Sponsor		—			(26,957	)
Decrease (Increase) in interest receivable		(58,228	)		—
Amortization of offering costs		—			52,846
Increase (Decrease) in payable to Sponsor		44,230			2,095

Net cash provided by (used in) operating activities		40,101,178			3,110,885

Cash flow from financing activities
Proceeds from addition of shares		18,898,964			8,203,903
Payment on shares redeemed		(59,941,252	)		(6,511,096	)

Net cash provided by (used in) financing activities		(41,042,288	)		1,692,807

Net increase (decrease) in cash		(941,110	)		4,803,692
Cash, beginning of period		63,582,366			10,968,900

Cash, end of period	$	62,641,256		$	15,772,592

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $3,000,000 and $–, respectively)	$	2,999,799	$	—
Cash		11,292,763		13,456,117
Segregated cash balances with brokers for futures contracts		3,011,591		5,303,112
Interest receivable		17,626		13,748

Total assets		17,321,779		18,772,977

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		301,397		89,382
Payable to Sponsor		13,122		18,496

Total liabilities		314,519		107,878

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		17,007,260		18,665,099

Total liabilities and shareholders’ equity	$	17,321,779	$	18,772,977

Shares outstanding		824,906		374,906

Net asset value per share	$	20.62	$	49.79

Market value per share (Note 2)	$	20.60	$	48.43

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(18% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.375% due 04/01/19	$	3,000,000	$	2,999,799

Total short-term U.S. government and agency obligations (cost $3,000,000)			$	2,999,799


Futures Contracts Sold

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires May 2019		848	$	50,998,720	$	(2,476,878	)

^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	71,505		$	4,204

Expenses
Management fee		34,303			3,537
Brokerage commissions		13,188			15,260
Offering costs		—			52,797
Limitation by Sponsor		—			(176	)

Total expenses		47,491			71,418

Net investment income (loss)		24,014			(67,214	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(2,268,796	)		(4,675,967	)

Net realized gain (loss)		(2,268,796	)		(4,675,967	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(9,496,353	)		(746,983	)
Short-term U.S. government and agency obligations		(201	)		—

Change in net unrealized appreciation/depreciation		(9,496,554	)		(746,983	)

Net realized and unrealized gain (loss)		(11,765,350	)		(5,422,950	)

Net income (loss)	$	(11,741,336	)	$	(5,490,164	)

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	18,665,099		$	21,161,176

Addition of 750,000 and 687,500 shares, respectively		18,656,682			23,827,284
Redemption of 300,000 and 312,594 shares, respectively		(8,573,185	)		(12,547,987	)

Net addition (redemption) of 450,000 and 374,906 shares, respectively		10,083,497			11,279,297

Net investment income (loss)		24,014			(67,214	)
Net realized gain (loss)		(2,268,796	)		(4,675,967	)
Change in net unrealized appreciation/depreciation		(9,496,554	)		(746,983	)

Net income (loss)		(11,741,336	)		(5,490,164	)

Shareholders’ equity, end of period	$	17,007,260		$	26,950,309

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(11,741,336	)	$	(5,490,164	)
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		(287,123,373	)		—
Proceeds from sales or maturities of short-term U.S. government and agency obligations		284,150,000			—
Net amortization and accretion on short-term U.S. government and agency obligations		(26,627	)		—
Change in unrealized appreciation/depreciation on investments		201			—
Decrease (Increase) in receivable in Limitation by Sponsor		—			(176	)
Decrease (Increase) in interest receivable		(3,878	)		—
Amortization of offering costs		—			52,797
Increase (Decrease) in payable to Sponsor		(5,374	)		3,537
Increase (Decrease) in payable on futures contracts		212,015			91,246

Net cash provided by (used in) operating activities		(14,538,372	)		(5,342,760	)

Cash flow from financing activities
Proceeds from addition of shares		18,656,682			23,827,284
Payment on shares redeemed		(8,573,185	)		(12,547,987	)

Net cash provided by (used in) financing activities		10,083,497			11,279,297

Net increase (decrease) in cash		(4,454,875	)		5,936,537
Cash, beginning of period		18,759,229			21,600,168

Cash, end of period	$	14,304,354		$	27,536,705

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $– and $299,548, respectively)	$	—	$	299,537
Cash		7,859,967		10,321,256
Segregated cash balances with brokers for futures contracts		341,550		433,125
Receivable on open futures contracts		—		6,300
Interest receivable		14,799		8,475

Total assets		8,216,316		11,068,693

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		47,048		—
Payable to Sponsor		6,621		8,360

Total liabilities		53,669		8,360

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		8,162,647		11,060,333

Total liabilities and shareholders’ equity	$	8,216,316	$	11,068,693

Shares outstanding		150,000		200,000

Net asset value per share	$	54.42	$	55.30

Market value per share (Note 2)	$	54.41	$	54.92

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

MARCH 31, 2019

(unaudited)


Futures Contracts Sold

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Australian Dollar Fx Currency Futures - CME, expires June 2019		230	$	16,350,700	$	(65,390	)

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	48,542		$	21,139

Expenses
Management fee		21,080			19,484
Brokerage commissions		1,673			1,520

Total expenses		22,753			21,004

Net investment income (loss)		25,789			135

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		262,745			(1,119,990	)
Short-term U.S. government and agency obligations		—			(247	)

Net realized gain (loss)		262,745			(1,120,237	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(577,215	)		1,191,380
Short-term U.S. government and agency obligations		11			749

Change in net unrealized appreciation/depreciation		(577,204	)		1,192,129

Net realized and unrealized gain (loss)		(314,459	)		71,892

Net income (loss)	$	(288,670	)	$	72,027

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	11,060,333		$	13,702,102

Redemption of 50,000 and 150,000 shares, respectively		(2,609,016	)		(6,710,633	)

Net addition (redemption) of (50,000) and (150,000) shares, respectively		(2,609,016	)		(6,710,633	)

Net investment income (loss)		25,789			135
Net realized gain (loss)		262,745			(1,120,237	)
Change in net unrealized appreciation/depreciation		(577,204	)		1,192,129

Net income (loss)		(288,670	)		72,027

Shareholders’ equity, end of period	$	8,162,647		$	7,063,496

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(288,670	)	$	72,027
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		(120,038,956	)		(28,984,280	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		120,350,000			35,998,666
Net amortization and accretion on short-term U.S. government and agency obligations		(11,496	)		(20,768	)
Net realized gain (loss) on investments		—			247
Change in unrealized appreciation/depreciation on investments		(11	)		(749	)
Decrease (Increase) in receivable on futures contracts		6,300			—
Decrease (Increase) in interest receivable		(6,324	)		—
Increase (Decrease) in payable to Sponsor		(1,739	)		(5,664	)
Increase (Decrease) in payable on futures contracts		47,048			(30,213	)

Net cash provided by (used in) operating activities		56,152			7,029,266

Cash flow from financing activities
Payment on shares redeemed		(2,609,016	)		(6,710,633	)

Net cash provided by (used in) financing activities		(2,609,016	)		(6,710,633	)

Net increase (decrease) in cash		(2,552,864	)		318,633
Cash, beginning of period		10,754,381			1,782,397

Cash, end of period	$	8,201,517		$	2,101,030

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $21,992,059 and $27,967,127, respectively)	$	21,991,264	$	27,967,534
Cash		44,409,314		22,869,986
Segregated cash balances with brokers for futures contracts		2,560,322		2,746,147
Segregated cash balances with brokers for swap agreements		7,495,803		14,356,000
Unrealized appreciation on swap agreements		—		20,646,726
Receivable from capital shares sold		5,910,902		25,458,885
Receivable on open futures contracts		—		432,627
Interest receivable		41,472		36,428

Total assets		82,409,077		114,514,333

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		488,681		48,600
Payable to Sponsor		54,319		88,422
Unrealized depreciation on swap agreements		6,039,390		—

Total liabilities		6,582,390		137,022

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		75,826,687		114,377,311

Total liabilities and shareholders’ equity	$	82,409,077	$	114,514,333

Shares outstanding		4,489,884		3,839,884

Net asset value per share	$	16.89	$	29.79

Market value per share (Note 2)	$	16.88	$	29.28

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

MARCH 31, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(29% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.375% due 04/01/19	$	10,000,000	$	9,999,330
U.S. Treasury Bills^{^^}:
2.499% due 04/11/19^†		12,000,000		11,991,934

Total short-term U.S. government and agency obligations (cost $21,992,059)			$	21,991,264

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires May 2019		724	$	43,541,360	$	(2,958,761	)

Total Return Swap Agreements^{^}


	Rate Paid (Received)^*			Termination Date		Notional Amount at Value^**			Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg WTI Crude Oil Subindex		0.18	%		04/08/19	$	(35,382,635	)	$	(2,051,058	)
Swap agreement with Goldman Sachs International based on Bloomberg WTI Crude Oil Subindex		0.25			04/08/19		(25,233,443	)		(1,190,423	)
Swap agreement with Royal Bank of Canada based on Bloomberg WTI Crude Oil Subindex		0.23			04/08/19		(12,199,190	)		(1,109,781	)
Swap agreement with Societe Generale based on Bloomberg WTI Crude Oil Subindex		0.25			04/08/19		(9,056,577	)		(531,423	)
Swap agreement with UBS AG based on Bloomberg WTI Crude Oil Subindex		0.25			04/08/19		(26,259,871	)		(1,156,705	)

Total Unrealized Depreciation									$	(6,039,390	)


† All or partial amount pledged as collateral for ~~foreign currency forward contracts.~~swap agreements.

The positions and counterparties herein are as of ~~September 30, 2017.~~March 31, 2019. The ~~Funds~~Fund continually ~~evaluate~~evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^			Rates shown ~~represents~~represent discount rate at the time of purchase.
* Reflects the floating financing rate, as of March 31, 2019, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.
** 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.

PROSHARES ~~ULTRA~~ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	361,771		$	729,417

Expenses
Management fee		166,326			527,954
Brokerage commissions		9,630			11,981

Total expenses		175,956			539,935

Net investment income (loss)		185,815			189,482

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(3,189,732	)		(2,362,689	)
Swap agreements		(5,965,427	)		(45,733,461	)
Short-term U.S. government and agency obligations		—			(187	)

Net realized gain (loss)		(9,155,159	)		(48,096,337	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(6,230,916	)		(727,186	)
Swap agreements		(26,686,116	)		16,009,117
Short-term U.S. government and agency obligations		(1,202	)		25,362

Change in net unrealized appreciation/depreciation		(32,918,234	)		15,307,293

Net realized and unrealized gain (loss)		(42,073,393	)		(32,789,044	)

Net income (loss)	$	(41,887,578	)	$	(32,599,562	)

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	114,377,311		$	225,843,284

Addition of 3,400,000 and 4,200,000 shares, respectively		66,476,301			90,237,490
Redemption of 2,750,000 and 3,450,000 shares, respectively		(63,139,347	)		(83,105,563	)

Net addition (redemption) of 650,000 and 750,000 shares, respectively		3,336,954			7,131,927

Net investment income (loss)		185,815			189,482
Net realized gain (loss)		(9,155,159	)		(48,096,337	)
Change in net unrealized appreciation/depreciation		(32,918,234	)		15,307,293

Net income (loss)		(41,887,578	)		(32,599,562	)

Shareholders’ equity, end of period	$	75,826,687		$	200,375,649

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(41,887,578	)	$	(32,599,562	)
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		(875,151,345	)		(2,161,257,588	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		881,400,000			2,200,992,331
Net amortization and accretion on short-term U.S. government and agency obligations		(273,587	)		(724,438	)
Net realized gain (loss) on investments		—			187
Change in unrealized appreciation/depreciation on investments		26,687,318			(16,034,479	)
Decrease (Increase) in receivable on futures contracts		432,627			—
Decrease (Increase) in interest receivable		(5,044	)		—
Increase (Decrease) in payable to Sponsor		(34,103	)		(21,902	)
Increase (Decrease) in payable on futures contracts		440,081			13,493

Net cash provided by (used in) operating activities		(8,391,631	)		(9,631,958	)

Cash flow from financing activities
Proceeds from addition of shares		86,024,284			90,237,490
Payment on shares redeemed		(63,139,347	)		(78,029,136	)

Net cash provided by (used in) financing activities		22,884,937			12,208,354

Net increase (decrease) in cash		14,493,306			2,576,396
Cash, beginning of period		39,972,133			3,688,091

Cash, end of period	$	54,465,439		$	6,264,487

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $1,000,000 and $299,715, respectively)	$	999,933	$	299,714
Cash		9,777,135		11,046,280
Segregated cash balances with brokers for futures contracts		1,869,110		7,709,942
Receivable on open futures contracts		366,694		3,096,239
Interest receivable		15,612		11,379

Total assets		13,028,484		22,163,554

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		4,321,588
Payable to Sponsor		8,993		16,525

Total liabilities		8,993		4,338,113

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		13,019,491		17,825,441

Total liabilities and shareholders’ equity	$	13,028,484	$	22,163,554

Shares outstanding		574,832		824,832

Net asset value per share	$	22.65	$	21.61

Market value per share (Note 2)	$	22.51	$	21.22

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

MARCH 31, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(8% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.375% due 04/01/19	$	1,000,000	$	999,933

Total short-term U.S. government and agency obligations (cost $1,000,000)			$	999,933

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Natural Gas - NYMEX, expires May 2019		978	$	26,034,360	$	521,444


^^ Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
	2019		2018
Investment Income
Interest	$	59,875	$	15,138

Expenses
Management fee		28,691		16,545
Brokerage commissions		11,700		8,180

Total expenses		40,391		24,725

Net investment income (loss)		19,484		(9,587	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		11,319,325		746,971

Net realized gain (loss)		11,319,325		746,971

Change in net unrealized appreciation/depreciation on
Futures contracts		(10,316,545)		932,004
Short-term U.S. government and agency obligations		(66)		(84)

Change in net unrealized appreciation/depreciation		(10,316,611)		931,920

Net realized and unrealized gain (loss)		1,002,714		1,678,891

Net income (loss)	$	1,022,198	$	1,669,304

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	17,825,441		$	6,902,743

Addition of 250,000 and 250,000 shares, respectively		4,113,610			9,051,492
Redemption of 500,000 and 300,000 shares, respectively		(9,941,758	)		(12,271,230	)

Net addition (redemption) of (250,000) and (50,000) shares, respectively		(5,828,148	)		(3,219,738	)

Net investment income (loss)		19,484			(9,587	)
Net realized gain (loss)		11,319,325			746,971
Change in net unrealized appreciation/depreciation		(10,316,611	)		931,920

Net income (loss)		1,022,198			1,669,304

Shareholders’ equity, end of period	$	13,019,491		$	5,352,309

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	1,022,198		$	1,669,304
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		(188,831,817	)		(259,987,139	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		188,150,000			261,000,000
Net amortization and accretion on short-term U.S. government and agency obligations		(18,468	)		(13,094	)
Change in unrealized appreciation/depreciation on investments		66			84
Decrease (Increase) in receivable on futures contracts		2,729,545			—
Decrease (Increase) in interest receivable		(4,233	)		—
Increase (Decrease) in payable to Sponsor		(7,532	)		1,277
Increase (Decrease) in payable on futures contracts		—			16,514

Net cash provided by (used in) operating activities		3,039,759			2,686,946

Cash flow from financing activities
Proceeds from addition of shares		4,113,610			9,051,492
Payment on shares redeemed		(14,263,346	)		(12,271,230	)

Net cash provided by (used in) financing activities		(10,149,736	)		(3,219,738	)

Net increase (decrease) in cash		(7,109,977	)		(532,792	)
Cash, beginning of period		18,756,222			3,010,206

Cash, end of period	$	11,646,245		$	2,477,414

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $78,957,743 and $121,798,837, respectively)	$	78,955,974	$	121,801,685
Cash		55,564,388		33,215,995
Segregated cash balances with brokers for foreign currency forward contracts		14,076,000		3,138,000
Unrealized appreciation on foreign currency forward contracts		3,149,704		104,074
Interest receivable		33,706		15,999

Total assets		151,779,772		158,275,753

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		2,427,020
Payable to Sponsor		118,086		128,696
Unrealized depreciation on foreign currency forward contracts		216,078		1,599,878

Total liabilities		334,164		4,155,594

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		151,445,608		154,120,159

Total liabilities and shareholders’ equity	$	151,779,772	$	158,275,753

Shares outstanding		5,900,000		6,350,000

Net asset value per share	$	25.67	$	24.27

Market value per share (Note 2)	$	25.67	$	24.25

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(52% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.299% due 04/01/19	$	15,000,000	$	14,998,995
U.S. Treasury Bills^{^^}:
2.486% due 04/11/19^†		64,000,000		63,956,979

Total short-term U.S. government and agency obligations (cost $78,957,743)			$	78,955,974

Foreign Currency Forward Contracts^{^}


	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Euro with UBS AG		04/05/19		15,539,500		$	17,435,876		$	(216,078	)

Total Unrealized Depreciation									$	(216,078	)

Contracts to Sell
Euro with Goldman Sachs International		04/05/19		(137,164,125	)	$	(153,903,065	)	$	1,481,164
Euro with UBS AG		04/05/19		(147,662,400	)		(165,682,508	)		1,668,540

Total Unrealized Appreciation									$	3,149,704


† All or partial amount pledged as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of March 31, 2019. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
^^ Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	774,618		$	617,984

Expenses
Management fee		340,145			449,855

Total expenses		340,145			449,855

Net investment income (loss)		434,473			168,129

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		3,329,242			(18,923,242	)
Short-term U.S. government and agency obligations		—			(181	)

Net realized gain (loss)		3,329,242			(18,923,423	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		4,429,430			10,086,629
Short-term U.S. government and agency obligations		(4,617	)		20,319

Change in net unrealized appreciation/depreciation		4,424,813			10,106,948

Net realized and unrealized gain (loss)		7,754,055			(8,816,475	)

Net income (loss)	$	8,188,528		$	(8,648,346	)

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	154,120,159		$	202,548,197

Addition of 250,000 and 500,000 shares, respectively		6,305,432			10,357,941
Redemption of 700,000 and 800,000 shares, respectively		(17,168,511	)		(16,234,416	)

Net addition (redemption) of (450,000) and (300,000) shares, respectively		(10,863,079	)		(5,876,475	)

Net investment income (loss)		434,473			168,129
Net realized gain (loss)		3,329,242			(18,923,423	)
Change in net unrealized appreciation/depreciation		4,424,813			10,106,948

Net income (loss)		8,188,528			(8,648,346	)

Shareholders’ equity, end of period	$	151,445,608		$	188,023,376

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	8,188,528		$	(8,648,346	)
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		(726,290,502	)		(1,115,354,492	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		769,850,000			1,140,998,773
Net amortization and accretion on short-term U.S. government and agency obligations		(718,404	)		(617,984	)
Net realized gain (loss) on investments		—			181
Change in unrealized appreciation/depreciation on investments		(4,424,813	)		(10,106,948	)
Decrease (Increase) in interest receivable		(17,707	)		—
Increase (Decrease) in payable to Sponsor		(10,610	)		(18,024	)

Net cash provided by (used in) operating activities		46,576,492			6,253,160

Cash flow from financing activities
Proceeds from addition of shares		6,305,432			10,357,941
Payment on shares redeemed		(19,595,531	)		(16,234,416	)

Net cash provided by (used in) financing activities		(13,290,099	)		(5,876,475	)

Net increase (decrease) in cash		33,286,393			376,685
Cash, beginning of period		36,353,995			4,293,895

Cash, end of period	$	69,640,388		$	4,670,580

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $2,998,688 and $3,989,775, respectively)	$	2,998,589	$	3,989,563
Cash		11,873,759		12,563,184
Segregated cash balances with brokers for futures contracts		184,280		38,148
Segregated cash balances with brokers for forward agreements		—		2,502,000
Segregated cash balances with brokers for swap agreements		3,023,000		—
Receivable from capital shares sold		3,620,963		—
Receivable on open futures contracts		—		1,700
Interest receivable		20,137		10,500

Total assets		21,720,728		19,105,095

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		16,640		—
Payable to Sponsor		15,294		15,312
Unrealized depreciation on swap agreements		182,087		—
Unrealized depreciation on forward agreements		—		990,786

Total liabilities		214,021		1,006,098

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		21,506,707		18,098,997

Total liabilities and shareholders’ equity	$	21,720,728	$	19,105,095

Shares outstanding		296,977		246,978

Net asset value per share	$	72.42	$	73.28

Market value per share (Note 2)	$	72.61	$	72.84

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

MARCH 31, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(14% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.375% due 04/01/19	$	1,000,000	$	999,933
U.S. Treasury Bills^{^^}:
2.448% due 04/11/19^†		2,000,000		1,998,656

Total short-term U.S. government and agency obligations (cost $2,998,688)			$	2,998,589

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Gold Futures - COMEX, expires June 2019		52	$	6,752,200	$	37,434

Total Return Swap Agreements^{^}


	Rate Paid (Received)^*			Termination Date		Notional Amount at Value^**			Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Gold Subindex		0.25	%		04/08/19	$	(12,577,645	)	$	(112,755	)
Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex		0.20			04/08/19		(10,781,376	)		(37,773	)
Swap agreement with UBS AG based on Bloomberg Gold Subindex		0.25			04/08/19		(12,927,675	)		(31,559	)

Total Unrealized Depreciation									$	(182,087	)

†	All or partial amount pledged as collateral for swap agreements.

^	The positions and counterparties herein are as of March 31, 2019. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of March 31, 2019, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	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.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	95,211		$	90,144

Expenses
Management fee		46,962			67,746
Brokerage commissions		778			20

Total expenses		47,740			67,766

Net investment income (loss)		47,471			22,378

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(12,941	)		(7,300	)
Swap agreements		(37,814	)		—
Forward agreements		(1,118,149	)		(3,262,575	)
Short-term U.S. government and agency obligations		—			128

Net realized gain (loss)		(1,168,904	)		(3,269,747	)

Change in net unrealized appreciation/depreciation on
Futures contracts		69,214			5,900
Swap agreements		(182,087	)		—
Forward agreements		990,786			1,900,039
Short-term U.S. government and agency obligations		113			2,169

Change in net unrealized appreciation/depreciation		878,026			1,908,108

Net realized and unrealized gain (loss)		(290,878	)		(1,361,639	)

Net income (loss)	$	(243,407	)	$	(1,339,261	)

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	18,098,997		$	31,497,410

Addition of 100,000 and 200,000 shares, respectively		7,236,873			13,301,973
Redemption of 50,001 and 200,000 shares, respectively		(3,585,756	)		(13,450,655	)

Net addition (redemption) of 49,999 and – shares, respectively		3,651,117			(148,682	)

Net investment income (loss)		47,471			22,378
Net realized gain (loss)		(1,168,904	)		(3,269,747	)
Change in net unrealized appreciation/depreciation		878,026			1,908,108

Net income (loss)		(243,407	)		(1,339,261	)

Shareholders’ equity, end of period	$	21,506,707		$	30,009,467

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(243,407	)	$	(1,339,261	)
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		(266,810,149	)		(217,905,921	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		267,850,000			221,998,623
Net amortization and accretion on short-term U.S. government and agency obligations		(48,764	)		(90,126	)
Net realized gain (loss) on investments		—			(128	)
Change in unrealized appreciation/depreciation on investments		(808,812	)		(1,902,208	)
Decrease (Increase) in receivable on futures contracts		1,700			(540	)
Decrease (Increase) in interest receivable		(9,637	)		—
Increase (Decrease) in payable to Sponsor		(18	)		(2,593	)
Increase (Decrease) in payable on futures contracts		16,640			(2,420	)

Net cash provided by (used in) operating activities		(52,447	)		755,426

Cash flow from financing activities
Proceeds from addition of shares		3,615,910			13,301,973
Payment on shares redeemed		(3,585,756	)		(13,450,655	)

Net cash provided by (used in) financing activities		30,154			(148,682	)

Net increase (decrease) in cash		(22,293	)		606,744
Cash, beginning of period		15,103,332			1,035,445

Cash, end of period	$	15,081,039		$	1,642,189

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $3,000,000 and $3,294,789, respectively)	$	2,999,799	$	3,294,766
Cash		9,689,593		5,677,665
Segregated cash balances with brokers for futures contracts		539,220		44,431
Segregated cash balances with brokers for forward agreements		—		4,554,000
Segregated cash balances with brokers for swap agreements		3,330,206		—
Receivable from capital shares sold		3,917,879		—
Interest receivable		16,700		7,847

Total assets		20,493,397		13,578,709

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		125,364		5,720
Payable to Sponsor		13,226		11,115
Unrealized depreciation on swap agreements		100,891		—
Unrealized depreciation on forward agreements		—		1,793,011

Total liabilities		239,481		1,809,846

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		20,253,916		11,768,863

Total liabilities and shareholders’ equity	$	20,493,397	$	13,578,709

Shares outstanding		516,976		316,976

Net asset value per share	$	39.18	$	37.13

Market value per share (Note 2)	$	39.24	$	37.10

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

MARCH 31, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(15% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.375% due 04/01/19	$	3,000,000	$	2,999,799

Total short-term U.S. government and agency obligations (cost $3,000,000)			$	2,999,799

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Silver Futures - COMEX, expires May 2019		152	$	11,483,600	$	398,608

Total Return Swap Agreements^{^}


	Rate Paid (Received)^*			Termination Date		Notional Amount at Value^**			Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Silver Subindex		0.25	%		04/08/19	$	(15,412,788	)	$	(65,595	)
Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex		0.25			04/08/19		(6,552,316	)		(27,529	)
Swap agreement with UBS AG based on Bloomberg Silver Subindex		0.25			04/08/19		(7,024,143	)		(7,767	)

Total Unrealized Depreciation									$	(100,891	)

^	The positions and counterparties herein are as of March 31, 2019. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of March 31, 2019, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	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.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	70,114		$	58,592

Expenses
Management fee		37,211			45,395
Brokerage commissions		1,349			10

Total expenses		38,560			45,405

Net investment income (loss)		31,554			13,187

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(204,534	)		4,000
Swap agreements		958,890			—
Forward agreements		(2,144,498	)		(1,600,841	)
Short-term U.S. government and agency obligations		—			(2,032	)

Net realized gain (loss)		(1,390,142	)		(1,598,873	)

Change in net unrealized appreciation/depreciation on
Futures contracts		443,525			5,570
Swap agreements		(100,891	)		—
Forward agreements		1,793,011			2,697,706
Short-term U.S. government and agency obligations		(178	)		2,774

Change in net unrealized appreciation/depreciation		2,135,467			2,706,050

Net realized and unrealized gain (loss)		745,325			1,107,177

Net income (loss)	$	776,879		$	1,120,364

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	11,768,863		$	14,806,259

Addition of 300,000 and 450,000 shares, respectively		11,229,394			14,776,297
Redemption of 100,000 and 300,000 shares, respectively		(3,521,220	)		(9,768,815	)

Net addition (redemption) of 200,000 and 150,000 shares, respectively		7,708,174			5,007,482

Net investment income (loss)		31,554			13,187
Net realized gain (loss)		(1,390,142	)		(1,598,873	)
Change in net unrealized appreciation/depreciation		2,135,467			2,706,050

Net income (loss)		776,879			1,120,364

Shareholders’ equity, end of period	$	20,253,916		$	20,934,105

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	776,879		$	1,120,364
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		(199,723,449	)		(103,936,938	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		200,050,000			104,371,519
Net amortization and accretion on short-term U.S. government and agency obligations		(31,762	)		(58,569	)
Net realized gain (loss) on investments		—			2,032
Change in unrealized appreciation/depreciation on investments		(1,691,942	)		(2,700,480	)
Decrease (Increase) in interest receivable		(8,853	)		—
Increase (Decrease) in payable to Sponsor		2,111			1,135
Increase (Decrease) in payable on futures contracts		119,644			(2,070	)

Net cash provided by (used in) operating activities		(507,372	)		(1,203,007	)

Cash flow from financing activities
Proceeds from addition of shares		7,311,515			14,776,297
Payment on shares redeemed		(3,521,220	)		(12,940,592	)

Net cash provided by (used in) financing activities		3,790,295			1,835,705

Net increase (decrease) in cash		3,282,923			632,698
Cash, beginning of period		10,276,096			1,363,644

Cash, end of period	$	13,559,019		$	1,996,342

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $35,930,416 and $34,950,807, respectively)	$	35,930,801	$	34,951,229
Cash		10,644,956		21,879,254
Segregated cash balances with brokers for foreign currency forward contracts		3,783,000		1,691,000
Unrealized appreciation on foreign currency forward contracts		—		678,152
Interest receivable		24,883		14,973

Total assets		50,383,640		59,214,608

Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		43,072		49,037
Unrealized depreciation on foreign currency forward contracts		690,027		3,801,896

Total liabilities		733,099		3,850,933

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		49,650,541		55,363,675

Total liabilities and shareholders’ equity	$	50,383,640	$	59,214,608

Shares outstanding		649,290		749,290

Net asset value per share	$	76.47	$	73.89

Market value per share (Note 2)	$	76.44	$	73.86

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

MARCH 31, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(72% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.375% due 04/01/19	$	1,000,000	$	999,933
U.S. Treasury Bills^{^^}:
2.479% due 04/11/19^†		10,000,000		9,993,278
2.462% due 05/09/19^†		25,000,000		24,937,590

Total short-term U.S. government and agency obligations (cost $35,930,416)			$	35,930,801

Foreign Currency Forward Contracts^{^}


	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Yen with Goldman Sachs International		04/05/19		267,445,500		$	2,413,721		$	(20,975	)
Yen with UBS AG		04/05/19		1,377,801,600			12,434,793			(5,177	)

									$	(26,152	)

Contracts to Sell
Yen with Goldman Sachs International		04/05/19		(5,970,616,200	)	$	(53,885,384	)	$	(333,861	)
Yen with UBS AG		04/05/19		(6,667,953,100	)		(60,178,917	)		(330,014	)

									$	(663,875	)

Total Unrealized Depreciation									$	(690,027	)

†	All or partial amount pledged as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of March 31, 2019. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

(unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Investment Income

Interest
   $ 10,221 $ 4,659 $ 21,407 $ 11,808


Expenses

Management fee
   14,387 17,545 42,356 47,356


Total expenses
   14,387 17,545 42,356 47,356


Net investment income (loss)
   (4,166 ) (12,886 ) (20,949 ) (35,548 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts
   (4,492 ) 955,047 338,091 2,273,130
Short-term U.S. government and agency obligations
   (53 ) 72 (85 ) 72


Net realized gain (loss)
   (4,545 ) 955,119 338,006 2,273,202


Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts
   (52,440 ) (764,447 ) (53,233 ) (268,290 )
Short-term U.S. government and agency obligations
   (332 ) 679 139 716


Change in net unrealized appreciation/depreciation
   (52,772 ) (763,768 ) (53,094 ) (267,574 )


Net realized and unrealized gain (loss)
   (57,317 ) 191,351 284,912 2,005,628


Net income (loss)
   $ (61,483 ) $ 178,465 $ 263,963 $ 1,970,080


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	292,368		$	312,520

Expenses
Management fee		124,794			231,119

Total expenses		124,794			231,119

Net investment income (loss)		167,574			81,401

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(343,408	)		(11,252,403	)
Short-term U.S. government and agency obligations		(72	)		3

Net realized gain (loss)		(343,480	)		(11,252,400	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		2,433,717			(416,097	)
Short-term U.S. government and agency obligations		(37	)		12,253

Change in net unrealized appreciation/depreciation		2,433,680			(403,844	)

Net realized and unrealized gain (loss)		2,090,200			(11,656,244	)

Net income (loss)	$	2,257,774		$	(11,574,843	)

See accompanying notes to financial statements.

PROSHARES ~~ULTRA~~ULTRASHORT YEN

~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

(unaudited)

Shareholders’ equity, at December 31, 2016
   $ 5,540,957
Net investment income (loss)
   (20,949 )
Net realized gain (loss)
   338,006
Change in net unrealized appreciation/depreciation
   (53,094 )


Net income (loss)
   263,963


Shareholders’ equity, at September 30, 2017
   $ 5,804,920


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	55,363,675		$	131,077,453

Addition of 400,000 and 50,000 shares, respectively		30,543,496			3,516,719
Redemption of 500,000 and 500,000 shares, respectively		(38,514,404	)		(35,710,467	)

Net addition (redemption) of (100,000) and (450,000) shares, respectively		(7,970,908	)		(32,193,748	)

Net investment income (loss)		167,574			81,401
Net realized gain (loss)		(343,480	)		(11,252,400	)
Change in net unrealized appreciation/depreciation		2,433,680			(403,844	)

Net income (loss)		2,257,774			(11,574,843	)

Shareholders’ equity, end of period	$	49,650,541		$	87,308,862

See accompanying notes to financial statements.

PROSHARES ~~ULTRA~~ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

(unaudited)

   Nine Months Ended
September 30,
   2017 2016
Cash flow from operating activities

Net income (loss)
   $ 263,963 $ 1,970,080
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
   (16,968,160 ) (19,949,134 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   17,610,089 17,932,716
Net amortization and accretion on short-term U.S government and agency obligations
   (21,407 ) (11,808 )
Net realized gain (loss) on investments
   85 (72 )
Change in unrealized appreciation/depreciation on investments
   53,094 267,574
Increase (Decrease) in payable to Sponsor
   161 1,405


Net cash provided by (used in) operating activities
   937,825 210,761


Cash flow from financing activities

Payment on shares redeemed
   —   (199 )


Net cash provided by (used in) financing activities
   —   (199 )


Net increase (decrease) in cash
   937,825 210,562
Cash, beginning of period
   604,691 147,371


Cash, end of period
   $ 1,542,516 $ 357,933


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	2,257,774		$	(11,574,843	)
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		(523,240,489	)		(810,742,971	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		522,500,872			857,999,782
Net amortization and accretion on short-term U.S. government and agency obligations		(240,064	)		(312,520	)
Net realized gain (loss) on investments		72			(3	)
Change in unrealized appreciation/depreciation on investments		(2,433,680	)		403,844
Decrease (Increase) in interest receivable		(9,910	)		—
Increase (Decrease) in payable to Sponsor		(5,965	)		(36,965	)

Net cash provided by (used in) operating activities		(1,171,390	)		35,736,324

Cash flow from financing activities
Proceeds from addition of shares		30,543,496			3,516,719
Payment on shares redeemed		(38,514,404	)		(39,470,450	)

Net cash provided by (used in) financing activities		(7,970,908	)		(35,953,731	)

Net increase (decrease) in cash		(9,142,298	)		(217,407	)
Cash, beginning of period		23,570,254			1,582,684

Cash, end of period	$	14,427,956		$	1,365,277

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $10,000,000 and $–, respectively)	$	9,999,330	$	—
Cash		32,301,105		48,860,400
Segregated cash balances with brokers for futures contracts		9,742,199		8,682,024
Interest receivable		61,392		29,104

Total assets		52,104,026		57,571,528

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		674,832
Payable on open futures contracts		945,832		565,495
Payable to Sponsor		31,725		32,080

Total liabilities		977,557		1,272,407

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		51,126,469		56,299,121

Total liabilities and shareholders’ equity	$	52,104,026	$	57,571,528

Shares outstanding		2,362,403		2,112,403

Net asset value per share	$	21.64	$	26.65

Market value per share (Note 2)	$	21.59	$	26.74

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2019

(unaudited)


	Principal Amount			Value
Short-term U.S. government and agency obligations
(20% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:			��
3.375% due 04/01/19	$	10,000,000		$	9,999,330

Total short-term U.S. government and agency obligations (cost $10,000,000)				$	9,999,330

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - CBOE, expires July 2019		570	$	9,647,250	$	(1,201,306	)
VIX Futures - CBOE, expires August 2019		997		16,973,925		(1,371,616	)
VIX Futures - CBOE, expires September 2019		997		17,123,475		(53,596	)
VIX Futures - CBOE, expires October 2019		427		7,365,750		(41,155	)

					$	(2,667,673	)

^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	265,413		$	61,704

Expenses
Management fee		105,811			54,959
Brokerage commissions		10,336			11,232

Total expenses		116,147			66,191

Net investment income (loss)		149,266			(4,487	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(4,202,020	)		3,720,436

Net realized gain (loss)		(4,202,020	)		3,720,436

Change in net unrealized appreciation/depreciation on
Futures contracts		(6,425,779	)		4,917,565
Short-term U.S. government and agency obligations		(670	)		(1,098	)

Change in net unrealized appreciation/depreciation		(6,426,449	)		4,916,467

Net realized and unrealized gain (loss)		(10,628,469	)		8,636,903

Net income (loss)	$	(10,479,203	)	$	8,632,416

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	56,299,121		$	26,347,948

Addition of 500,000 and 550,000 shares, respectively		11,369,035			11,690,691
Redemption of 250,000 and 850,000 shares, respectively		(6,062,484	)		(21,725,647	)

Net addition (redemption) of 250,000 and (300,000) shares, respectively		5,306,551			(10,034,956	)

Net investment income (loss)		149,266			(4,487	)
Net realized gain (loss)		(4,202,020	)		3,720,436
Change in net unrealized appreciation/depreciation		(6,426,449	)		4,916,467

Net income (loss)		(10,479,203	)		8,632,416

Shareholders’ equity, end of period	$	51,126,469		$	24,945,408

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(10,479,203	)	$	8,632,416
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		(1,007,355,035	)		(509,940,631	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		997,450,000			521,000,000
Net amortization and accretion on short-term U.S. government and agency obligations		(94,965	)		(56,319	)
Change in unrealized appreciation/depreciation on investments		670			1,098
Decrease (Increase) in receivable on futures contracts		—			170,015
Decrease (Increase) in interest receivable		(32,288	)		—
Increase (Decrease) in payable to Sponsor		(355	)		(2,585	)
Increase (Decrease) in payable on futures contracts		380,337			657,556

Net cash provided by (used in) operating activities		(20,130,839	)		20,461,550

Cash flow from financing activities
Proceeds from addition of shares		11,369,035			11,690,691
Payment on shares redeemed		(6,737,316	)		(22,783,956	)

Net cash provided by (used in) financing activities		4,631,719			(11,093,265	)

Net increase (decrease) in cash		(15,499,120	)		9,368,285
Cash, beginning of period		57,542,424			6,266,358

Cash, end of period	$	42,043,304		$	15,634,643

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $99,829,728 and $114,780,333, respectively)	$	99,829,957	$	114,785,002
Cash		45,938,679		23,538,353
Segregated cash balances with brokers for futures contracts		60,431,647		15,855,066
Receivable on open futures contracts		871,720		912,016
Interest receivable		66,320		16,966

Total assets		207,138,323		155,107,403

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		3,550,872		5,489,302
Payable to Sponsor		84,248		70,986

Total liabilities		3,635,120		5,560,288

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		203,503,203		149,547,115

Total liabilities and shareholders’ equity	$	207,138,323	$	155,107,403

Shares outstanding		8,451,317		3,876,317

Net asset value per share	$	24.08	$	38.58

Market value per share (Note 2)	$	24.02	$	38.61

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(49% of shareholders’ equity)
Federal Home Loan Discount Notes^{^^}:
3.345% due 04/01/19	$	25,000,000	$	24,998,325
U.S. Treasury Bills^{^^}:
2.478% due 04/25/19		20,000,000		19,968,934
2.462% due 05/09/19^†		55,000,000		54,862,698

Total short-term U.S. government and agency obligations (cost $99,829,728)			$	99,829,957

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - CBOE, expires April 2019		7,408	$	112,786,800	$	(2,758,289	)
VIX Futures - CBOE, expires May 2019		5,556		90,701,700		(1,143,057	)

					$	(3,901,346	)

†	All or partial amount pledged as collateral for futures contracts.

^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)


		Three Months Ended March 31,
		2019			2018
Investment Income
Interest		$	852,206		$	276,528

Expenses
Management fee			361,703			252,387
Brokerage commissions			12,435			71,299
Brokerage fees			1,366			268

Total expenses			375,504			323,954

Net investment income (loss)			476,702			(47,426	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts			(54,906,584	)		77,276,980
Short-term U.S. government and agency obligations	��		—			(1,993	)

Net realized gain (loss)			(54,906,584	)		77,274,987

Change in net unrealized appreciation/depreciation on
Futures contracts			(21,279,791	)		14,010,626
Short-term U.S. government and agency obligations			(4,440	)		9,255

Change in net unrealized appreciation/depreciation			(21,284,231	)		14,019,881

Net realized and unrealized gain (loss)			(76,190,815	)		91,294,868

Net income (loss)		$	(75,714,113	)	$	91,247,442

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	149,547,115		$	137,741,560

Addition of 6,225,000 and 1,875,000 shares, respectively		174,135,151			62,436,457
Redemption of 1,650,000 and 4,950,000 shares, respectively		(44,464,950	)		(179,040,135	)

Net addition (redemption) of 4,575,000 and (3,075,000) shares, respectively		129,670,201			(116,603,678	)

Net investment income (loss)		476,702			(47,426	)
Net realized gain (loss)		(54,906,584	)		77,274,987
Change in net unrealized appreciation/depreciation		(21,284,231	)		14,019,881

Net income (loss)		(75,714,113	)		91,247,442

Shareholders’ equity, end of period	$	203,503,203		$	112,385,324

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(75,714,113	)	$	91,247,442
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		(765,041,780	)		(1,094,786,505	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		780,650,000			1,181,914,328
Net amortization and accretion on short-term U.S. government and agency obligations		(657,615	)		(263,057	)
Net realized gain (loss) on investments		—			1,993
Change in unrealized appreciation/depreciation on investments		4,440			(9,255	)
Decrease (Increase) in receivable on futures contracts		40,296			498,525
Decrease (Increase) in interest receivable		(49,354	)		—
Increase (Decrease) in payable to Sponsor		13,262			(3,152	)
Increase (Decrease) in payable on futures contracts		(1,938,430	)		6,931,692

Net cash provided by (used in) operating activities		(62,693,294	)		185,532,011

Cash flow from financing activities
Proceeds from addition of shares		174,135,151			62,436,457
Payment on shares redeemed		(44,464,950	)		(179,328,978	)

Net cash provided by (used in) financing activities		129,670,201			(116,892,521	)

Net increase (decrease) in cash		66,976,907			68,639,490
Cash, beginning of period		39,393,419			3,715,132

Cash, end of period	$	106,370,326		$	72,354,622

See accompanying notes to financial statements.

PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION

   September 30, 2017
(unaudited)    December 31, 2016
Assets

Cash
   $ 59,037,500    $ 39,482,473
Segregated cash balances with brokers for futures contracts
   378,413,556    180,212,984
Segregated cash balances with brokers for forward agreements
   738,500    —
Short-term U.S. government and agency obligations (Note 3)
(cost $3,181,464,501 and $3,038,837,465, respectively)
   3,181,660,408    3,038,848,441
Unrealized appreciation on swap agreements
   40,796,900    55,358,571
Unrealized appreciation on forward agreements
   5,114,038    4,417,812
Unrealized appreciation on foreign currency forward contracts
   14,377,002    33,392,354
Receivable from capital shares sold
   17,433,038
—

Receivable on open futures contracts
   58,287,553    41,862,862
Offering costs (Note 5)
   142,300
—

Limitation by Sponsor
   37,387
—





Total assets
   3,756,038,182    3,393,575,497




Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed
   118,627,346    71,525,035
Payable on open futures contracts
   25,331,097    3,972,621
Brokerage commissions and fees payable

—

   2,909
Payable to Sponsor
   2,926,556    2,722,696
Payable for offering costs
   296,800
—

Unrealized depreciation on swap agreements
   13,678,377    12,206,881
Unrealized depreciation on forward agreements
   36,697,229    25,407,296
Unrealized depreciation on foreign currency forward contracts
   1,835,099    1,400,572




Total liabilities
   199,392,504    117,238,010




Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity
   3,556,645,678    3,276,337,487




Total liabilities and shareholders’ equity
   $ 3,756,038,182    $ 3,393,575,497




Shares outstanding
   118,168,916    90,235,707


	March 31, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $967,056,734 and $785,069,552, respectively)	$	967,038,886	$	785,085,860
Cash		628,754,130		729,259,407
Segregated cash balances with brokers for futures contracts		601,190,080		272,501,850
Segregated cash balances with brokers for forward agreements		—		37,374,000
Segregated cash balances with brokers for foreign currency forward contracts		19,262,000		6,057,000
Segregated cash balances with brokers for swap agreements		120,984,340		53,486,000
Unrealized appreciation on swap agreements		47,579,806		20,646,726
Unrealized appreciation on forward agreements		—		30,555,018
Unrealized appreciation on foreign currency forward contracts		3,216,370		1,023,384
Receivable from capital shares sold		13,449,744		54,572,979
Receivable on open futures contracts		114,120,668		79,899,070
Interest receivable		1,145,804		555,187

Total assets		2,516,741,828		2,071,016,481

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		25,824,668		11,136,094
Payable on open futures contracts		27,095,727		32,074,054
Payable to Sponsor		1,877,434		1,541,554
Unrealized depreciation on swap agreements		6,322,368		74,098,074
Unrealized depreciation on forward agreements		—		2,783,797
Unrealized depreciation on foreign currency forward contracts		1,075,795		5,407,883
Non-recurring fees and expenses payable		426,058		—

Total liabilities		62,622,050		127,041,456

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		2,454,119,778		1,943,975,025

Total liabilities and shareholders’ equity	$	2,516,741,828	$	2,071,016,481

Shares outstanding		82,317,767		75,842,768

See accompanying notes to financial statements.

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

(unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016* 2017 2016*
Investment Income

Interest
   $ 7,808,931 $ 2,361,927 $ 16,997,031 $ 6,523,319


Expenses

Management fee
   8,239,003 8,874,154 23,059,129 26,210,756
Brokerage commissions and fees
   2,698,871 1,837,843 6,069,898 5,741,230
Offering costs
   74,810 —   154,500 —
Limitation by Sponsor
   (12,787 ) —   (37,387 ) —
Reduction in Limitation by Sponsor
   5,818 —   —   —


Total expenses
   11,005,715 10,711,997 29,246,140 31,951,986


Net investment income (loss)
   (3,196,784 ) (8,350,070 ) (12,249,109 ) (25,428,667 )


Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts
   44,960,735 (616,625,175 ) (340,387,543 ) (1,157,016,680 )
Swap agreements
   20,685,901 (152,532,535 ) (72,778,431 ) (154,872,473 )
Forward agreements
   3,415,938 106,840,064 30,057,907 151,948,518
Foreign currency forward contracts
   (24,318,202 ) (38,012,183 ) (59,859,325 ) (143,336,227 )
Short-term U.S. government and agency obligations
   (11,633 ) 16,487 (60,265 ) (24,164 )


Net realized gain (loss)
   44,732,739 (700,313,342 ) (443,027,657 ) (1,303,301,026 )


Change in net unrealized appreciation/depreciation on

Futures contracts
   (4,409,373 ) 120,520,628 (8,069,381 ) (10,191,565 )
Swap agreements
   73,621,267 95,697,940 (16,033,167 ) 120,033,888
Forward agreements
   6,515,522 (82,379,401 ) (10,593,707 ) 5,120,239
Foreign currency forward contracts
   9,447,911 19,906,042 (19,449,879 ) 43,519,287
Short-term U.S. government and agency obligations
   119,011 136,969 184,931 279,499


Change in net unrealized appreciation/depreciation
   85,294,338 153,882,178 (53,961,203 ) 158,761,348


Net realized and unrealized gain (loss)
   130,027,077 (546,431,164 ) (496,988,860 ) (1,144,539,678 )


Net income (loss)
   $ 126,830,293 $ (554,781,234 ) $ (509,237,969 ) $ (1,169,968,345 )

*	The operations include the activity of ProShares Managed Futures Strategy through March 30, 2016, and ProShares Ultra Commodity Fund and ProShares UltraShort Commodity Fund through September 1, 2016 (dates of liquidation). See Note 1.


	Three Months Ended March 31,
	2019			2018
Investment Income
Interest	$	10,219,582		$	7,323,879

Expenses
Management fee		5,274,306			6,681,061
Brokerage commissions		936,604			2,396,743
Brokerage fees		1,457			27,057
Offering costs		—			105,643
Limitation by Sponsor		—			(27,133	)
Non-recurring fees and expenses		426,058			—

Total expenses		6,638,425			9,183,371

Net investment income (loss)		3,581,157			(1,859,492	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(141,653,019	)		(1,401,277,515	)
Swap agreements		13,166,837			77,107,796
Forward agreements		33,894,330			16,590,292
Foreign currency forward contracts		2,681,254			(29,052,582	)
Short-term U.S. government and agency obligations		247			(274,919	)

Net realized gain (loss)		(91,910,351	)		(1,336,906,928	)

Change in net unrealized appreciation/depreciation on
Futures contracts		26,001,240			30,095,501
Swap agreements		94,708,786			(22,549,918	)
Forward agreements		(27,771,221	)		(32,261,509	)
Foreign currency forward contracts		6,525,074			9,176,512
Short-term U.S. government and agency obligations		(34,156	)		242,534

Change in net unrealized appreciation/depreciation		99,429,723			(15,296,880	)

Net realized and unrealized gain (loss)		7,519,372			(1,352,203,808	)

Net income (loss)	$	11,100,529		$	(1,354,063,300	)

See accompanying notes to financial statements.

PROSHARES TRUST II

COMBINED ~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017~~

(unaudited)

Shareholders’ equity, at December 31, 2016
   $ 3,276,337,487
Addition of 196,810,016 shares
   7,589,000,140
Redemption of 168,876,807 shares
   (6,799,453,980 )


Net addition (redemption) of 27,933,209 shares
   789,546,160


Net investment income (loss)
   (12,249,109 )
Net realized gain (loss)
   (443,027,657 )
Change in net unrealized appreciation/depreciation
   (53,961,203 )


Net income (loss)
   (509,237,969 )


Shareholders’ equity, at September 30, 2017
   $ 3,556,645,678


	Three Months Ended March 31,
	2019			2018
Shareholders’ equity, beginning of period	$	1,943,975,025		$	2,947,278,212

Addition of 33,875,000 and 39,007,500 shares, respectively		1,207,988,688			3,383,378,775
Redemption of 27,400,001 and 41,050,378 shares, respectively		(708,944,464	)		(2,451,704,049	)

Net addition (redemption) of 6,474,999 and (2,042,878) shares, respectively		499,044,224			931,674,726

Net investment income (loss)		3,581,157			(1,859,492	)
Net realized gain (loss)		(91,910,351	)		(1,336,906,928	)
Change in net unrealized appreciation/depreciation		99,429,723			(15,296,880	)

Net income (loss)		11,100,529			(1,354,063,300	)

Shareholders’ equity, end of period	$	2,454,119,778		$	2,524,889,638

See accompanying notes to financial statements.

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

(unaudited)

   Nine Months Ended
September 30,
   2017 2016*
Cash flow from operating activities

Net income (loss)
   $ (509,237,969 ) $ (1,169,968,345 )
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
   (198,200,572 ) 114,083,793
Decrease (Increase) in segregated cash balances with brokers for swap agreements
   —   (27,493,000 )
Decrease (Increase) in segregated cash balances with brokers for forward agreements
   (738,500 ) (12,334,000 )
Decrease (Increase) in segregated cash balances with brokers for foreign currency forward contracts
   —   (17,077,000 )
Purchases of short-term U.S. government and agency obligations
   (15,422,910,140 ) (14,039,604,848 )
Proceeds from sales or maturities of short-term U.S government and agency obligations
   15,297,219,736 13,684,559,003
Net amortization and accretion on short-term U.S government and agency obligations
   (16,996,897 ) (6,517,397 )
Net realized gain (loss) on investments
   60,265 24,164
Change in unrealized appreciation/depreciation on investments
   45,891,822 (168,952,913 )
Decrease (Increase) in receivable from counterparty
   —   (17,625,333 )
Decrease (Increase) in receivable on futures contracts
   (16,424,691 ) 19,610,507
Decrease (Increase) in Limitation by Sponsor
   (37,387 ) —
Change in offering cost
   (142,300 ) —
Increase (Decrease) in payable to Sponsor
   203,860 24,225
Increase (Decrease) in brokerage commissions and fees payable
   (2,909 ) (24,694 )
Increase (Decrease) in payable for counterparty
   —   1,736,880
Increase (Decrease) in payable on futures contracts
   21,358,476 30,601,598
Increase (Decrease) in payable for offering costs
   296,800 —


Net cash provided by (used in) operating activities
   (799,660,406 ) (1,608,957,360 )


Cash flow from financing activities

Proceeds from addition of shares
   7,571,567,102 8,446,268,126
Payment on shares redeemed
   (6,752,351,669 ) (6,848,020,624 )


Net cash provided by (used in) financing activities
   819,215,433 1,598,247,502


Net increase (decrease) in cash
   19,555,027 (10,709,858 )
Cash, beginning of period
   39,482,599 48,049,225


Cash, end of period
   $ 59,037,626 $ 37,339,367

*	The operations include the activity of ProShares Managed Futures Strategy through March 30, 2016, and ProShares Ultra Commodity Fund and ProShares UltraShort Commodity Fund through September 1, 2016 (dates of liquidation). See Note 1.


	Three Months Ended March 31,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	11,100,529		$	(1,354,063,300	)
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		(18,090,778,820	)		(20,793,301,928	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		17,915,321,683			21,531,184,156
Net amortization and accretion on short-term U.S. government and agency obligations		(6,529,798	)		(6,770,497	)
Net realized gain (loss) on investments		(247	)		274,919
Change in unrealized appreciation/depreciation on investments		(73,428,483	)		45,392,381
Decrease (Increase) in receivable on futures contracts		(34,221,598	)		(58,652,375	)
Decrease (Increase) in receivable in Limitation by Sponsor		—			(27,133	)
Decrease (Increase) in interest receivable		(590,617	)		—
Amortization of offering costs		—			105,643
Increase (Decrease) in payable to Sponsor		335,880			(481,032	)
Increase (Decrease) in payable on futures contracts		(4,978,327	)		24,980,377
Increase (Decrease) in non-recurring fees and expenses payable		426,058			—

Net cash provided by (used in) operating activities		(283,343,740	)		(611,358,789	)

Cash flow from financing activities
Proceeds from addition of shares		1,249,111,923			3,384,222,145
Payment on shares redeemed		(694,255,890	)		(2,444,666,315	)

Net cash provided by (used in) financing activities		554,856,033			939,555,830

Net increase (decrease) in cash		271,512,293			328,197,041
Cash, beginning of period		1,098,678,257			483,772,745

Cash, end of period	$	1,370,190,550		$	811,969,786

See accompanying notes to financial statements.

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

~~September 30, 2017~~March 31, 2019

(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, 2017,~~March 31, 2019, the following twenty series of the Trust have commenced investment operations: (i) ProShares VIX Short-Term Futures ETF and ProShares VIXMid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”); (ii) 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”); (iii) ProShares UltraShort Bloomberg Crude Oil, ProShares UltraPro 3x Short Crude Oil ETF, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Crude Oil, ProShares UltraPro 3x Crude Oil ETF, , 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 (iv) 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, Inc. (“NYSE Arca”). The Leveraged Funds, the Short Euro Fund and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in these Notes to Financial Statements. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in these Notes to Financial Statements.

The Trust had no operations prior to November 24, 2008, other than matters relating to its organization, the registration of each series under the Securities Act of 1933, as amended, and the sale and issuance to ProShare Capital Management LLC (the “Sponsor”) of fourteen Shares at an aggregate purchase price of $350 in each of the following Funds: ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, 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,” “UltraPro Short Funds,” “Ultra Funds” or ~~“Ultra~~“UltraPro 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”~~Short Fund seeks daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to either one-half the inverse (-0.5x) or the inverse (-1x) of the daily performance of its corresponding benchmark. Each ~~“UltraShort”~~UltraShort Fund seeks daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to two times the inverse(-2x) of the daily performance of its corresponding benchmark. Each ~~“Ultra”~~UltraPro Short Fund seeks daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to three times the inverse (-3x) of the daily performance of its corresponding benchmark. Each Ultra Fund seeks daily investment results, before fees and expenses, that correspond to either one and one-half times (1.5x) or two times (2x) the daily performance of its corresponding benchmark. Each UltraPro Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results, ~~(before~~before fees and ~~expenses),~~expenses, both over a single day and over time, that match (1x) the performance of its corresponding benchmark. Daily performance is measured from the calculation of ~~one NAV~~each Fund’s net asset value (“NAV”) to the ~~next.~~Fund’s next NAV calculation.

The Geared Funds do not seek to achieve their stated investment ~~objective~~objectives 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., -0.5x, -1x,-2x, -3x, 1.5x, 2x or ~~2x)~~3x) of the period return of the corresponding benchmark and will likely differ significantly.

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, ~~2016 and~~2018. There were no Share splits or reverse Share splits for the Funds during

~~nine~~ the three months ended ~~September 30, 2017.~~March 31, 2019. 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 ~~UltraShort~~Ultra Bloomberg Natural Gas	~~July~~March 19, 2018	1-for-5 reverse Share split		March 20, ~~2016~~2018
ProShares UltraPro 3x Short Crude Oil ETF	~~3-for-1 Share split~~ March 19, 2018	~~July 25, 2016~~ 1-for-4 reverse Share split		March 20, 2018
ProShares Short VIX Short-Term Futures ETF	~~July 25, 2016~~ September 17, 2018	~~1-for-5~~1-for-4 reverse Share split	~~July 25, 2016~~	September 18, 2018
ProShares Ultra VIX Short-Term Futures ETF	~~July 25, 2016~~ September 17, 2018	1-for-5 reverse Share split	~~July 25, 2016~~
~~ProShares UltraShort Bloomberg Crude Oil~~ September 18, 2018	~~January 11, 2017~~	~~2-for-1~~ ~~Share split~~	~~January 12, 2017~~
~~ProShares Ultra Bloomberg Crude Oil~~	~~January 11, 2017~~	~~1-for-2~~ ~~reverse Share split~~	~~January 12, 2017~~
~~ProShares Ultra VIX Short-Term Futures ETF~~	~~January 11, 2017~~	~~1-for-5~~ ~~reverse Share split~~	~~January 12, 2017~~
~~ProShares Short VIX Short-Term Futures ETF~~	~~July 12, 2017~~	~~2-for-1~~ ~~Share split~~	~~July 17, 2017~~
~~ProShares VIX Short-Term Futures ETF~~	~~July 14, 2017~~	~~1-for-4~~ ~~reverse Share split~~	~~July 17, 2017~~
~~ProShares Ultra VIX Short-Term Futures ETF~~	~~July 14, 2017~~	~~1-for-4~~ ~~reverse Share split~~	~~July 17, 2017~~

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of the Funds, 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 splits were applied retroactively for all periods presented, increasing the number of Shares outstanding for each of the Funds, and resulted in a proportionate decrease in the price per Share and per Share information of each such Fund. Therefore, the splits 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.

The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and

with the instructions for Form10-Q and the rules and regulations of the ~~SEC.~~U.S. Securities and Exchange Commission (“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~~ 10-K/A for the year ended December 31, ~~2016,~~2018, as filed with the SEC on March ~~1, 2017.~~25, 2019.

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 of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 ~~U.S. Securities and Exchange Commission (“SEC”),~~SEC, audited 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, 2017,~~March 31, 2019 and 2018, and represents~~non-segregated~~ cash, segregated cash balances with brokers for futures contracts, segregated cash with ~~the custodian~~brokers for swap agreements, segregated cash with brokers for forward agreements, and segregated cash with brokers for foreign currency forward agreements but does not include short-term investments.

Final Net Asset Value for Fiscal Period

Thecut-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~~three months ended ~~September 30, 2017~~March 31, 2019 were typically as follows. All times are Eastern Standard Time:

Fund

Create/Redeem
Cut-off*

NAV Calculation
Time

NAV
Calculation Date

UltraShort Silver, Ultra Silver

1:00 p.m.

~~6:30 a.m.~~

1:25 p.m.

~~7:00 a.m.~~

~~September 30, 2017~~March 29, 2019

UltraShort Gold, Ultra Gold

1:00 p.m.

1:30 ~~a.m.~~p.m.

~~10:00 a.m.~~

~~September 30, 2017~~March 29, 2019

UltraShort Bloomberg Crude Oil,

Ultra Bloomberg Crude Oil

2:00 p.m.

2:30 p.m.

~~September 30, 2017~~March 29, 2019

UltraPro 3x Short Crude Oil ETF,

UltraPro 3x Crude Oil ETF,

UltraShort Bloomberg Natural Gas,

Ultra Bloomberg Natural Gas

2:00 p.m.

2:30 p.m.

~~September 30, 2017~~March 29, 2019

UltraShort Australian Dollar

3:00 p.m.

4:00 p.m.

~~September 30, 2017~~March 29, 2019

Short Euro,

~~3:00 p.m.~~

~~4:00 p.m.~~

~~September 30, 2017~~

~~UltraShort Euro,~~

~~Ultra Euro~~

UltraShort ~~Yen,~~

~~Ultra Yen~~Euro,

Ultra Euro

3:00 p.m.

4:00 p.m.

March 29, 2019

~~September 30, 2017~~

UltraShort Yen,

Ultra Yen

3:00 p.m.

4:00 p.m.

March 29, 2019

VIX Short-Term Futures ETF,

Ultra VIX Short-Term Futures ETF,

Short VIX Short-Term Futures ETF

2:00 p.m.

4:15 p.m.

~~September 30, 2017~~March 29, 2019

VIXMid-Term Futures ETF

2:00 p.m.

4:15 p.m.

~~September 30, 2017~~March 29, 2019

*	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~~three months ended ~~September 30, 2017.~~March 31, 2019.

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~~three months ended ~~September 30, 2017.~~March 31, 2019.

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.~~(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 generally 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 generally 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 fornon-exchange-traded~~ ~~derivatives, the~~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.~~position. 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~~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.~~adopted. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

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

Fair Value of Financial Instruments

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

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

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

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

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, 2017~~March 31, 2019 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
VIX Short-Term Futures ETF
   $ 186,716,429    $ (18,329,321 ) $ —   $ —   $ —   $ 168,387,108
VIXMid-Term Futures ETF
   35,955,278    (1,941,640 ) —   —   —   34,013,638
Short VIX Short-Term Futures ETF
   770,134,521    94,244,035 —   —   —   864,378,556
Ultra VIX Short-Term Futures ETF
   521,315,100    (101,763,031 ) —   —   —   419,552,069
UltraShort Bloomberg Crude Oil
   246,666,306    (5,367,489 ) —   —   (13,678,377 ) 227,620,440
UltraPro 3X Short Crude Oil ETF
   —      (2,423,370 ) —   —   —   (2,423,370 )
UltraShort Bloomberg Natural Gas
   2,998,697    348,521 —   —   —   3,347,218
UltraShort Gold
   34,940,087    (9,540 ) 2,961,605 —   —   37,892,152
UltraShort Silver
   17,966,229    4,940 2,152,433 —   —   20,123,602
Short Euro
   5,998,433    106,206 —   —   —   6,104,639
UltraShort Australian Dollar
   7,997,911    379,490 —   —   —   8,377,401
UltraShort Euro
   219,684,550    —   —   3,899,693 —   223,584,243
UltraShort Yen
   137,818,917    —   —   9,246,879 —   147,065,796
Ultra Bloomberg Crude Oil
   562,359,737    13,817,653 —   —   40,796,900 616,974,290
UltraPro 3X Crude Oil ETF
   —      1,272,779 —   —   —   1,272,779
Ultra Bloomberg Natural Gas
   42,919,932    (971,690 ) —   —   —   41,948,242
Ultra Gold
   101,900,580    9,520 (8,453,427 ) —   —   93,456,673
Ultra Silver
   270,629,525    (4,940 ) (28,243,802 ) —   —   242,380,783
Ultra Euro
   10,995,765    —   —   (209,360 ) —   10,786,405
Ultra Yen
   4,662,411    —   —   (395,309 ) —   4,267,102




Total Trust
   $ 3,181,660,408    $ (20,627,877 ) $ (31,583,191 ) $ 12,541,903 $ 27,118,523 $ 3,169,109,766


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
Fund	Short-Term U.S. Government and Agencies		Futures Contracts^*			Foreign Currency Forward Contracts			Swap Agreements			Total
ProShares Short Euro	$	3,999,732	$	160,856		$	—		$	—		$	4,160,588
ProShares Short VIX Short-Term Futures ETF		79,994,640		8,100,619			—			—			88,095,259
ProShares Ultra Bloomberg Crude Oil		279,586,291		10,284,066			—			46,312,871			336,183,228
ProShares Ultra Bloomberg Natural Gas		10,993,211		21,777			—			—			11,014,988
ProShares Ultra Euro		999,328		—			(167,538	)		—			831,790
ProShares Ultra Gold		49,960,295		(205,361	)		—			719,893			50,474,827
ProShares Ultra Silver		103,899,800		(657,796	)		—			412,579			103,654,583
ProShares Ultra VIX Short-Term Futures ETF		119,991,960		(8,011,390	)		—			134,463			112,115,033
ProShares Ultra Yen		—		—			64,514			—			64,514
ProShares UltraPro 3x Crude Oil ETF		60,908,183		40,705,393			—			—			101,613,576
ProShares UltraPro 3x Short Crude Oil ETF		2,999,799		(2,476,878	)		—			—			522,921
ProShares UltraShort Australian Dollar		—		(65,390	)		—			—			(65,390	)
ProShares UltraShort Bloomberg Crude Oil		21,991,264		(2,958,761	)		—			(6,039,390	)		12,993,113
ProShares UltraShort Bloomberg Natural Gas		999,933		521,444			—			—			1,521,377
ProShares UltraShort Euro		78,955,974		—			2,933,626			—			81,889,600
ProShares UltraShort Gold		2,998,589		37,434			—			(182,087	)		2,853,936
ProShares UltraShort Silver		2,999,799		398,608			—			(100,891	)		3,297,516
ProShares UltraShort Yen		35,930,801		—			(690,027	)		—			35,240,774
ProShares VIX Mid-Term Futures ETF		9,999,330		(2,667,673	)		—			—			7,331,657
ProShares VIX Short-Term Futures ETF		99,829,957		(3,901,346	)		—			—			95,928,611

Total Trust	$	967,038,886	$	39,285,602		$	2,140,575		$	41,257,438		$	1,049,722,501

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the ~~Schedules~~Schedule 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, 2017, 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, 2017, there were no significant transfers in or out of Level I and Level II fair value measurements.~~

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

The following table summarizes the valuation of investments at December 31, ~~2016~~2018 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
VIX Short-Term Futures ETF
   $ 147,991,233    $ (468,652 ) $ —   $ —   $ —   $ 147,522,581
VIXMid-Term Futures ETF
   45,486,235    (1,288,245 ) —   —   —   44,197,990
Short VIX Short-Term Futures ETF
   170,396,436    (10,309,611 ) —   —   —   160,086,825
Ultra VIX Short-Term Futures ETF
   434,671,795    (7,972,237 ) —   —   —   426,699,558
UltraShort Bloomberg Crude Oil
   205,694,385    (1,426,815 ) —   —   (12,206,881 ) 192,060,689
UltraShort Bloomberg Natural Gas
   2,899,151    (482,031 ) —   —   —   2,417,120
UltraShort Gold
   60,540,555    18,980 3,033,566 —   —   63,593,101
UltraShort Silver
   21,550,319    27,310 1,384,246 —   —   22,961,875
Short Euro
   13,164,828    132,900 —   —   —   13,297,728
UltraShort Australian Dollar
   12,909,619    1,182,340 —   —   —   14,091,959
UltraShort Euro
   337,375,787    —   —   16,162,931 —   353,538,718
UltraShort Yen
   257,102,313    —   —   16,744,937 —   273,847,250
Ultra Bloomberg Crude Oil
   885,050,007    5,537,165 —   —   55,358,571 945,945,743
Ultra Bloomberg Natural Gas
   36,183,648    2,536,720 —   —   —   38,720,368
Ultra Gold
   95,356,621    (18,960 ) (4,431,107 ) —   —   90,906,554
Ultra Silver
   295,300,799    (27,360 ) (20,976,189 ) —   —   274,297,250
Ultra Euro
   11,891,831    —   —   (574,010 ) —   11,317,821
Ultra Yen
   5,282,879    —   —   (342,076 ) —   4,940,803




Total Trust
   $ 3,038,848,441    $ (12,558,496 ) $ (20,989,484 ) $ 31,991,782 $ 43,151,690 $ 3,080,443,933


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
Fund	Short-Term U.S. Government and Agencies		Futures Contracts^*			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
ProShares Short Euro	$	599,429	$	(43,281	)	$	—		$	—		$	—		$	556,148
ProShares Short VIX Short-Term Futures ETF		—		(14,476,201	)		—			—			—			(14,476,201	)
ProShares Ultra Bloomberg Crude Oil		280,502,900		(14,040,301	)		—			—			(72,767,125	)		193,695,474
ProShares Ultra Bloomberg Natural Gas		8,380,427		(10,323,163	)		—			—			—			(1,942,736	)
ProShares Ultra Euro		1,496,658		—			—			57,938			—			1,554,596
ProShares Ultra Gold		41,941,734		72,670			4,253,301			—			—			46,267,705
ProShares Ultra Silver		123,795,806		340,736			26,301,717			—			—			150,438,259
ProShares Ultra VIX Short-Term Futures ETF		—		32,503,965			—			—			(1,330,949	)		31,173,016
ProShares Ultra Yen		—		—			—			177,111			—			177,111
ProShares UltraPro 3x Crude Oil ETF		20,979,876		(23,451,361	)		—			—			—			(2,471,485	)
ProShares UltraPro 3x Short Crude Oil ETF		—		7,019,475			—			—			—			7,019,475
ProShares UltraShort Australian Dollar		299,537		511,825			—			—			—			811,362
ProShares UltraShort Bloomberg Crude Oil		27,967,534		3,272,155			—			—			20,646,726			51,886,415
ProShares UltraShort Bloomberg Natural Gas		299,714		10,837,989			—			—			—			11,137,703
ProShares UltraShort Euro		121,801,685		—			—			(1,495,804	)		—			120,305,881
ProShares UltraShort Gold		3,989,563		(31,780	)		(990,786	)		—			—			2,966,997
ProShares UltraShort Silver		3,294,766		(44,917	)		(1,793,011	)		—			—			1,456,838
ProShares UltraShort Yen		34,951,229		—			—			(3,123,744	)		—			31,827,485
ProShares VIX Mid-Term Futures ETF		—		3,758,106			—			—			—			3,758,106
ProShares VIX Short-Term Futures ETF		114,785,002		17,378,445			—			—			—			132,163,447

Total Trust	$	785,085,860	$	13,284,362		$	27,771,221		$	(4,384,499	)	$	(53,451,348	)	$	768,305,596

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

~~At December 31, 2016, 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, 2016, 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~~

Interest income is recognized on ~~short-term securities purchased are amortized~~an accrual basis and includes, where applicable, the amortization of premium or discount, and is reflected as Interest Income in the ~~Statements~~Statement 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 would also be borne by the Funds. Brokerage commissions on futures contracts are recognized on a half-turn basis (e.g., the first half is recognized when the contract is purchased (opened) and the second half is recognized when the transaction is ~~closed.~~closed). The Sponsor 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.~~(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~~monitors 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.

~~New Accounting Pronouncements~~

~~In November 2016, the FASB issued Accounting Standards UpdateNo. 2016-18,~~ ~~“Statement of Cash Flows (Topic 230): Restricted~~

~~Cash” (“ASU2016-18”),~~ ~~which amends ASC 230 to provide guidance on the classification and presentation of changes in restricted~~

~~cash and restricted cash equivalents on the statement of cash flows. The ASU is effective for annual periods beginning after~~

~~December 15, 2017, and interim periods within those annual periods. At this time, management is evaluating the implications of these~~

~~changes on the financial statements.~~

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, futures, 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~~objectives 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 may 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,~~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~~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~~credit risk resides with the Funds’ clearing broker or clearinghouse ~~as counterparty to all exchange-traded futures contracts, guarantees the futures contracts against default.~~itself. 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,~~Index, currency or commodity, or to create an economic hedge against a position. Swap agreements aretwo-party contracts that have traditionally been entered into primarily with institutional investors inover-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~~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, an Ultra Fund, or an ~~Ultra~~UltraPro Fund, the Matching VIX Fund, Ultra Fund, or ~~Ultra~~UltraPro 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, an UltraShort Fund, or an ~~UltraShort~~UltraPro Short Fund, the Short Fund, UltraShort Fund, or ~~UltraShort~~UltraPro Short 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~~OTC 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~~OTC 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.~~a third party 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~~Swap 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 to 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~~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~~March 31, 2019 contractually terminate within one month but may be terminated without penalty by either party daily. Upon termination, the Fund is ~~entitled~~obligated 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~~OTC derivative transactions is held for the benefit of the counterparty in a segregatedtri-party account at the Custodian to protect the counterparty againstnon-payment by the Funds. The collateral held in this account is restricted as to its use. 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~~OTC 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~~a bankruptcy of a counterparty, ~~the~~such 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,~~March 31, 2019, 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 dailymarking-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~~contracts 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 regulatesnon-deliverable forwards (including deliverable forwards where the parties do not take delivery). Certainnon-deliverable forward contracts, such asnon-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~~increased reporting requirements.

The Funds may collateralize ~~uncleared~~OTC 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 segregatedtri-party account at ~~the Custodian~~a third party custodian to protect the counterparty againstnon-payment by the Funds. The collateral held in this account is restricted as to its use. 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, 2017,~~March 31, 2019, 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          Statements of
accounted for    Financial          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 VIXMid-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*


Fair Value of Derivative Instruments as of March 31, 2019
		Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Fund	Statements of Financial Condition Location	Unrealized Appreciation			Statements of Financial Condition Location	Unrealized Depreciation
VIX Futures Contracts		Receivables on open futures contracts, unrealized appreciation on swap agreements				Payable on open futures contracts, unrealized depreciation on swap agreements
	ProShares Short VIX Short-Term Futures ETF		$	8,100,619	^*		$	—
	ProShares Ultra VIX Short-Term Futures ETF			134,463	^*			8,011,390	^*
	ProShares VIX Mid-Term Futures ETF			—				2,667,673	^*
	ProShares VIX Short-Term Futures ETF			—				3,901,346	^*
Commodities Contracts		Receivables on open futures contracts and/or unrealized appreciation on swap agreements				Payable on open futures contracts and/or unrealized depreciation on swap agreements
	ProShares Ultra Bloomberg Crude Oil			56,596,937	^*			—
	ProShares Ultra Bloomberg Natural Gas			21,777	^*			—
	ProShares Ultra Gold			719,893	^*			205,361	^*
	ProShares Ultra Silver			412,579	^*			657,796	^*
	ProShares UltraPro 3x Crude Oil ETF			40,705,393	^*			—
	ProShares UltraPro 3x Short Crude Oil ETF			—				2,476,878	^*
	ProShares UltraShort Bloomberg Crude Oil			—				8,998,151	^*
	ProShares UltraShort Bloomberg Natural Gas			521,444	^*			—
	ProShares UltraShort Gold			37,434	^*			182,087	^*
	ProShares UltraShort Silver			398,608	^*			100,891	^*
Foreign Exchange Contracts		Unrealized appreciation on foreign currency forward contracts, and/or receivables on open futures contracts				Unrealized depreciation on foreign currency forward contracts, and/or payable on open futures contracts
	ProShares Short Euro			160,856	^*			—
	ProShares Ultra Euro			1,894				169,432
	ProShares Ultra Yen			64,772				258
	ProShares UltraShort Australian Dollar			—				65,390	^*
	ProShares UltraShort Euro			3,149,704				216,078
	ProShares UltraShort Yen			—				690,027

		Total Trust	$	111,026,373	^*		$	28,342,758	^*

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

~~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 VIXMid-Term Futures ETF
   68,375 *
ProShares VIXMid-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 *


Fair Value of Derivative Instruments as of December 31, 2018
		Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Fund	Statements of Financial Condition Location	Unrealized Appreciation			Statements of Financial Condition Location	Unrealized Depreciation
VIX Futures Contracts		Receivables on open futures contracts, unrealized appreciation on swap agreements				Payable on open futures contracts, unrealized depreciation on swap agreements
	ProShares Short VIX Short-Term Futures ETF		$	910,460	^*		$	15,386,661	^*
	ProShares Ultra VIX Short-Term Futures ETF			33,798,582	^*			2,625,566	^*
	ProShares VIX Mid-Term Futures ETF			3,888,156	^*			130,050	^*
	ProShares VIX Short-Term Futures ETF			18,392,959	^*			1,014,514	^*
Commodities Contracts		Receivables on open futures contracts, unrealized appreciation on swap and/or forward agreements				Payable on open futures contracts, unrealized depreciation on swap and/or forward agreements
	ProShares Ultra Bloomberg Crude Oil			—				86,807,426	^*
	ProShares Ultra Bloomberg Natural Gas			—				10,323,163	^*
	ProShares Ultra Gold			4,325,971	^*			—
	ProShares Ultra Silver			26,642,453	^*			—
	ProShares UltraPro 3x Crude Oil ETF			—				23,451,361	^*
	ProShares UltraPro 3x Short Crude Oil ETF			7,019,475	^*			—
	ProShares UltraShort Bloomberg Crude Oil			23,918,881	^*			—
	ProShares UltraShort Bloomberg Natural Gas			10,837,989	^*			—
	ProShares UltraShort Gold			—				1,022,566	^*
	ProShares UltraShort Silver			—				1,837,928	^*
Foreign Exchange Contracts		Unrealized appreciation on foreign currency forward contracts, and/or receivables on open futures contracts				Unrealized depreciation on foreign currency forward contracts, and/or payable on open futures contracts
	ProShares Short Euro			—				43,281	^*
	ProShares Ultra Euro			61,971				4,033
	ProShares Ultra Yen			179,187				2,076
	ProShares UltraShort Australian Dollar			511,825	^*			—
	ProShares UltraShort Euro			104,074				1,599,878
	ProShares UltraShort Yen			678,152				3,801,896

		Total Trust	$	131,270,135	^*		$	148,050,399	^*

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

~~The Effect of Derivative Instruments on the Statements of Operations~~


The Effect of Derivative Instruments on the Statement of Operations For the three months ended March 31, 2019
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 and/or swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and/or swap agreements
		ProShares Short VIXShort-Term Futures ETF	$	59,105,354		$	22,576,820
		ProShares Ultra VIXShort-Term Futures ETF		(195,223,341	)		(39,049,943	)
		ProShares VIXMid-Term Futures ETF		(4,202,020	)		(6,425,779	)
		ProShares VIXShort-Term Futures ETF		(54,906,584	)		(21,279,791	)
Commodities Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and swap agreements
		ProShares Ultra Bloomberg Crude Oil		76,523,157			143,404,363
		ProShares Ultra Bloomberg Natural Gas		(13,301,838	)		10,344,940
		ProShares Ultra Gold		4,092,585			(3,811,439	)
		ProShares Ultra Silver		13,301,791			(26,887,670	)
		ProShares UltraPro 3x Crude Oil ETF		22,272,869			64,156,754
		ProShares UltraPro 3x Short Crude Oil ETF		(2,268,796	)		(9,496,353	)
		ProShares UltraShort Bloomberg Crude Oil		(9,155,159	)		(32,917,032	)
		ProShares UltraShort Bloomberg Natural Gas		11,319,325			(10,316,545	)
		ProShares UltraShort Gold		(1,168,904	)		877,913
		ProShares UltraShort Silver		(1,390,142	)		2,135,645
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		147,106			204,137
		ProShares Ultra Euro		(227,273	)		(225,476	)
		ProShares Ultra Yen		(77,307	)		(112,597	)
		ProShares UltraShort Australian Dollar		262,745			(577,215	)
		ProShares UltraShort Euro		3,329,242			4,429,430
		ProShares UltraShort Yen		(343,408	)		2,433,717

		Total Trust	$	(91,910,598	)	$	99,463,879

~~For the three months ended September 30, 2017~~


The Effect of Derivative Instruments on the Statement of Operations For the three months ended March 31, 2018
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 and/or swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and/or swap agreements
		ProShares Short VIX Short-Term Futures ETF	$	(1,883,525,731)	$	(53,802,405)
		ProShares Ultra VIX Short-Term Futures ETF		416,609,780		67,456,488
		ProShares VIX Mid-Term Futures ETF		3,720,436		4,917,565
		ProShares VIX Short-Term Futures ETF		77,276,980		14,010,626
Commodities 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 Ultra Bloomberg Crude Oil		112,517,891		(38,543,738)
		ProShares Ultra Bloomberg Natural Gas		1,134,812		(4,974,441)
		ProShares Ultra Gold		8,655,275		(5,020,692)
		ProShares Ultra Silver		12,801,743		(31,850,052)
		ProShares UltraPro 3x Crude Oil ETF		1,620,825		1,585,957
		ProShares UltraPro 3x Short Crude Oil ETF		(4,675,967)		(746,983)
		ProShares UltraShort Bloomberg Crude Oil		(48,096,150)		15,281,931
		ProShares UltraShort Bloomberg Natural Gas		746,971		932,004
		ProShares UltraShort Gold		(3,269,875)		1,905,939
		ProShares UltraShort Silver		(1,596,841)		2,703,276
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		(379,586)		237,219
		ProShares Ultra Euro		800,513		(482,219)
		ProShares Ultra Yen		322,550		(11,801)
		ProShares UltraShort Australian Dollar		(1,119,990)		1,191,380
		ProShares UltraShort Euro		(18,923,242)		10,086,629
		ProShares UltraShort Yen		(11,252,403)		(416,097)

		Total Trust	$	(1,336,632,009)	$	(15,539,414)

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 VIXMid-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 VIXMid-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 VIXMid-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 VIXMid-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.~~March 31, 2019.

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

Fair Values of Derivative Instruments as of March 31, 2019


	Assets						Liabilities
Fund	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 Ultra Bloomberg Crude Oil
Swap agreements	$	46,312,871	$	—	$	46,312,871	$	—	$	—	$	—
ProShares Ultra Euro
Foreign currency forward contracts		1,894		—		1,894		169,432		—		169,432
ProShares Ultra Gold
Swap agreements		719,893		—		719,893		—		—		—
ProShares Ultra Silver
Swap agreements		412,579		—		412,579		—		—		—
ProShares Ultra VIX Short-Term Futures ETF
Swap agreements		134,463		—		134,463		—		—		—
ProShares Ultra Yen
Foreign currency forward contracts		64,772		—		64,772		258		—		258
ProShares UltraShort Bloomberg Crude Oil
Swap agreements		—		—		—		6,039,390		—		6,039,390
ProShares UltraShort Euro
Foreign currency forward contracts		3,149,704		—		3,149,704		216,078		—		216,078
ProShares UltraShort Gold
Swap agreements		—		—		—		182,087		—		182,087
ProShares UltraShort Silver
Swap agreements		—		—		—		100,891		—		100,891
ProShares UltraShort Yen
Foreign currency forward contracts		—		—		—		690,027		—		690,027

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at ~~September 30, 2017.~~March 31, 2019. 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 beun-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 )


Gross Amounts Not Offset in the Statements of Financial Condition as of March 31, 2019
	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 Ultra Bloomberg Crude Oil
Citibank, N.A.	$	13,531,815		$	—		$	(10,600,000	)	$	2,931,815
Goldman Sachs International		9,321,563			(7,312,098	)		—			2,009,465
Royal Bank of Canada		9,581,950			—			—			9,581,950
Societe Generale		3,690,633			(3,146,234	)		—			544,399
UBS AG		10,186,910			(8,248,663	)		—			1,938,247
ProShares Ultra Euro
Goldman Sachs International		(76,740	)		—			76,740			—
UBS AG		(90,798	)		—			90,798			—
ProShares Ultra Gold
Citibank, N.A.		408,352			—			(300,000	)		108,352
Goldman Sachs International		157,215			(45,567	)		—			111,648
UBS AG		154,326			(154,326	)		—			—
ProShares Ultra Silver
Citibank, N.A.		60,451			—			—			60,451
Goldman Sachs International		165,212			—			—			165,212
UBS AG		186,916			(186,916	)		—			—
ProShares Ultra VIX Short-Term Futures ETF
Goldman Sachs International		134,463			—			—			134,463
ProShares Ultra Yen
Goldman Sachs International		17,104			—			—			17,104
UBS AG		47,410			—			—			47,410
ProShares UltraShort Bloomberg Crude Oil
Citibank, N.A.		(2,051,058	)		2,051,058			—			—
Goldman Sachs International		(1,190,423	)		—			1,190,423			—
Royal Bank of Canada		(1,109,781	)		553,781			556,000			—
Societe Generale		(531,423	)		531,423			—			—
UBS AG		(1,156,705	)		—			1,156,705			—
ProShares UltraShort Euro
Goldman Sachs International		1,481,164			(1,402,579	)		—			78,585
UBS AG		1,452,462			(1,360,332	)		—			92,130
ProShares UltraShort Gold
Citibank, N.A.		(112,755	)		—			—			112,755
Goldman Sachs International		(37,773	)		—			37,773			—
UBS AG		(31,559	)		—			31,559			—
ProShares UltraShort Silver
Citibank, N.A.		(65,595	)		—			65,595			—
Goldman Sachs International		(27,529	)		—			27,529			—
UBS AG		(7,767	)		—			7,767			—
ProShares UltraShort Yen
Goldman Sachs International		(354,836	)		—			354,836			—
UBS AG		(335,191	)		295,191			40,000			—

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:~~2018:

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

Fair Values of Derivative Instruments as of December 31, 2018


	Assets						Liabilities
Fund	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 Ultra Bloomberg Crude Oil
Swap agreements	$	—	$	—	$	—	$	72,767,125	$	—	$	72,767,125
ProShares Ultra Euro
Foreign currency forward contracts		61,971		—		61,971		4,033		—		4,033
ProShares Ultra Gold
Forward agreements		4,253,301		—		4,253,301		—		—		—
ProShares Ultra Silver
Forward agreements		26,301,717		—		26,301,717		—		—		—
ProShares Ultra VIX Short-Term Futures ETF
Swap agreements		—		—		—		1,330,949		—		1,330,949
ProShares Ultra Yen
Foreign currency forward contracts		179,187		—		179,187		2,076		—		2,076
ProShares UltraShort Bloomberg Crude Oil
Swap agreements		20,646,726		—		20,646,726		—		—		—
ProShares UltraShort Euro
Foreign currency forward contracts		104,074		—		104,074		1,599,878		—		1,599,878
ProShares UltraShort Gold
Forward agreements		—		—		—		990,786		—		990,786
ProShares UltraShort Silver
Forward agreements		—		—		—		1,793,011		—		1,793,011
ProShares UltraShort Yen
Foreign currency forward contracts		678,152		—		678,152		3,801,896		—		3,801,896

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at December 31, ~~2016.~~2018. 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 beun-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 —   —


Gross Amounts Not Offset in the Statements of Financial Condition as of December 31, 2018
	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 Ultra Bloomberg Crude Oil
Citibank, N.A.	$	(22,752,565	)	$	20,667,565		$	2,085,000		$	—
Goldman Sachs International		(15,691,687	)		10,417,687			5,274,000			—
Royal Bank of Canada		(13,836,386	)		13,836,386			—			—
Societe Generale		(5,206,589	)		1,491,589			3,715,000			—
UBS AG		(15,279,898	)		15,156,898			123,000			—
ProShares Ultra Euro
Goldman Sachs International		26,209			—			—			26,209
UBS AG		31,729			—			—			31,729
ProShares Ultra Gold
Citibank, N.A.		1,682,026			(1,682,026	)		—			—
Goldman Sachs International		1,223,528			(1,223,528	)		—			—
Societe Generale		61,260			—			—			61,260
UBS AG		1,286,487			(1,286,487	)		—			—
ProShares Ultra Silver
Citibank, N.A.		9,662,061			(8,053,860	)		—			1,608,201
Goldman Sachs International		8,418,745			(1,655,971	)		—			6,762,774
Societe Generale		118,797			—			—			118,797
UBS AG		8,102,114			(6,971,401	)		—			1,130,713
ProShares Ultra VIX Short-Term Futures ETF
Goldman Sachs International		(1,330,949	)		—			1,330,949			—
ProShares Ultra Yen
Goldman Sachs International		73,705			—			—			73,705
UBS AG		103,406			—			—			103,406
ProShares UltraShort Bloomberg Crude Oil
Citibank, N.A.		8,336,367			(8,336,367	)		—			—
Goldman Sachs International		2,752,372			(2,752,372	)		—			—
Royal Bank of Canada		4,237,960			—			(4,237,960	)		—
Societe Generale		1,891,050			(1,891,050	)		—			—
UBS AG		3,428,977			(3,428,977	)		—			—
ProShares UltraShort Euro
Goldman Sachs International		(610,002	)		610,002			—			—
UBS AG		(885,802	)		—			885,802			—
ProShares UltraShort Gold
Citibank, N.A.		(380,655	)		119,655			261,000			—
Goldman Sachs International		(258,134	)		—			258,134			—
Societe Generale		(63,076	)		—			63,076			—
UBS AG		(288,921	)		—			288,921			—
ProShares UltraShort Silver
Citibank, N.A.		(566,050	)		—			566,050			—
Goldman Sachs International		(605,756	)		—			605,756			—
Societe Generale		(119,953	)		—			119,953			—
UBS AG		(501,252	)		—			501,252			—
ProShares UltraShort Yen
Goldman Sachs International		(1,425,071	)		—			1,425,071			—
UBS AG		(1,698,673	)		1,571,673			127,000			—

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 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 and will reimburse 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 trading advisory services ~~as commodity pool operator,~~ and ~~for managing~~ the ~~business and affairs of~~other services provided to the ~~Funds.~~Fund that the Sponsor pays directly. 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, (i) the Administrator, Custodian, Distributor, ProFunds Distributors, Inc. (“PDI”), an affiliated broker-dealer of the Sponsor, Transfer Agent, accounting and auditing fees and expenses, (ii) any ~~index~~Index licensors for the ~~Funds,~~Funds; and (iii) the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of its trading operations. Fees associated with a Fund’s trading operations ~~including, but not limited to,~~may include 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 ScheduleK-1 preparation and mailing fees not exceeding 0.10% per annum of the net assets of a Fund, and report preparation and mailing expenses.

Non-Recurring Fees and Expenses

Each Fund pays all itsnon-recurring and unusual fees and expenses, if any, as determined by the Sponsor.Non-recurring and unusual fees and expenses are fees and expenses that 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~~Bank of ~~each Fund, has appointed Brown Brothers Harriman & Co.~~New York Mellon (“~~BBH&Co.”~~BNY Mellon”) serves as the Administrator of the ~~Funds, and the Sponsor, and the~~Funds. The Trust, on its own behalf and on behalf of each Fund, and ~~BBH&Co.~~BNY Mellon have entered into an ~~Administrative Agency Agreement~~administration and accounting agreement (the “Administration and Accounting Agreement”) in connection therewith. Pursuant to the terms of the Administration and Accounting Agreement and under the supervision and direction of the Sponsor and the Trust, ~~BBH&Co.~~BNY Mellon prepares and files certain regulatory filings on behalf of the Funds. ~~BBH&Co.~~BNY Mellon may also perform other services for the Funds pursuant to the Administration and Accounting Agreement as mutually agreed upon by the Sponsor, the Trust and ~~BBH&Co.~~BNY Mellon 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.

Brown Brothers Harriman & Co. (“BBH&Co.”) served as administrator of the Funds and the Trust until replaced by BNY Mellon on October 1, 2018.

The Custodian

~~BBH&Co.~~BNY Mellon serves as the Custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund, and ~~BBH&Co.~~BNY Mellon have entered into a ~~Custodian Agreement~~custody agreement (the “Custody Agreement”) in connection therewith. Pursuant to the terms of the ~~Custodian~~Custody Agreement, ~~BBH&Co.~~BNY Mellon 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.~~BNY Mellon by the Funds. The Custodian’s fees are paid on behalf of the Funds by the Sponsor.

BBH&Co. served as custodian of the Funds and the Trust until replaced by BNY Mellon on October 1, 2018.

The Transfer Agent

BNY Mellon serves as the Transfer Agent of the Funds for Authorized Participants and has entered into a transfer agency and service agreement (the “Transfer Agency and Service Agreement”). Pursuant to the terms of the Transfer Agency and Service Agreement, BNY Mellon is responsible for processing purchase and redemption orders and maintaining records of ownership of the Funds. The Transfer Agent Fees are paid on behalf of the Funds by the Sponsor.

BBH&Co. served as transfer agent of the Funds and the Trust until replaced by BNY Mellon on October 1, 2018.

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. The Sponsor pays SEI for performing its duties on behalf of the Funds.

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 will not charge its Management Fee in the first year of operations of a Fund in an amount equal to the offering costs.~~ Normal and expected expenses incurred in connection with the continuous offering of Shares of a 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 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—~~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~~governed by the terms of the Authorized Participant Agreement and Authorized Participant Procedures 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 with the relevant fund 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~~(typically $250) in connection with each order to create or redeem a Creation Unit in order to compensate ~~BBH&Co.,~~BNY Mellon, 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.

Transaction fees for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 which are included in the Addition and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:

Fund    Three Months Ended
September 30, 2017    Nine Months Ended
September 30, 2017
VIX Short-Term Futures ETF
   $ 49,381    $ 115,876
VIXMid-Term Futures ETF
   5,298    8,510
Short VIX Short-Term Futures ETF
   337,623    763,477
Ultra VIX Short-Term Futures ETF
   385,071    837,558
UltraShort Bloomberg Crude Oil
   54,276    172,684
UltraPro 3X Short Crude Oil ETF
   4,627    7,826
UltraShort Bloomberg Natural Gas
   1,138    1,903
UltraShort Gold
   1,537    13,526
UltraShort Silver
   —      —
Short Euro
   —      —
UltraShort Australian Dollar
   —      —
UltraShort Euro
   —      —
UltraShort Yen
   —      —
Ultra Bloomberg Crude Oil
   135,612    531,483
UltraPro 3X Crude Oil ETF
   9,352    18,464
Ultra Bloomberg Natural Gas
   3,499    10,369
Ultra Gold
   1,755    11,130
Ultra Silver
   6,058    23,746
Ultra Euro
   —      —
Ultra Yen
   —      —




Total Trust
   $ 995,227    $ 2,516,552


Fund	Three Months Ended March 31, 2019
ProShares Short Euro	$	—
ProShares Short VIX Short-Term Futures ETF		7,431
ProShares Ultra Bloomberg Crude Oil		57,619
ProShares Ultra Bloomberg Natural Gas		5,580
ProShares Ultra Euro		—
ProShares Ultra Gold		1,632
ProShares Ultra Silver		7,332
ProShares Ultra VIX Short-Term Futures ETF		446,799
ProShares Ultra Yen		—
ProShares UltraPro 3X Crude Oil ETF		24,934
ProShares UltraPro 3X Short Crude Oil ETF		8,919
ProShares UltraShort Australian Dollar		—
ProShares UltraShort Bloomberg Crude Oil		27,697
ProShares UltraShort Bloomberg Natural Gas		1,378
ProShares UltraShort Euro		—
ProShares UltraShort Gold		1,606
ProShares UltraShort Silver		—
ProShares UltraShort Yen		—
ProShares VIX Mid-Term Futures ETF		5,260
ProShares VIX Short-Term Futures ETF		4,925

Total Trust	$	601,112

NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended ~~September 30, 2017:~~March 31, 2019

For the Three Months Ended ~~September 30, 2017~~March 31, 2019 (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
Crude Oil UltraPro 3X
Short Crude
Oil ETF
Net asset value, at June 30, 2017
   $ 42.69 $ 27.46 $ 80.11 $ 39.32 $ 43.43 $ 26.46
Net investment income (loss)
   (0.01 ) (0.01 ) (0.13 ) (0.09 ) 0.00 ⁽¹⁾ (0.07 )
Net realized and unrealized gain (loss)#
   (10.11 ) (2.25 ) 13.70 (18.59 ) (9.83 ) (8.87 )
Change in net asset value from operations
   (10.12 ) (2.26 ) 13.57 (18.68 ) (9.83 ) (8.94 )
Net asset value, at September 30, 2017
   $ 32.57 $ 25.20 $ 93.68 $ 20.64 $ 33.60 $ 17.52
Market value per share, at June 30, 2017†
   $ 42.52 $ 27.43 $ 80.64 $ 38.96 $ 43.21 $ 26.24
Market value per share, at September 30, 2017†
   $ 32.53 $ 25.17 $ 93.75 $ 20.60 $ 33.73 $ 17.63
Total Return, at net asset value^
   (23.7 )% (8.2 )% 16.9 % (47.5 )% (22.6 )% (33.8 )%
Total Return, at market value^
   (23.5 )% (8.2 )% 16.3 % (47.1 )% (21.9 )% (32.8 )%
Ratios to Average Net Assets**

Expense ratio
   0.98 % 0.92 % 1.50 % 2.00 % 0.99 % 1.31 %
Expense ratio, excluding brokerage commissions
   0.85 % 0.85 % 0.95 % 0.95 % 0.95 % 0.95 %
Net investment income (loss)
   (0.14 )% (0.17 )% (0.66 )% (1.21 )% (0.03 )% (1.31 )%


Per Share Operating Performance	Short Euro			Short VIX Short-Term Futures ETF			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas			Ultra Euro			Ultra Gold
Net asset value, at December 31, 2018	$	43.10		$	42.36		$	13.06		$	25.28		$	15.09		$	37.12
Net investment income gain (loss)		0.14			0.01			0.05			0.04			0.04			0.09
Net realized and unrealized gain (loss)#		1.19			9.94			8.41			(4.99	)		(0.84	)		0.11
Change in net asset value from operations		1.33			9.95			8.46			(4.95	)		(0.80	)		0.20
Net asset value, at March 31, 2019	$	44.43		$	52.31		$	21.52		$	20.33		$	14.29		$	37.32
Market value per share, at December 31, 2018^†	$	43.08		$	42.30		$	13.30		$	25.82		$	15.12		$	37.41
Market value per share, at March 31, 2019^†	$	44.41		$	52.36		$	21.53		$	20.42		$	14.31		$	37.24
Total Return, at net asset value^		3.1	%		23.5	%		64.8	%		(19.6	)%		(5.3	)%		0.5	%
Total Return, at market value^		3.1	%		23.8	%		61.9	%		(20.9	)%		(5.4	)%		(0.5	)%
Ratios to Average Net Assets**
Expense ratio		0.97	%		1.54	%^^		0.97	%		1.28	%		0.95	%		0.96	%
Expense ratio, excluding non-recurring fees and expenses, and brokerage commissions and fees		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income gain (loss)		1.32	%		0.05	%		1.02	%		0.76	%		1.06	%		1.00	%

**	~~See Note 1 of these Notes to Financial Statements.~~ Percentages are annualized.

#	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,~~NYSE Arca, which may be later than when the Funds’ net asset ~~value~~ is calculated.

^	Percentages are not annualized for the period ended ~~September 30, 2017.~~March 31, 2019.

**^^	~~Percentages are annualized.~~ Expense ratio, excluding non-recurring fees and expenses is 1.14%.

⁽¹⁾	~~Amount represents less than $0.005.~~

For the Three Months Ended ~~September 30, 2017~~March 31, 2019 (unaudited)

Per Share Operating Performance
   UltraShort
Bloomberg
Natural Gas UltraShort Gold UltraShort
Silver Short
Euro UltraShort
Australian
Dollar UltraShort
Euro
Net asset value, at June 30, 2017
   $ 33.16 $ 76.30 $ 34.75 $ 41.74 $ 47.90 $ 23.12
Net investment income (loss)
   (0.06 ) (0.00 )⁽²⁾ (0.00 )⁽²⁾ (0.01 ) (0.01 ) 0.00 ⁽¹⁾
Net realized and unrealized gain (loss)#
   0.77 (5.02 ) (2.76 ) (1.26 ) (2.26 ) (1.43 )
Change in net asset value from operations
   0.71 (5.02 ) (2.76 ) (1.27 ) (2.27 ) (1.43 )
Net asset value, at September 30, 2017
   $ 33.87 $ 71.28 $ 31.99 $ 40.47 $ 45.63 $ 21.69
Market value per share, at June 30, 2017†
   $ 33.33 $ 76.37 $ 34.09 $ 41.71 $ 47.80 $ 23.12
Market value per share, at September 30, 2017†
   $ 33.64 $ 71.55 $ 32.78 $ 40.56 $ 45.85 $ 21.68
Total Return, at net asset value^
   2.1 % (6.6 )% (7.9 )% (3.0 )% (4.7 )% (6.2 )%
Total Return, at market value^
   0.9 % (6.3 )% (3.8 )% (2.8 )% (4.1 )% (6.2 )%
Ratios to Average Net Assets**

Expense ratio
   1.34 % 0.95 % 0.95 % 0.96 % 1.01 % 0.95 %
Expense ratio, excluding brokerage commissions
   0.95 % 0.95 % 0.95 % 0.95 % 0.95 % 0.95 %
Net investment income (loss)
   (0.73 )% (0.01 )% (0.05 )% (0.14 )% (0.13 )% 0.04 %


Per Share Operating Performance	Ultra Silver			Ultra VIX Short-Term Futures ETF			Ultra Yen			UltraPro 3x Crude Oil ETF			UltraPro 3x Short Crude Oil ETF			UltraShort Australian Dollar
Net asset value, at December 31, 2018	$	26.39		$	81.46		$	57.53		$	13.08		$	49.79		$	55.30
Net investment income gain (loss)		0.06			(0.02	)		0.15			0.04			0.04			0.15
Net realized and unrealized gain (loss)#		(1.93	)		(42.44	)		(2.03	)		13.83			(29.21	)		(1.03	)
Change in net asset value from operations		(1.87	)		(42.46	)		(1.88	)		13.87			(29.17	)		(0.88	)
Net asset value, at March 31, 2019	$	24.52		$	39.00		$	55.65		$	26.95		$	20.62		$	54.42
Market value per share, at December 31, 2018^†	$	26.37		$	81.73		$	57.55		$	13.47		$	48.43		$	54.92
Market value per share, at March 31, 2019^†	$	24.48		$	38.90		$	55.64		$	26.97		$	20.60		$	54.41
Total Return, at net asset value^		(7.1	)%		(52.1	)%		(3.3	)%		106.0	%		(58.6	)%		(1.6	)%
Total Return, at market value^		(7.2	)%		(52.4	)%		(3.3	)%		100.2	%		(57.5	)%		(0.9	)%
Ratios to Average Net Assets**
Expense ratio		0.96	%		1.54	%^^		0.95	%		1.16	%		1.32	%		1.03	%
Expense ratio, excluding non-recurring fees and expenses, and brokerage commissions and fees		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income gain (loss)		0.93	%		(0.15	)%		1.11	%		0.81	%		0.67	%		1.16	%

**	Percentages are annualized.

#	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,~~NYSE Arca, which may be later than when the Funds’ net asset ~~value~~ is calculated.

^	Percentages are not annualized for the period ended ~~September 30, 2017.~~March 31, 2019.

**^^	~~Percentages are annualized.~~ Expense ratio, excluding non-recurring fees and expenses is 1.52%.

⁽¹⁾	~~Amount represents less than $0.005.~~

⁽²⁾	~~Amount represents less than $(0.005).~~

For the Three Months Ended ~~September 30, 2017~~March 31, 2019 (unaudited)


Per Share Operating Performance	UltraShort Yen			Ultra Bloomberg Crude Oil			UltraPro 3X Crude Oil ETF			Ultra Bloomberg Natural Gas			Ultra Gold			Ultra Silver			UltraShort Bloomberg Crude Oil			UltraShort Bloomberg Natural Gas			UltraShort Euro			UltraShort Gold			UltraShort Silver			UltraShort Yen
Net asset value, at June 30, 2017	$	74.07		$	14.80		$	19.52		$	9.77		$	37.75		$	33.23
Net investment income (loss)		0.01			(0.00	)⁽²⁾		(0.07	)		(0.01	)		0.00	⁽¹⁾		0.00	⁽¹⁾
Net asset value, at December 31, 2018																			$	29.79		$	21.61		$	24.27		$	73.28		$	37.13		$	73.89
Net investment income gain (loss)																				0.05			0.03			0.07			0.17			0.07			0.23
Net realized and unrealized gain (loss)#		0.18			3.10			5.82			(1.02	)		2.07			0.79			(12.95	)		1.01			1.33			(1.03	)		1.98			2.35
Change in net asset value from operations		0.19			3.10			5.75			(1.03	)		2.07			0.79			(12.90	)		1.04			1.40			(0.86	)		2.05			2.58
Net asset value, at September 30, 2017	$	74.26		$	17.90		$	25.27		$	8.74		$	39.82		$	34.02
Market value per share, at June 30, 2017†	$	74.05		$	14.86		$	19.68		$	9.74		$	37.68		$	33.82
Market value per share, at September 30, 2017†	$	74.21		$	17.82		$	25.09		$	8.80		$	39.60		$	33.15
Net asset value, at March 31, 2019																			$	16.89		$	22.65		$	25.67		$	72.42		$	39.18		$	76.47
Market value per share, at December 31, 2018^†																			$	29.28		$	21.22		$	24.25		$	72.84		$	37.10		$	73.86
Market value per share, at March 31, 2019^†																			$	16.88		$	22.51		$	25.67		$	72.61		$	39.24		$	76.44
Total Return, at net asset value^		0.3	%		20.9	%		29.5	%		(10.5	)%		5.5	%		2.4	%		(43.3	)%		4.8	%		5.8	%		(1.2	)%		5.5	%		3.5	%
Total Return, at market value^		0.2	%		19.9	%		27.5	%		(9.7	)%		5.1	%		(2.0	)%		(42.4	)%		6.1	%		5.9	%		(0.3	)%		5.8	%		3.5	%
Ratios to Average Net Assets**
Expense ratio		0.95	%		0.97	%		1.24	%		1.16	%		0.95	%		0.95	%		1.01	%		1.34	%		0.95	%		0.97	%		0.98	%		0.95	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		0.03	%		(0.01	)%		(1.24	)%		(0.37	)%		0.03	%		0.00	%⁽³⁾
Expense ratio, excluding non-recurring fees and expenses, and brokerage commissions and fees																				0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income gain (loss)																				1.06	%		0.65	%		1.21	%		0.96	%		0.80	%		1.28	%

**	Percentages are annualized.

#	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,~~NYSE Arca, which may be later than when the Funds’ net asset ~~value~~ is calculated.

^	Percentages are not annualized for the period ended ~~September 30, 2017.~~March 31, 2019.

**	~~Percentages are annualized.~~

⁽¹⁾	~~Amount represents less than $0.005.~~

⁽²⁾	~~Amount represents less than $(0.005).~~

⁽³⁾	~~Amount represents less than 0.005%.~~

For the Three Months Ended ~~September 30, 2017~~March 31, 2019 (unaudited)


Per Share Operating Performance	Ultra Euro			Ultra Yen			VIX Mid- Term Futures ETF			VIX Short- Term Futures ETF
Net asset value, at June 30, 2017	$	16.16		$	58.68
Net investment income (loss)		(0.00	)⁽²⁾		(0.04	)
Net asset value, at December 31, 2018							$	26.65		$	38.58
Net investment income gain (loss)								0.07			0.08
Net realized and unrealized gain (loss)#		0.97			(0.57	)		(5.08	)		(14.58	)
Change in net asset value from operations		0.97			(0.61	)		(5.01	)		(14.50	)
Net asset value, at September 30, 2017	$	17.13		$	58.07
Market value per share, at June 30, 2017†	$	16.17		$	58.68
Market value per share, at September 30, 2017†	$	17.10		$	58.17
Net asset value, at March 31, 2019							$	21.64		$	24.08
Market value per share, at December 31, 2018^†							$	26.74		$	38.61
Market value per share, at March 31, 2019^†							$	21.59		$	24.02
Total Return, at net asset value^		6.0	%		(1.0	)%		(18.8	)%		(37.6	)%
Total Return, at market value^		5.8	%		(0.9	)%		(19.3	)%		(37.8	)%
Ratios to Average Net Assets**
Expense ratio		0.95	%		0.95	%		0.93	%		0.88	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%
Net investment income (loss)		(0.04	)%		(0.28	)%
Expense ratio, excluding non-recurring fees and expenses, and brokerage commissions and fees								0.85	%		0.85	%
Net investment income gain (loss)								1.20	%		1.12	%

**	Percentages are annualized.

#	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,~~NYSE Arca, which may be later than when the Funds’ net asset ~~value~~ is calculated.

^	Percentages are not annualized for the period ended ~~September 30, 2017.~~March 31, 2019.

**	~~Percentages are annualized.~~

⁽²⁾	~~Amount represents less than $(0.005).~~

Selected data for a Share outstanding throughout the three months ended ~~September 30, 2016:~~March 31, 2018

For the Three Months Ended ~~September 30, 2016~~March 31, 2018 (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
Crude Oil* UltraShort
Bloomberg
Natural Gas
Net asset value, at June 30, 2016
   $ 180.57 $ 51.98 $ 24.92 $ 912.60 $ 40.97 $ 34.09
Net investment income (loss)
   (0.24 ) (0.09 ) (0.09 ) (1.64 ) (0.09 ) (0.13 )
Net realized and unrealized gain
(loss)#
   (66.20 ) (6.14 ) 11.49 (572.92 ) (0.88 ) 2.36
Change in net asset value from operations
   (66.44 ) (6.23 ) 11.40 (574.56 ) (0.97 ) 2.23
Net asset value, at September 30, 2016
   $ 114.13 $ 45.75 $ 36.32 $ 338.04 $ 40.00 $ 36.32
Market value per share, at June 30, 2016†
   $ 183.20 $ 52.53 $ 24.53 $ 943.00 $ 40.81 $ 34.06
Market value per share, at September 30, 2016†
   $ 113.32 $ 45.69 $ 36.61 $ 333.00 $ 40.45 $ 36.14
Total Return, at net asset value^
   (36.8 )% (12.0 )% 45.7 % (63.0 )% (2.4 )% 6.5 %
Total Return, at market value^
   (38.1 )% (13.0 )% 49.2 % (64.7 )% (0.9 )% 6.1 %
Ratios to Average Net Assets**

Expense ratio
   0.99 % 0.94 % 1.42 % 1.59 % 1.01 % 1.58 %
Expense ratio, excluding brokerage commissions
   0.85 % 0.85 % 0.95 % 0.95 % 0.95 % 0.95 %
Net investment income (loss)
   (0.73 )% (0.70 )% (1.17 )% (1.36 )% (0.75 )% (1.40 )%


Per Share Operating Performance	Short Euro			Short VIX Short-Term Futures ETF^*			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas^*			Ultra Euro			Ultra Gold
Net asset value, at December 31, 2017	$	39.96		$	509.20		$	23.66		$	32.64		$	17.44		$	39.88
Net investment income gain (loss)		0.00	⁽¹⁾		(0.18	)		0.02			0.00	⁽¹⁾		0.00	⁽¹⁾		0.04
Net realized and unrealized gain (loss)#		(0.71	)		(462.65	)		3.80			(5.16	)		0.66			1.52
Change in net asset value from operations		(0.71	)		(462.83	)		3.82			(5.16	)		0.66			1.56
Net asset value, at March 31, 2018	$	39.25		$	46.37		$	27.48		$	27.48		$	18.10		$	41.44
Market value per share, at December 31, 2017^†	$	39.99		$	512.84		$	23.44		$	32.50		$	17.46		$	40.67
Market value per share, at March 31, 2018^†	$	39.04		$	46.96		$	27.50		$	27.53		$	18.09		$	41.55
Total Return, at net asset value^		(1.8	)%		(90.9	)%		16.1	%		(15.8	)%		3.8	%		3.9	%
Total Return, at market value^		(2.4	)%		(90.8	)%		17.3	%		(15.3	)%		3.6	%		2.2	%
Ratios to Average Net Assets**
Expense ratio		0.96	%		1.55	%		0.97	%		1.17	%		0.95	%		0.95	%
Expense ratio, excluding brokerage commissions and fees		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income gain (loss)		0.05	%		(0.77	)%		0.30	%		0.07	%		0.06	%		0.37	%

*	See Note 1 of these Notes to Financial ~~Statements.~~Statements

**	Percentages are annualized.

#	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,~~NYSE Arca, which may be later than when the Funds’ net asset ~~value~~ is calculated.

^	Percentages are not annualized for the period ended ~~September 30, 2016.~~March 31, 2018.

**(1)

~~Percentages are annualized.~~

Amount represents less than 0.005.

For the Three Months Ended ~~September 30, 2016~~March 31, 2018 (unaudited)

Per Share Operating Performance
   UltraShort Gold UltraShort
Silver Short Euro UltraShort
Australian
Dollar UltraShort Euro UltraShort Yen
Net asset value, at June 30, 2016
   $ 70.31 $ 33.16 $ 42.81 $ 53.47 $ 24.32 $ 63.53
Net investment income (loss)
   (0.12 ) (0.05 ) (0.08 ) (0.10 ) (0.04 ) (0.11 )
Net realized and unrealized gain (loss)#
   (0.58 ) (5.17 ) (0.51 ) (3.69 ) (0.50 ) (2.74 )
Change in net asset value from operations
   (0.70 ) (5.22 ) (0.59 ) (3.79 ) (0.54 ) (2.85 )
Net asset value, at September 30, 2016
   $ 69.61 $ 27.94 $ 42.22 $ 49.68 $ 23.78 $ 60.68
Market value per share, at June 30, 2016†
   $ 70.00 $ 31.65 $ 42.81 $ 53.47 $ 24.32 $ 63.53
Market value per share, at September 30, 2016†
   $ 70.19 $ 28.41 $ 42.22 $ 49.67 $ 23.76 $ 60.64
Total Return, at net asset value^
   (1.0 )% (15.8 )% (1.4 )% (7.1 )% (2.2 )% (4.5 )%
Total Return, at market value^
   0.3 % (10.2 )% (1.4 )% (7.1 )% (2.3 )% (4.5 )%
Ratios to Average Net Assets**

Expense ratio
   0.95 % 0.95 % 0.96 % 1.02 % 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)
   (0.69 )% (0.70 )% (0.75 )% (0.75 )% (0.69 )% (0.69 )%


Per Share Operating Performance	Ultra Silver			Ultra VIX Short-Term Futures ETF^*			Ultra Yen			UltraPro 3x Crude Oil ETF			UltraPro 3x Short Crude Oil ETF^*			UltraShort Australian Dollar
Net asset value, at December 31, 2017	$	33.55		$	51.67		$	57.32		$	37.78		$	42.32		$	45.67
Net investment income gain (loss)		0.03			(0.20	)		(0.06	)		(0.11	)		(0.10	)		0.00	⁽¹⁾
Net realized and unrealized gain (loss)#		(2.75	)		43.55			6.22			8.63			(11.42	)		1.42
Change in net asset value from operations		(2.72	)		43.35			6.16			8.52			(11.52	)		1.42
Net asset value, at March 31, 2018	$	30.83		$	95.02		$	63.48		$	46.30		$	30.80		$	47.09
Market value per share, at December 31, 2017^†	$	33.85		$	51.05		$	57.45		$	37.23		$	42.88		$	45.72
Market value per share, at March 31, 2018^†	$	31.09		$	92.65		$	63.49		$	46.33		$	30.77		$	47.18
Total Return, at net asset value^		(8.1	)%		83.9	%		10.7	%		22.6	%		(27.2	)%		3.1	%
Total Return, at market value^		(8.2	)%		81.5	%		10.5	%		24.4	%		(28.2	)%		3.2	%
Ratios to Average Net Assets**
Expense ratio		0.95	%		1.95	%		0.95	%		1.14	%		1.21	%		1.02	%
Expense ratio, excluding brokerage commissions and fees		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income gain (loss)		0.36	%		(1.20	)%		(0.40	)%		(1.06	)%		(1.14	)%		0.01	%

*	See Note 1 of these Notes to Financial Statements

**	Percentages are annualized.

#	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,~~NYSE Arca, which may be later than when the Funds’ net asset ~~value~~ is calculated.

^	Percentages are not annualized for the period ended ~~September 30, 2016.~~March 31, 2018.

**(1)

~~Percentages are annualized.~~

Amount represents less than 0.005.

For the Three Months Ended ~~September 30, 2016~~March 31, 2018 (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, 2016
   $ 24.33 $ 17.75 $ 44.80 $ 45.53 $ 15.89 $ 72.67
Net investment income (loss)
   (0.04 ) (0.04 ) (0.08 ) (0.09 ) (0.03 ) (0.13 )
Net realized and unrealized gain (loss)#
   (3.27 ) (3.23 ) (0.30 ) 3.56 0.27 1.92
Change in net asset value from operations
   (3.31 ) (3.27 ) (0.38 ) 3.47 0.24 1.79
Net asset value, at September 30, 2016
   $ 21.02 $ 14.48 $ 44.42 $ 49.00 $ 16.13 $ 74.46
Market value per share, at June 30, 2016†
   $ 24.44 $ 17.65 $ 45.03 $ 47.67 $ 15.86 $ 72.71
Market value per share, at September 30, 2016†
   $ 20.76 $ 14.58 $ 44.01 $ 48.11 $ 16.12 $ 74.48
Total Return, at net asset value^
   (13.6 )% (18.4 )% (0.8 )% 7.6 % 1.5 % 2.5 %
Total Return, at market value^
   (15.1 )% (17.4 )% (2.3 )% 0.9 % 1.6 % 2.4 %
Ratios to Average Net Assets**

Expense ratio
   1.00 % 1.23 % 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)
   (0.75 )% (1.03 )% (0.67 )% (0.68 )% (0.69 )% (0.70 )%


Per Share Operating Performance	UltraShort Bloomberg Crude Oil			UltraShort Bloomberg Natural Gas			UltraShort Euro			UltraShort Gold			UltraShort Silver			UltraShort Yen
Net asset value, at December 31, 2017	$	24.31		$	39.48		$	21.21		$	70.47		$	31.71		$	74.93
Net investment income gain (loss)		0.02			(0.06	)		0.02			0.05			0.02			0.06
Net realized and unrealized gain (loss)#		(4.37	)		3.46			(0.90	)		(3.38	)		2.20			(7.79	)
Change in net asset value from operations		(4.35	)		3.40			(0.88	)		(3.33	)		2.22			(7.73	)
Net asset value, at March 31, 2018	$	19.96		$	42.88		$	20.33		$	67.14		$	33.93		$	67.20
Market value per share, at December 31, 2017^†	$	24.56		$	39.65		$	21.20		$	69.11		$	31.40		$	74.98
Market value per share, at March 31, 2018^†	$	19.95		$	42.83		$	20.32		$	66.98		$	33.54		$	67.14
Total Return, at net asset value^		(17.9	)%		8.6	%		(4.1	)%		(4.7	)%		7.0	%		(10.3	)%
Total Return, at market value^		(18.8	)%		8.0	%		(4.2	)%		(3.1	)%		6.8	%		(10.5	)%
Ratios to Average Net Assets**
Expense ratio		0.97	%		1.42	%		0.95	%		0.95	%		0.95	%		0.95	%
Expense ratio, excluding brokerage commissions and fees		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income gain (loss)		0.34	%		(0.55	)%		0.36	%		0.31	%		0.28	%		0.33	%

**	~~See Note 1 of these Notes to Financial Statements.~~ Percentages are annualized.

#	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,~~NYSE Arca, which may be later than when the Funds’ net asset ~~value~~ is calculated.

^	Percentages are not annualized for the period ended ~~September 30, 2016.~~March 31, 2018.

For the Three Months Ended March 31, 2018 (unaudited)


Per Share Operating Performance	VIX Mid- Term Futures ETF			VIX Short- Term Futures ETF
Net asset value, at December 31, 2017	$	21.29		$	23.34
Net investment income gain (loss)		0.00	⁽¹⁾		(0.01	)
Net realized and unrealized gain (loss)#		5.32			16.43
Change in net asset value from operations		5.32			16.42
Net asset value, at March 31, 2018	$	26.61		$	39.76
Market value per share, at December 31, 2017^†	$	21.15		$	23.15
Market value per share, at March 31, 2018^†	$	26.45		$	39.15
Total Return, at net asset value^		25.0	%		70.4	%
Total Return, at market value^		25.1	%		69.1	%
Ratios to Average Net Assets**
Expense ratio		1.02	%		1.09	%
Expense ratio, excluding brokerage commissions and fees		0.85	%		0.85	%
Net investment income gain (loss)		(0.07	)%		(0.16	)%

**	Percentages are annualized.

~~Selected data for a Share outstanding throughout the nine months ended September 30, 2017:~~

~~For the Nine Months Ended September 30, 2017 (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
Crude Oil UltraPro 3X
Short Crude Oil
ETF⁺
Net asset value, at December 31, 2016
   $ 84.86 $ 42.14 $ 45.62 $ 173.93 $ 31.70 $ 25.00
Net investment income (loss)
   (0.11 ) (0.07 ) (0.45 ) (0.43 ) (0.08 ) (0.16 )
Net realized and unrealized gain (loss)#
   (52.18 ) (16.87 ) 48.51 (152.86 ) 1.98 (7.32 )
Change in net asset value from operations
   (52.29 ) (16.94 ) 48.06 (153.29 ) 1.90 (7.48 )
Net asset value, at September 30, 2017
   $ 32.57 $ 25.20 $ 93.68 $ 20.64 $ 33.60 $ 17.52
Market value per share, at December 31, 2016†
   $ 85.04 $ 42.34 $ 45.49 $ 175.00 $ 31.65 $ 25.00
Market value per share, at September 30, 2017†
   $ 32.53 $ 25.17 $ 93.75 $ 20.60 $ 33.73 $ 17.63
Total Return, at net asset value^
   (61.6 )% (40.2 )% 105.3 % (88.1 )% 6.0 % (29.9 )%
Total Return, at market value^
   (61.7 )% (40.6 )% 106.1 % (88.2 )% 6.6 % (29.5 )%
Ratios to Average Net Assets**

Expense ratio
   0.97 % 0.89 % 1.52 % 1.88 % 0.99 % 1.34 %
Expense ratio, excluding brokerage commissions
   0.85 % 0.85 % 0.95 % 0.95 % 0.95 % 0.95 %
Net investment income (loss)
   (0.30 )% (0.30 )% (0.80 )% (1.28 )% (0.29 )% (1.34 )%

*	~~See Note 1 of these Notes to Financial Statements.~~

⁺	~~From commencement of operations, March 24, 2017 through September 30, 2017.~~

#	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,~~NYSE Arca, which may be later than when the Funds’ net asset ~~value~~ is calculated. For ProShares UltraPro 3x Short Crude Oil ETF, the returns of shares outstanding for the period from commencement of operations through September 30, 2017 are calculated based on the initial offering price upon commencement of operations of $25.00.

^	Percentages are not annualized for the period ended ~~September 30, 2017.~~March 31, 2018.

**(1)

~~Percentages are annualized.~~

Amount represents less than 0.005.

~~For the Nine Months Ended September 30, 2017 (unaudited)~~

Per Share Operating Performance
   UltraShort
Bloomberg
Natural Gas UltraShort Gold UltraShort
Silver Short Euro UltraShort
Australian
Dollar UltraShort Euro
Net asset value, at December 31, 2016
   $ 23.10 $ 91.33 $ 37.31 $ 45.06 $ 55.38 $ 27.08
Net investment income (loss)
   (0.20 ) (0.13 ) (0.06 ) (0.12 ) (0.15 ) (0.04 )
Net realized and unrealized gain (loss)#
   10.97 (19.92 ) (5.26 ) (4.47 ) (9.60 ) (5.35 )
Change in net asset value from operations
   10.77 (20.05 ) (5.32 ) (4.59 ) (9.75 ) (5.39 )
Net asset value, at September 30, 2017
   $ 33.87 $ 71.28 $ 31.99 $ 40.47 $ 45.63 $ 21.69
Market value per share, at December 31, 2016†
   $ 23.05 $ 90.54 $ 38.76 $ 45.12 $ 55.24 $ 27.08
Market value per share, at September 30, 2017†
   $ 33.64 $ 71.55 $ 32.78 $ 40.56 $ 45.85 $ 21.68
Total Return, at net asset value^
   46.6 % (22.0 )% (14.3 )% (10.2 )% (17.6 )% (19.9 )%
Total Return, at market value^
   45.9 % (21.0 )% (15.4 )% (10.1 )% (17.0 )% (19.9 )%
Ratios to Average Net Assets**

Expense ratio
   1.32 % 0.95 % 0.95 % 0.96 % 1.01 % 0.95 %
Expense ratio, excluding brokerage commissions
   0.95 % 0.95 % 0.95 % 0.95 % 0.95 % 0.95 %
Net investment income (loss)
   (0.83 )% (0.23 )% (0.27 )% (0.37 )% (0.42 )% (0.23 )%

#	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, 2017.~~

**	~~Percentages are annualized.~~

~~For the Nine Months Ended September 30, 2017 (unaudited)~~

Per Share Operating Performance
   UltraShort Yen Ultra Bloomberg
Crude Oil UltraPro 3X
Crude Oil ETF⁺ Ultra Bloomberg
Natural Gas Ultra Gold Ultra Silver
Net asset value, at December 31, 2016
   $ 80.24 $ 23.34 $ 25.00 $ 18.85 $ 32.90 $ 33.44
Net investment income (loss)
   (0.14 ) (0.03 ) (0.14 ) (0.05 ) (0.06 ) (0.06 )
Net realized and unrealized gain (loss)#
   (5.84 ) (5.41 ) 0.41 (10.06 ) 6.98 0.64
Change in net asset value from operations
   (5.98 ) (5.44 ) 0.27 (10.11 ) 6.92 0.58
Net asset value, at September 30, 2017
   $ 74.26 $ 17.90 $ 25.27 $ 8.74 $ 39.82 $ 34.02
Market value per share, at December 31, 2016†
   $ 80.25 $ 23.36 $ 25.00 $ 18.96 $ 33.20 $ 32.09
Market value per share, at September 30, 2017†
   $ 74.21 $ 17.82 $ 25.09 $ 8.80 $ 39.60 $ 33.15
Total Return, at net asset value^
   (7.5 )% (23.3 )% 1.1 % (53.6 )% 21.0 % 1.7 %
Total Return, at market value^
   (7.5 )% (23.7 )% 0.4 % (53.6 )% 19.3 % 3.3 %
Ratios to Average Net Assets**

Expense ratio
   0.95 % 0.97 % 1.26 % 1.16 % 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)
   (0.26 )% (0.24 )% (1.26 )% (0.57 )% (0.22 )% (0.23 )%

⁺	~~From commencement of operations, March 24, 2017 through September 30, 2017.~~

#	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. For ProShares UltraPro 3x Crude Oil ETF, the returns of shares outstanding for the period from commencement of operations through September 30, 2017 are calculated based on the initial offering price upon commencement of operations of $25.00.

^	~~Percentages are not annualized for the period ended September 30, 2017.~~

The returns of shares outstanding for the period from commencement of operations through September 30, 2017 are calculated based on the initial offering price upon commencement of operations of $25.0000 for ProShares UltraPro 3X Crude Oil ETF.

**	~~Percentages are annualized.~~

~~For the Nine Months Ended September 30, 2017 (unaudited)~~

Per Share Operating Performance
   Ultra Euro Ultra Yen
Net asset value, at December 31, 2016
   $ 14.02 $ 55.43
Net investment income (loss)
   (0.03 ) (0.21 )
Net realized and unrealized gain (loss)#
   3.14 2.85
Change in net asset value from operations
   3.11 2.64
Net asset value, at September 30, 2017
   $ 17.13 $ 58.07
Market value per share, at December 31, 2016†
   $ 14.09 $ 55.52
Market value per share, at September 30, 2017†
   $ 17.10 $ 58.17
Total Return, at net asset value^
   22.2 % 4.8 %
Total Return, at market value^
   21.4 % 4.8 %
Ratios to Average Net Assets**

Expense ratio
   0.95 % 0.95 %
Expense ratio, excluding brokerage commissions
   0.95 % 0.95 %
Net investment income (loss)
   (0.26 )% (0.47 )%

#	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, 2017.~~

**	~~Percentages are annualized.~~

~~Selected data for a Share outstanding throughout the nine months ended September 30, 2016:~~

~~For the Nine Months Ended September 30, 2016 (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
Crude Oil* UltraShort
Bloomberg
Natural Gas
Net asset value, at December 31, 2015
   $ 264.84 $ 53.96 $ 25.41 $ 2,808.40 $ 66.60 $ 46.53
Net investment income (loss)
   (1.03 ) (0.28 ) (0.21 ) (9.40 ) (0.31 ) (0.57 )
Net realized and unrealized gain (loss)#
   (149.68 ) (7.93 ) 11.12 (2,460.96 ) (26.29 ) (9.64 )
Change in net asset value from operations
   (150.71 ) (8.21 ) 10.91 (2,470.36 ) (26.60 ) (10.21 )
Net asset value, at September 30, 2016
   $ 114.13 $ 45.75 $ 36.32 $ 338.04 $ 40.00 $ 36.32
Market value per share, at December 31, 2015†
   $ 266.60 $ 53.99 $ 25.23 $ 2,835.00 $ 66.82 $ 46.55
Market value per share, at September 30, 2016†
   $ 113.32 $ 45.69 $ 36.61 $ 333.00 $ 40.45 $ 36.14
Total Return, at net asset value^
   (56.9 )% (15.2 )% 42.9 % (88.0 )% (39.9 )% (22.0 )%
Total Return, at market value^
   (57.5 )% (15.4 )% 45.1 % (88.3 )% (39.5 )% (22.4 )%
Ratios to Average Net Assets**

Expense ratio
   1.01 % 0.93 % 1.36 % 1.56 % 1.04 % 1.68 %
Expense ratio, excluding brokerage commissions
   0.85 % 0.85 % 0.95 % 0.95 % 0.95 % 0.95 %
Net investment income (loss)
   (0.78 )% (0.71 )% (1.13 )% (1.33 )% (0.79 )% (1.46 )%

*	~~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, 2016.~~

**	~~Percentages are annualized.~~

~~For the Nine Months Ended September 30, 2016 (unaudited)~~

Per Share Operating Performance
   UltraShort Gold UltraShort
Silver Short Euro UltraShort
Australian
Dollar UltraShort Euro UltraShort Yen
Net asset value, at December 31, 2015
   $ 115.88 $ 64.58 $ 43.78 $ 58.46 $ 25.54 $ 87.94
Net investment income (loss)
   (0.42 ) (0.21 ) (0.25 ) (0.33 ) (0.13 ) (0.38 )
Net realized and unrealized gain (loss)#
   (45.85 ) (36.43 ) (1.31 ) (8.45 ) (1.63 ) (26.88 )
Change in net asset value from operations
   (46.27 ) (36.64 ) (1.56 ) (8.78 ) (1.76 ) (27.26 )
Net asset value, at September 30, 2016
   $ 69.61 $ 27.94 $ 42.22 $ 49.68 $ 23.78 $ 60.68
Market value per share, at December 31, 2015†
   $ 115.83 $ 64.55 $ 43.74 $ 58.15 $ 25.53 $ 87.89
Market value per share, at September 30, 2016†
   $ 70.19 $ 28.41 $ 42.22 $ 49.67 $ 23.76 $ 60.64
Total Return, at net asset value^
   (39.9 )% (56.7 )% (3.6 )% (15.0 )% (6.9 )% (31.0 )%
Total Return, at market value^
   (39.4 )% (56.0 )% (3.5 )% (14.6 )% (6.9 )% (31.0 )%
Ratios to Average Net Assets**

Expense ratio
   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 %
Net investment income (loss)
   (0.71 )% (0.71 )% (0.78 )% (0.80 )% (0.70 )% (0.74 )%

#	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, 2016.~~

**	~~Percentages are annualized.~~

~~For the Nine Months Ended September 30, 2016 (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, 2015
   $ 25.15 $ 18.57 $ 29.73 $ 27.06 $ 15.51 $ 54.75
Net investment income (loss)
   (0.12 ) (0.12 ) (0.21 ) (0.21 ) (0.08 ) (0.36 )
Net realized and unrealized gain (loss)#
   (4.01 ) (3.97 ) 14.90 22.15 0.70 20.07
Change in net asset value from operations
   (4.13 ) (4.09 ) 14.69 21.94 0.62 19.71
Net asset value, at September 30, 2016
   $ 21.02 $ 14.48 $ 44.42 $ 49.00 $ 16.13 $ 74.46
Market value per share, at December 31, 2015†
   $ 25.08 $ 18.48 $ 29.73 $ 27.08 $ 15.51 $ 54.70
Market value per share, at September 30, 2016†
   $ 20.76 $ 14.58 $ 44.01 $ 48.11 $ 16.12 $ 74.48
Total Return, at net asset value^
   (16.4 )% (22.0 )% 49.4 % 81.1 % 4.0 % 36.0 %
Total Return, at market value^
   (17.2 )% (21.1 )% 48.0 % 77.7 % 3.9 % 36.2 %
Ratios to Average Net Assets**

Expense ratio
   1.02 % 1.36 % 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)
   (0.78 )% (1.17 )% (0.69 )% (0.71 )% (0.71 )% (0.71 )%

*	~~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, 2016.~~

**	~~Percentages are annualized.~~

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 in amount and possibly even direction from one-half the inverse (-0.5x), the inverse (-1x), two times the inverse(-2x), or three times the inverse (-3x), one and one-half times (1.5x) the return, two times (2x) of the return or three times of the return (3x) of the Geared Fund’s benchmark for the period. A Geared 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, UltraShort and ~~UltraShort~~UltraPro Short Funds), as a result of daily rebalancing, the benchmark’s volatility, compounding, and ~~compounding.~~other factors. Compounding is the cumulative effect of applying investment gains and losses and income to the principal amount invested over time. Gains or losses experienced over a given period will increase or reduce the principal amount invested from which the subsequent period’s returns are calculated. The effects of compounding will likely cause the performance of a Geared Fund to differ from the Geared Fund’s stated multiple times the return of its benchmark for the same period. The effect of compounding becomes more pronounced as benchmark volatility and holding period increase. The impact of compounding will impact each shareholder differently depending on the period of time an investment in a Geared Fund is held and the volatility of the benchmark during the holding period of an investment in the Geared Fund. Longer holding periods, higher benchmark volatility, inverse exposure and greater leverage each affect the impact of compounding on a Geared 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 Geared Fund’s underlying benchmark. The Matching VIX Funds seek to achieve their stated investment objective ~~both over a single day and~~ over time.

Each Ultra, UltraShort, UltraPro and ~~UltraShort~~UltraPro Short 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 or UltraPro Fund with a 1.5x or 2x or 3x multiple should be approximately one and one-half or two or three 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 aan UltraShort or UltraPro Short ~~or UltraShort~~ Fund is designed to return ~~the inverse(-1x)~~ or two times the inverse(-2x) or three times the inverse (-3x) 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~~significant risks ~~than~~not applicable to other types of 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~~seek to meet their investment objectives, ~~several factors~~there is no guarantee they will do so. Factors that may affect ~~their~~a Fund’s ability to ~~do so. Among these factors are:~~meet its investment objective include: (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 or trading 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~~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~~over weighting or ~~underweighting~~under weighting 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, and other factors 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.~~(i.e., -0.5x, -1x,-2x, -3x, 1.5x, 2x, or ~~2x,~~3x 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~~Each Geared Fund seeks to rebalance its portfolio on a daily basis. The time and manner in which a Geared Fund rebalances its portfolio may vary from day to day depending upon market conditions and other circumstances at the discretion of the Sponsor. 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.

Counterparty Risk

~~Certain of the Funds will~~Each Fund may use derivatives such as swap agreements ~~and/or~~and forward contracts (collectively referred to herein as “derivatives”) in the manner described herein as a means to achieve their respective investment objectives. ~~Such Funds will~~The 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~~of derivatives by a Fund exposes the Fund 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.counterparty risks.

~~Swap agreements and forward contracts~~Regulatory Treatment

Derivatives are generally traded in OTC markets and have only recently become subject to comprehensive regulation byin the ~~CFTC.~~United States. Cash-settled forwards are generally regulated as “swaps”, whereas physically settled forwards are generally not subject to regulation (in the case of commodities other than currencies) or subject to the federal securities laws (in the case of securities).

Title VII of the Dodd-Frank Act (“Title VII”) created a regulatory regime for derivatives, with the CFTC responsible for the regulation of swaps and the SEC responsible for the regulation of “security-based swaps.” The SEC requirements have largely yet to be made effective, but the CFTC requirements are largely in place. The CFTC requirements have included rules for some of the types of transactions in which the Funds will engage, including mandatory clearing and exchange trading, reporting, and margin for OTC swaps. Title VII also created new categories of regulated market participants, such as “swap dealers,” “security-based swap dealers,” “major swap participants,” and “major security-based swap participants” who are, or will be, subject to significant new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements. The regulatory requirements under Title VII continue to be developed and there may be further modifications that could materially and adversely impact the Funds, the markets in which a Fund trades and the counterparties with which the Fund engages in transactions.

As noted, the CFTC rules ~~however, do~~may not ~~cover~~apply to all ~~types~~ of the swap agreements and forward ~~contracts.~~contracts entered into by the Funds. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of ~~the~~“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.

Counterparty Credit Risk

The Funds will be subject to the credit risk ~~with respect to~~of the counterparties to the ~~derivatives contracts (whether a clearing corporation in~~derivatives. In the case of cleared ~~instruments or another third party~~derivatives, the Funds will have credit risk to the clearing corporation in a similar manner as the Funds would for futures contracts. In the case of OTC ~~uncleared instruments). Unlike in futures contracts,~~derivatives, the Funds will be subject to the credit risk of the counterparty to ~~uncleared swap agreements or forward contracts is generally~~the transaction – typically a single bank or ~~other~~ financial ~~institution, rather than a clearing organization backed by a group of financial institutions.~~institution. As a result, a Fund is subject to increased credit risk with respect to the amount it expects to receive from counterparties to ~~uncleared swaps and forward contracts~~OTC derivatives 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~~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~~derivatives of the type that may be utilized by the Funds are generally 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. IfThese 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 to the party under the agreement. For example, 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~~derivatives benefit from dailymarking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. ~~Transactions~~To the extent the Fund enters into cleared swap transactions, the Fund will deposit collateral with a Futures Commission Merchant (“FCM”) in cleared swaps customer accounts, which are required by CFTC regulations to be separate from its proprietary collateral posted for cleared swaps transactions. Cleared swap customer collateral is subject to regulations that closely parallel the regulations governing customer segregated funds for futures transactions but provide certain additional protections to cleared swaps collateral in the event of a clearing broker or clearing broker customer default. For example, in the event of a default of both the clearing broker and a customer of the clearing broker, a clearing house is only permitted to access the cleared swaps collateral in the legally separate (but operationally comingled) account of the defaulting cleared swap customer of the clearing broker, as opposed to the treatment of customer segregated funds, under which the clearing house may access all of the commingled customer segregated funds of a defaulting clearing broker. Derivatives entered into directly between two counterparties ~~generally~~ do not necessarily benefit from such ~~protections.~~protections, particularly if entered into with an entity that is not registered as a “swap dealer” with the CFTC. 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.

The Sponsor regularly reviews the performance of its counterparties for, among other things, creditworthiness and execution quality. In addition, the Sponsor periodically considers the addition of new counterparties and the counterparties used by a Fund may change at any time. Each day, the Funds disclose their portfolio holdings as of the prior Business Day. Each Fund’s portfolio holdings identifies its counterparties, as applicable. This portfolio holdings information may be accessed through the web on the Sponsor’s website at www.ProShares.com.

Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a ~~Fund.~~Fund, subject to applicable law.

The counterparty risk for cleared ~~derivative~~derivatives transactions is generally lower than for ~~uncleared~~ OTC ~~derivatives since generally~~derivatives. Once a transaction is cleared, the clearing organization ~~becomes~~is substituted ~~for each~~and is a Fund’s counterparty ~~to a cleared derivative contract and, in effect,~~on the derivative. The clearing organization 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,~~the other side of the derivative. Nevertheless, some risk remains, as there ~~can be~~is no assurance that the clearing ~~house,~~organization, or its members, will satisfy its obligations to ~~the~~a Fund.

Leverage Risk

The Leveraged Funds may utilize leverage in seeking to achieve their respective investment objectives and will lose more money in market environments adverse to their respective daily investment objectives than funds that do not employ leverage. The use of leveraged and/or inverse leveraged positions could result in the total loss of an investor’s ~~investment.~~investment, even over periods as short as a single day.

For example, because the UltraShort Funds and Ultra Funds (except for the Ultra VIX Short-Term Futures ETF which includes a one and one-half times multiplier) include a two times the inverse(-2x), or a two times (2x) multiplier, asingle-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. For the UltraPro Fund and UltraPro Short Fund, because the Funds include a three times (3x) or three times the inverse (-3x) multiplier, a single day movement in the benchmark approaching 33% at any point in the day 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 the benchmark subsequently moves in an opposite direction, eliminating all or a portion of the movement. This would be the case with downwardsingle-day or intraday movements in the underlying benchmark of an Ultra Fund and UltraPro Fund or upwardsingle-day or intraday movements in the benchmark of an UltraShort Fund and UltraPro Short 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 ~~2016~~2017 may specify a January ~~2017~~2018 expiration. As that contract nears expiration, it may be replaced by selling the January ~~2017~~2018 contract and purchasing the contract expiring in March ~~2017.~~2018. 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 ~~2017~~2018 contract would take place at a price that is higher than the price at which the March ~~2017~~2018 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, an UltraPro Fund or a Matching VIX Fund that invests in such futures, and positively affect a Short Fund, an UltraShort Fund or an ~~UltraShort~~UltraPro Short 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, UltraShort Funds, and ~~UltraShort~~UltraPro Short Funds, and positively affect the Ultra Funds, UltraPro Funds and Matching VIX Funds.

Since the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average maturity of the applicable VIX Futures Index. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and, accordingly, decrease the return of the Ultra VIX Short-Term Futures ETF and the Matching VIX Funds.

Gold and silver have historically ~~exhibit~~exhibited 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.

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated the possibility of subsequent events existing in the Trust’s and the Funds’ financial statements through the date the financial statements were issued. Management has determined that there are no material events that would require disclosure in the Trust’s or the Funds’ financial statements through this date.

~~Item 2.~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

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 Form10-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”~~“potential,” “intend,” “project,” “seek” or the negative of these terms or other comparable terminology. None of the Trust, the Sponsor, the Trustee, or the ~~Trustee (as each term is defined below)~~Administrator 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.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risk and changes in circumstances that are difficult to predict and many of which are outside of the Funds’ control. The Funds’ forward-looking statements are not guarantees of future results and conditions and important factors, risks and uncertainties in the markets for financial instruments that the Funds trade, in the markets for related physical commodities, in the legal and regulatory regimes applicable to the Sponsor, the Funds, and the Funds’ service providers, and in the broader economy may cause the Funds’ actual results to differ materially from those expressed in forward-looking statements.

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, 2017,~~March 31, 2019, the following twenty series of the Trust have commenced investment operations: (i) ProShares VIX Short-Term Futures ETF and ProShares VIXMid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”); (ii) 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”); (iii) ProShares UltraShort Bloomberg Crude Oil, ProShares UltraPro 3x Short Crude Oil ETF, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Crude Oil, ProShares UltraPro 3x Crude Oil ETF, 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 (iv) 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, Inc. (“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 Form10-Q. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in this Quarterly Report on Form10-Q.

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

~~ProShare Capital Management LLC~~The Sponsor also 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~~“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 Form10-Q in several different ways. References to “Short Funds,” “UltraShort Funds,” “UltraPro Short Funds,” “Ultra Funds” or ~~“Ultra~~“UltraPro Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks. References to “Commodity Index ~~Funds”,~~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~~As described in each Fund’s prospectus, each of the Funds ~~generally invests~~intends to invest in ~~Financial~~“Financial Instruments” (Financial Instruments (~~i.e.~~,are instruments whose value is derived from the value of an underlying asset, rate or ~~index,~~benchmark 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~~the VIX Index, natural gas, crude oil, precious metals, or ~~equity volatility index.~~currencies, as applicable. Financial Instruments also are used to produce economically ~~“inverse,”~~“inverse”, “inverse leveraged” or “leveraged” investment results for the Geared Funds.

Each ~~“Short”~~Short Fund seeks daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to either one-half the inverse (-0.5x) or the inverse (-1x) of the daily performance of its corresponding benchmark. Each ~~“UltraShort”~~UltraShort Fund seeks daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to two times the inverse(-2x) of the daily performance of its corresponding benchmark. Each ~~“Ultra”~~UltraPro Short Fund seeks daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to three times the inverse (-3x) of the daily performance of its corresponding benchmark. Each Ultra Fund seeks daily investment results, before fees and expenses, that correspond to either one and one-half times (1.5x) or two times (2x) the daily performance of its corresponding benchmark. Each UltraPro Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results, ~~(before~~before fees and ~~expenses),~~expenses, both over a single day and over time, that match (1x) the performance of its corresponding benchmark. Daily performance is measured from the calculation of each Fund’s net asset value (“NAV”) to the ~~next.~~Fund’s next NAV calculation.

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.~~any other period. 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 in amount and possibly even direction from -0.5x, -1x,-2x, -3x, 1.5x, 2x or 2x3x of the return of the ~~index~~benchmark to which such Fund is benchmarked for that period. ~~In periods of higher market volatility, the volatility~~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 that use leverage, are riskier than similarly benchmarked exchange-traded funds that ~~are~~do not ~~geared.~~use leverage. 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 Geared 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 investment results, ~~(before~~before fees and ~~expenses), both over a single day and over time,~~expenses, that match the performance of the S&P 500 VIX Short-Term Futures Index (the “Short-Term VIX Index”) or the S&P 500 VIXMid-Term Futures Index (the~~“Mid-Term~~ “Mid-Term VIX Index”) (each a “VIX Futures Index”). Each Geared VIX Fund seeks daily investment results, ~~(before~~before fees and ~~expenses)~~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~~taking positions in futures contracts (“VIX futures contracts”) based on the Chicago Board Options Exchange (“CBOE”) Volatility Index (the “VIX”).

ProShares UltraShort Bloomberg Crude Oil, ProShares UltraPro 3x Short Crude Oil ETF, ProShares UltraShort Bloomberg Natural Gas, ProShares Ultra Bloomberg Crude Oil, ProShares UltraPro 3x Crude Oil ETF, and ProShares Ultra Bloomberg Natural Gas ~~each have a benchmark that is an index~~are benchmarked to indexes designed to track the performance of commodity futures contracts, as applicable. The daily performance of these ~~indexes~~Indexes and the corresponding Funds will likely be very different in amount and possibly even direction from the daily performance of the price of the related physical commodities.

Each Geared 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 aper-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.

The Sponsor maintains an Internet website at www.ProShares.com, through which monthly account statements and the Trust’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), can be accessed free of charge, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (the “SEC”). Additional information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.

Liquidity and Capital Resources

In order to collateralize derivatives positions in indices, commodities or currencies, a ~~significant~~ portion of the NAV 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~~and/or 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, 2017~~March 31, 2019 and ~~2016,~~2018, each of the Funds earned interest income as follows:

~~Interest Income~~


Fund	Interest Income Three Months Ended September 30, 2017		Interest Income Three Months Ended September 30, 2016		Interest Income Nine Months Ended September 30, 2017		Interest Income Nine Months Ended September 30, 2016		Interest Income Three Months Ended March 31, 2019		Interest Income Three Months Ended March 31, 2018
ProShares VIX Short-Term Futures ETF	$	379,082	$	144,244	$	786,305	$	324,819
ProShares VIXMid-Term Futures ETF		71,551		29,706		164,138		63,804
ProShares Short Euro									$	65,178	$	19,567
ProShares Short VIX Short-Term Futures ETF		2,102,194		248,974		3,484,888		848,132		1,584,561		1,769,973
ProShares Ultra Bloomberg Crude Oil										2,140,385		1,425,965
ProShares Ultra Bloomberg Natural Gas										117,835		136,075
ProShares Ultra Euro										39,503		25,079
ProShares Ultra Gold										415,585		312,544
ProShares Ultra Silver										904,454		773,864
ProShares Ultra VIX Short-Term Futures ETF		866,857		400,731		1,833,411		1,227,394		1,418,106		666,743
ProShares Ultra Yen										27,009		4,154
ProShares UltraPro 3x Crude Oil ETF										615,343		2,545
ProShares UltraPro 3x Short Crude Oil ETF										71,505		4,204
ProShares UltraShort Australian Dollar										48,542		21,139
ProShares UltraShort Bloomberg Crude Oil		458,896		112,015		998,438		345,514		361,771		729,417
ProShares UltraPro 3X Short Crude Oil ETF		—		—		—		—
ProShares UltraShort Bloomberg Natural Gas		11,436		2,395		25,909		16,513		59,875		15,138
ProShares UltraShort Euro										774,618		617,984
ProShares UltraShort Gold		85,802		44,515		202,149		118,780		95,211		90,144
ProShares UltraShort Silver		44,411		22,794		103,317		71,536		70,114		58,592
ProShares Short Euro		18,865		8,177		57,345		22,846
ProShares UltraShort Australian Dollar		23,090		12,198		58,614		32,241
ProShares UltraShort Euro		559,862		248,831		1,452,945		765,698
ProShares UltraShort Yen		389,160		155,603		1,072,691		328,442		292,368		312,520
ProShares Ultra Bloomberg Crude Oil		1,819,809		547,630		4,436,888		1,497,225
ProShares UltraPro 3X Crude Oil ETF		—		—		—		—
ProShares Ultra Bloomberg Natural Gas		93,039		18,114		199,874		45,257
ProShares Ultra Gold		231,647		72,710		531,782		178,730
ProShares Ultra Silver		612,838		277,478		1,497,007		587,744
ProShares Ultra Euro		30,171		6,257		69,923		18,054
ProShares Ultra Yen		10,221		4,659		21,407		11,808
ProShares VIX Mid-Term Futures ETF										265,413		61,704
ProShares VIX Short-Term Futures ETF										852,206		276,528

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”~~ “off-exchange” between private parties and, therefore, the time required to offset or “unwind” these positions may be greater than that for exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

The large size of the positions in which a Fund may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Investments related to one benchmark, which in many cases is highly concentrated.

Because each Fund may enter into swaps and may trade futures and forward contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk).

Market Risk

Trading in derivatives contracts involves each Fund entering into contractual commitments to purchase or sell a commodity, currency or spot volatility product underlying ~~the~~such Fund’s benchmark at a specified date and price, should it hold such ~~derivatives~~derivative 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 Form10-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~~OTC 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 the recovery of collateral posted in segregatedtri-party accounts at the Fund’s custodian bank.

Forward agreements do not involve the delivery of assets at the onset of a transaction, but may be settled physically in the underlying asset if such contracts are held to expiration, particularly in the case of currency forwards. Thus, prior to settlement, if the counterparty to a forward contract defaults, a Fund’s risk of loss will generally consist of the net amount of payments that the Fund is contractually entitled to receive, if any. However, if physically settled forwards are held until expiration (presently, there is no plan to do this), at the time of settlement, a Fund may be at risk for the full notional value of the forward contracts depending on the type of settlement procedures used.

The Sponsor attempts to minimize certain of these market and credit risks by normally:

executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;

limiting the outstanding amounts due from counterparties to the Funds;

not posting margin directly with a counterparty;

requiring that the counterparty posts collateral in amounts approximately equal to that owed to the Funds, as marked to market daily, subject to certain minimum thresholds;

limiting the amount of margin or premium posted at a futures commission merchant (“FCM”); and

ensuring that deliverable contracts are not held to such a date when delivery of the underlying asset could be called for.

Off-Balance Sheet Arrangements and Contractual Obligations

As of ~~November~~May 2, ~~2017,~~2019 the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitateoff-balance sheet financing arrangements and have no loan guarantee arrangements oroff-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~~payment amounts 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 Funds value ~~transactions~~investments 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 Funds’ final creation/redemption NAV for the ~~three and nine months~~period ended ~~September 30, 2017.~~March 31, 2019.

Derivatives (~~e.g.~~(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,~~Futures contracts valuations are typically categorized as Level I in the fair value hierarchy. Swap agreements, forward agreements and ~~fornon-exchange-traded~~ ~~derivatives,~~foreign currency forward contracts valuations are typically categorized as Level II in the fair value hierarchy. 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.~~position. 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~~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 each ~~Leveraged and VIX~~ Fund’s policy is intended to result in a calculation of the ~~Leveraged or the VIX~~ Fund’s NAV that fairly reflects investment values as of the time of pricing, the ~~Leveraged and the VIX~~ Funds cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the ~~Leveraged or the VIX~~ Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale).

The prices used by the ~~Leveraged or the VIX~~ Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

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~~investments 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~~ 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. The Sponsor is currently paying brokerage commissions onin 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.

Results of Operations for the Three Months Ended ~~September 30, 2017~~March 31, 2019 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2018

ProShares VIX Short-Term Futures ETF*Short Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	162,053,094		$	190,955,944		$	8,619,686		$	7,991,880
NAV end of period	$	191,364,819		$	227,819,218		$	22,213,438		$	7,850,562
Percentage change in NAV		18.1	%		19.3	%		157.7	%		(1.8	)%
Shares outstanding beginning of period		3,796,113			1,057,491			200,000			200,000
Shares outstanding end of period		5,876,317			1,996,113			500,000			200,000
Percentage change in shares outstanding		54.8	%		88.8	%		150.0	%		—	%
Shares created		3,106,250			1,151,250			300,000			—
Shares redeemed		1,026,046			212,628			—			—
Per share NAV beginning of period	$	42.69		$	180.57		$	43.10		$	39.96
Per share NAV end of period	$	32.57		$	114.13		$	44.43		$	39.25
Percentage change in per share NAV		(23.7	)%		(36.8	)%		3.1	%		(1.8	)%
Percentage change in benchmark		(23.4	)%		(36.8	)%		(2.1	)%		2.6	%
Benchmark annualized volatility		65.8	%		55.1	%		6.3	%		7.9	%

During the three months ended ~~September 30, 2017,~~March 31, 2019, the increase in the Fund’s NAV resulted primarily from an increase from ~~3,796,113~~200,000 outstanding Shares at ~~June 30, 2017~~December 31, 2018 to ~~5,876,317~~500,000 outstanding Shares at ~~September 30, 2017.~~March 31, 2019. The increase in the Fund’s NAV ~~was offset by~~also resulted in part from the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to the inverse of the daily performance of the ~~S&P 500 VIX Short-Term Futures Index.~~spot price of the euro versus the U.S. dollar. By comparison, during the three months ended ~~September 30, 2016,~~March 31, 2018, the ~~increase~~decrease in the Fund’s NAV resulted from ~~an increase from 1,057,491 outstanding Shares at June 30, 2016 to 1,996,113 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV was offset by~~ the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to the inverse of the daily performance of the ~~S&P 500 VIX Short-Term Futures Index.~~spot price of the euro versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2017 to March 31, 2018.

For the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, 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~~increase of ~~23.7%~~3.1% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the Fund’s per Share NAV decrease of ~~36.8%~~1.8% for the three months ended ~~September 30, 2016,~~March 31, 2018, was primarily due to ~~a lesser depreciation~~appreciation in the value of the assets ofheld by the Fund during the three months ended ~~September 30, 2017.~~

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on August 11, 2017 at $45.92 per Share and reached its low for the period on September 29, 2017 at $32.56 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 5, 2016 at $179.80 per Share and reached its low for the period on September 28, 2016 at $110.88 per Share.March 31, 2019.

The benchmark’s decline of ~~23.4%~~2.1% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the benchmark’s ~~decline~~rise of ~~36.8%~~2.6% for the three months ended ~~September 30, 2016,~~March 31, 2018, can be attributed to a ~~lesser decline~~decrease in ~~prices~~the value of the ~~near-term futures contracts on~~euro versus the ~~VIX futures curve~~U.S. dollar during the ~~three months~~period ended ~~September 30, 2017.~~March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Net investment income (loss)	$	(61,284	)	$	(407,697	)	$	37,625	$	934
Management fee		381,123			474,982			26,985		18,350
Brokerage commissions		59,243			76,959
Brokerage commission								568		283
Net realized gain (loss)		(27,446,786	)		(101,781,283	)		147,106		(379,586	)
Change in net unrealized appreciation/depreciation		(17,216,367	)		6,811,763			203,871		237,334
Net income (loss)	$	(44,724,437	)	$	(95,377,217	)
Net Income (loss)							$	388,602	$	(141,318	)

The Fund’s net income increased for the three months ended ~~September 30, 2017,~~March 31, 2019 as compared to the three months ended ~~September 30, 2016,~~March 31, 2018, primarily due to a ~~lesser decline~~decrease in the ~~prices~~value of the ~~near-term futures contracts on~~euro versus the ~~VIX futures curve~~U.S. dollar during the three months ended ~~September 30, 2017.~~

*	~~See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form10-Q~~ ~~regarding the reverse Share splits for the ProShares VIX Short-Term Futures ETF.~~

~~ProShares VIXMid-Term~~ ~~Futures ETF~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 30,550,943 $ 42,224,892
NAV end of period
   $ 45,047,423 $ 58,894,811
Percentage change in NAV
   47.5 % 39.5 %
Shares outstanding beginning of period
   1,112,403 812,403
Shares outstanding end of period
   1,787,403 1,287,403
Percentage change in shares outstanding
   60.7 % 58.5 %
Shares created
   675,000 525,000
Shares redeemed
   —   50,000
Per share NAV beginning of period
   $ 27.46 $ 51.98
Per share NAV end of period
   $ 25.20 $ 45.75
Percentage change in per share NAV
   (8.2 )% (12.0 )%
Percentage change in benchmark
   (8.0 )% (11.7 )%
Benchmark annualized volatility
   27.0 % 20.2 %

During the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 1,112,403 outstanding Shares at June 30, 2017 to 1,787,403 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX~~Mid-Term~~ Futures Index. By comparison, during the three months ended September 30, 2016, the increase in the Fund’s NAV resulted from an increase from 812,403 outstanding Shares at June 30, 2016 to 1,287,403 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX~~Mid-Term~~ ~~Futures Index.~~

For the three months ended September 30, 2017 and 2016, 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 8.2% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 12.0% for the three months ended September 30, 2016 was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2017.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on August 11, 2017 at $28.23 per Share and reached its low for the period on August 1, 2017 at $24.92 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 1, 2016 at $52.33 per Share and reached its low for the period on September 28, 2016 at $45.62 per Share.

The benchmark’s decline of 8.0% for the three months ended September 30, 2017, as compared to the benchmark’s decline of 11.7% for the three months ended September 30, 2016, can be attributed to a lesser decline in prices of the futures contracts that made up the S&P 500 VIX~~Mid-Term~~ ~~Futures Index during the three months ended September 30, 2017.~~

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ (15,787 )    $ (89,667 )
Management fee
   80,574    108,438
Brokerage commissions
   6,764    10,935
Net realized gain (loss)
   (3,965,084 )    (4,899,386 )
Change in net unrealized appreciation/depreciation
   365,957    (1,141,385 )
Net income (loss)
   $ (3,614,914 )    $ (6,130,438 )

The Fund’s net income increased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to a lesser decline in the prices of the futures contracts that made up the S&P 500 VIX~~Mid-Term~~ ~~Futures Index during the three months ended September 30, 2017.~~March 31, 2019.

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, 2017~~March 31, 2019 and ~~2016:~~2018:

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 793,060,423 $ 687,712,265
NAV end of period
   $ 1,039,873,910 $ 504,798,665
Percentage change in NAV
   31.1 % (26.6 )%
Shares outstanding beginning of period
   9,900,000 27,600,000
Shares outstanding end of period
   11,100,000 13,900,000
Percentage change in shares outstanding
   12.1 % (49.6 )%
Shares created
   17,750,000 18,500,000
Shares redeemed
   16,550,000 32,200,000
Per share NAV beginning of period
   $ 80.11 $ 24.92
Per share NAV end of period
   $ 93.68 $ 36.32
Percentage change in per share NAV
   16.9 % 45.7 %
Percentage change in benchmark
   (23.4 )% (36.8 )%
Benchmark annualized volatility
   65.8 % 55.1 %

   Three Months Ended
March 31, 2019 Three Months Ended
March 31, 2018
NAV beginning of period
   $ 344,596,263 $ 770,163,871
NAV end of period
   $ 441,188,509 $ 693,246,689
Percentage change in NAV
   28.0 % (10.0 )%
Shares outstanding beginning of period
   8,134,307 1,512,500
Shares outstanding end of period
   8,434,307 14,950,000
Percentage change in shares outstanding
   3.7 % 888.4 %
Shares created
   300,000 17,475,000
Shares redeemed
   —   4,037,500
Per share NAV beginning of period
   $ 42.36 $ 509.20
Per share NAV end of period
   $ 52.31 $ 46.37
Percentage change in per share NAV
   23.5 % (90.9 )%
Percentage change in benchmark
   (37.4 )% 71.2 %
Benchmark annualized volatility
   51.6 % 215.0 %

During the three months ended ~~September 30, 2017,~~March 31, 2019, the increase in the Fund’s NAV resulted primarily from ~~an increase from 9,900,000 outstanding Shares at June 30, 2017~~the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to ~~11,100,000 outstanding Shares at September 30, 2017.~~one-half the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. The increase in the Fund’s NAV also resulted in part from an increase from 8,134,307 outstanding Shares at December 31, 2018 to 8,434,307 outstanding Shares at March 31, 2019. By comparison, during the three months ended March 31, 2018, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures ~~Index. By comparison, during~~Index prior to the three months ended September 30, 2016, the decrease in the Fund’s NAV resulted from a decrease from 27,600,000 outstanding Shares at June 30, 2016 to 13,900,000 outstanding Shares at September 30, 2016. The decrease in the Fund’s NAV was offset by the cumulative effectclose of ~~the Fund seeking daily investment results (before fees~~business on February 27, 2018, and ~~expenses) that correspond to~~one-half the inverse of the daily performance of the S&P 500 VIX Short-Term Futures ~~Index.~~Index, effective as of the close of business, February 27, 2018, through the end of the reporting period. The decrease in the Fund’s NAV was offset by an increase from 1,512,500 outstanding Shares at December 31, 2017 to 14,950,000 outstanding Shares at March 31, 2018.

For the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its ~~benchmark.~~benchmark prior to the close of business on February 27, 2018, and to one-half the inverse of the daily performance of its benchmark as of the close of business, February 27, 2018. The Fund’s per Share NAV increase of ~~16.9%~~23.5% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the Fund’s per Share NAV ~~increase~~decrease of ~~45.7%~~90.9% for the three months ended ~~September 30, 2016,~~March 31, 2018, was primarily due to ~~a lesser~~ appreciation in the value of the assets ofheld by the Fund during the three months ended ~~September 30, 2017.~~March 31, 2019.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 29, 2017 at $93.68 per Share and reached its low for the period on August 18, 2017 at $70.05 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on September 7, 2016 at $39.58 per Share and reached its low for the period on July 5, 2016 at $25.02 per Share.

The benchmark’s decline of ~~23.4%~~37.4% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the benchmark’s ~~decline~~rise of ~~36.8%~~71.2% for the three months ended ~~September 30, 2016,~~March 31, 2018, can be attributed to a ~~lesser decline~~decrease in the value of ~~the prices of the~~ near-term futures contracts on the VIX futures curve during the ~~three months~~period ended ~~September 30, 2017.~~March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Net investment income (loss)	$	(1,640,811	)	$	(1,171,428	)	$	45,436	$	(1,750,599	)
Management fee		2,376,444			951,001			952,127		2,156,096
Brokerage commissions		1,366,561			469,401
Brokerage commission								188,424		1,337,687
Non-recurring fees and expenses								398,550		—
Net realized gain (loss)		188,307,524			277,233,576			59,105,354		(1,883,785,962	)
Change in net unrealized appreciation/depreciation		100,090,454			(51,779,349	)		22,571,460		(53,737,429	)
Net income (loss)	$	286,757,167		$	224,282,799
Net Income (loss)							$	81,722,250	$	(1,939,273,990	)

The Fund’s net income increased for the three months ended ~~September 30, 2017,~~March 31, 2019 as compared to the three months ended ~~September 30, 2016,~~March 31, 2018, primarily due to a decrease in the ~~prices~~value of ~~near-term~~ futures ~~contracts on the VIX futures curve, in conjunction with an increase in shares outstanding,~~prices during the three months ended ~~September 30, 2017.~~March 31, 2019.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form10-Q regarding the reverse Share split for the ProShares Short VIX Short-Term Futures ETF.

ProShares Ultra VIX Short-Term Futures ETF*Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	378,714,636		$	839,613,853		$	368,399,654		$	524,445,526
NAV end of period	$	535,095,732		$	738,749,800		$	425,287,296		$	411,128,942
Percentage change in NAV		41.3	%		(12.0	)%		15.4	%		(21.6	)%
Shares outstanding beginning of period		9,631,952			920,025			28,211,317			22,161,317
Shares outstanding end of period		25,927,238			2,185,383			19,761,317			14,961,317
Percentage change in shares outstanding		169.2	%		137.5	%		(30.0	)%		(32.5	)%
Shares created		33,400,000			2,356,500			3,300,000			1,950,000
Shares redeemed		17,104,14			1,091,142			11,750,000			9,150,000
Per share NAV beginning of period	$	39.32		$	912.60		$	13.06		$	23.66
Per share NAV end of period	$	20.64		$	338.04		$	21.52		$	27.48
Percentage change in per share NAV		(47.5	)%		(63.0	)%		64.8	%		16.1	%
Percentage change in benchmark		(23.4	)%		(36.8	)%		30.2	%		8.8	%
Benchmark annualized volatility		65.8	%		55.1	%		26.5	%		22.3	%

During the three months ended ~~September 30, 2017,~~March 31, 2019, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 2x of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. The increase in the Fund’s NAV was offset by a decrease from 28,211,317 outstanding Shares at

December 31, 2018 to 19,761,317 outstanding Shares at March 31, 2019. By comparison, during the three months ended March 31, 2018, the decrease in the Fund’s NAV resulted from a decrease from 22,161,317 outstanding Shares at December 31, 2017 to 14,961,317 outstanding Shares at March 31, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 2x of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the three months ended March 31, 2019 and 2018, 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 64.8% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV increase of 16.1% for the three months ended March 31, 2018, was primarily due to greater appreciation in the value of the assets held by the Fund during the three months ended March 31, 2019.

The benchmark’s rise of 30.2% for the three months ended March 31, 2019, as compared to the benchmark’s rise of 8.8% for the three months ended March 31, 2018, can be attributed to a greater increase in the value of WTI Crude Oil during the period ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Net investment income (loss)	$	1,095,944	$	334,994
Management fee		1,025,194		1,072,854
Brokerage commission		19,247		18,117
Net realized gain (loss)		76,523,404		112,517,885
Change in net unrealized appreciation/depreciation		143,399,033		(38,507,955	)
Net Income (loss)	$	221,018,381	$	74,344,924

The Fund’s net income increased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018, primarily due to a greater increase in the value of WTI Crude Oil during the three months ended March 31, 2019.

ProShares Ultra Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	14,617,440		$	63,268,950
NAV end of period	$	20,900,095		$	39,239,545
Percentage change in NAV		43.0	%		(38.0	)%
Shares outstanding beginning of period		578,150			1,938,434
Shares outstanding end of period		1,028,150			1,428,150
Percentage change in shares outstanding		77.8	%		(26.3	)%
Shares created		1,300,000			650,000
Shares redeemed		850,000			1,160,284
Per share NAV beginning of period	$	25.28		$	32.64
Per share NAV end of period	$	20.33		$	27.48
Percentage change in per share NAV		(19.6	)%		(15.8	)%
Percentage change in benchmark		(7.9	)%		(6.9	)%
Benchmark annualized volatility		42.4	%		30.3	%

During the three months ended March 31, 2019, the increase in the Fund’s NAV resulted primarily from an increase from ~~9,631,952~~578,150 outstanding Shares at ~~June 30, 2017~~December 31, 2018 to ~~25,927,238~~1,028,150 outstanding Shares at ~~September 30, 2017.~~March 31, 2019. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to 2x of the daily performance of the ~~S&P 500 VIX Short-Term Futures Index.~~Bloomberg Natural Gas Subindex^SM. By comparison, during the three months ended ~~September 30, 2016,~~March 31, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,938,434 outstanding Shares at December 31, 2017 to 1,428,150 outstanding Shares at March 31, 2018. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~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 920,025 outstanding Shares at June 30, 2016 to 2,185,383 outstanding Shares at September 30, 2016.Bloomberg Natural Gas Subindex^SM.

For the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, 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 ~~47.5%~~19.6% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the Fund’s per Share NAV decrease of ~~63.0%~~15.8% for the three months ended ~~September 30, 2016,~~March 31, 2018, was primarily due to ~~a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2017.~~

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on August 11, 2017 at $43.94 per Share and reached its low for the period on September 29, 2017 at $20.64 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 5, 2016 at $904.80 per Share and reached its low for the period on September 28, 2016 at $319.60 per Share.

The benchmark’s decline of 23.4% for the three months ended September 30, 2017, as compared to the benchmark’s decline of 36.8% for the three months ended September 30, 2016, can be attributed to a lesser decline in prices of the near-term futures contracts on the VIX futures curve during the three months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ (1,324,516 )    $ (2,326,627 )
Management fee
   1,040,567    1,625,260
Brokerage commissions
   1,150,806    1,102,098
Net realized gain (loss)
   (126,538,682 )    (745,085,668 )
Change in net unrealized appreciation/depreciation
   (95,494,039 )    139,001,218
Net income (loss)
   $ (223,357,237 )    $ (608,411,077 )

The Fund’s net income increased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended September 30, 2017.

*	~~See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form10-Q~~ ~~regarding the reverse Share splits for the ProShares Ultra VIX Short-Term Futures ETF.~~

ProShares UltraShort Bloomberg Crude Oil*

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 121,175,298 $ 165,504,746
NAV end of period
   $ 238,227,025 $ 189,577,580
Percentage change in NAV
   96.6 % 14.5 %
Shares outstanding beginning of period
   2,789,884 4,039,884
Shares outstanding end of period
   7,089,884 4,739,884
Percentage change in shares outstanding
   154.1 % 17.3 %
Shares created
   5,400,000 3,100,000
Shares redeemed
   1,100,000 2,400,000
Per share NAV beginning of period
   $ 43.43 $ 40.97
Per share NAV end of period
   $ 33.60 $ 40.00
Percentage change in per share NAV
   (22.6 )% (2.4 )%
Percentage change in benchmark
   11.2 % (5.0 )%
Benchmark annualized volatility
   25.6 % 40.5 %

During the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 2,789,884 outstanding Shares at June 30, 2017 to 7,089,884 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the three months ended September 30, 2016, the increase in the Fund’s NAV resulted from an increase from 4,039,884 outstanding Shares at June 30, 2016 to 4,739,884 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the three months ended September 30, 2017 and 2016, 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 22.6% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 2.4% for the three months ended September 30, 2016, was primarily due to a greater depreciation in the value of the assets ofheld by the Fund during the three months ended ~~September 30, 2017.~~

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 7, 2017 at $46.80 per Share and reached its low for the period on September 25, 2017 at $32.91 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on August 2, 2016 at $60.42 per Share and reached its low for the period on July 1, 2016 at $39.90 per Share.March 31, 2019.

The benchmark’s ~~rise~~decline of ~~11.2%~~7.9% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the benchmark’s decline of ~~5.0%~~6.9% for the three months ended ~~September 30, 2016,~~March 31, 2018, can be attributed to ~~an increase~~a greater decrease in the ~~price~~value of ~~WTI Crude Oil~~Henry Hub Natural Gas during the ~~three months~~period ended ~~September 30, 2017.~~March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ (15,678 )    $ (321,432 )
Management fee
   456,582    405,879
Brokerage commissions
   17,992    27,568
Net realized gain (loss)
   (9,418,914 )    50,285,292
Change in net unrealized appreciation/depreciation
   (30,446,676 )    (32,963,803 )
Net income (loss)
   $ (39,881,268 )    $ 17,000,057

The Fund’s net income decreased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to an increase in the price of WTI Crude Oil during the three months ended September 30, 2017.

*	~~See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form10-Q~~ ~~regarding the Share split for the ProShares UltraShort Bloomberg Crude Oil.~~

~~ProShares UltraPro 3x Short Crude Oil ETF~~

~~Fund Performance~~

~~Since the Fund commenced investment operations on March 24, 2017, comparisons of the Fund’s results of operations for the three months ended September 30, 2016 have not been provided.~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017:~~

   Three Months Ended
September 30, 2017
NAV beginning of period
   $ 5,292,315
NAV end of period
   $ 15,768,728
Percentage change in NAV
   198.0 %
Shares outstanding beginning of period
   200,008
Shares outstanding end of period
   900,008
Percentage change in shares outstanding
   350.0 %
Shares created
   700,000
Shares redeemed
   —
Per share NAV beginning of period
   $ 26.46
Per share NAV end of period
   $ 17.52
Percentage change in per share NAV
   (33.8 )%
Percentage change in benchmark
   11.2 %
Benchmark annualized volatility
   25.6 %

During the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 200,008 outstanding Shares at June 30, 2017 to 900,008 outstanding Shares at September 30, 2017. 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 3x of the inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

~~For the three months ended September 30, 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 3x of the inverse of the daily performance of its benchmark.~~

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 7, 2017 at $29.47 per Share and reached its low for the period on September 25, 2017 at $17.00 per Share.

~~The benchmark’s rise of 11.2% for the three months ended September 30, 2017, can be attributed to an increase in the price of WTI Crude Oil during the three months ended September 30, 2017.~~

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017:~~

   Three Months Ended
September 30, 2017
Net investment income (loss)
   $ (34,013 )
Brokerage commissions
   9,395
Offering costs
   37,405
Limitation by Sponsor
   (12,787 )
Net realized gain (loss)
   (1,540,337 )
Change in net unrealized appreciation/depreciation
   (2,178,096 )
Net income (loss)
   $ (3,752,446 )

~~ProShares UltraShort Bloomberg Natural Gas~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016 :~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 7,455,967 $ 2,550,965
NAV end of period
   $ 5,921,434 $ 6,349,132
Percentage change in NAV
   (20.6 )% 148.9 %
Shares outstanding beginning of period
   224,832 74,832
Shares outstanding end of period
   174,832 174,832
Percentage change in shares outstanding
   (22.2 )% 133.6 %
Shares created
   150,000 400,000
Shares redeemed
   200,000 300,000
Per share NAV beginning of period
   $ 33.16 $ 34.09
Per share NAV end of period
   $ 33.87 $ 36.32
Percentage change in per share NAV
   2.1 % 6.5 %
Percentage change in benchmark
   (4.1 )% (8.0 )%
Benchmark annualized volatility
   29.6 % 36.5 %

During the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 224,832 outstanding Shares at June 30, 2017 to 174,832 outstanding Shares at September 30, 2017. 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, 2016, the increase in the Fund’s NAV resulted primarily from an increase from 74,832 outstanding Shares at June 30, 2016 to 174,832 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg Natural Gas Subindex^SM.

For the three months ended September 30, 2017 and 2016, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 2.1% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV increase of 6.5% for the three months ended September 30, 2016, was primarily due to a lesser appreciation in the value of the assets of the Fund during the three months ended September 30, 2017.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on August 4, 2017 at $38.35 per Share and reached its low for the period on September 18, 2017 at $30.27 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 20, 2016 at $41.18 per Share and reached its low for the period on September 21, 2016 at $31.43 per Share.

The benchmark’s decline of 4.1%for the three months ended September 30, 2017, as compared to the benchmark’s decline of 8.0% for the three months ended September 30, 2016, can be attributed to a lesser decrease in the price of Henry Hub Natural Gas during the three months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ (13,899 )    $ (19,256 )
Management fee
   18,019    13,043
Brokerage commissions
   7,316    8,608
Net realized gain (loss)
   (151,443 )    (101,563 )
Change in net unrealized appreciation/depreciation
   615,756    712,823
Net income (loss)
   $ 450,414    $ 592,004

The Fund’s net income decreased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to a lesser decrease in the price of Henry Hub Natural Gas, during the three months ended September 30, 2017.

~~ProShares UltraShort Gold~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016 :~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 37,919,363 $ 56,037,110
NAV end of period
   $ 35,426,783 $ 76,364,786
Percentage change in NAV
   (6.6 )% 36.3 %
Shares outstanding beginning of period
   496,978 796,978
Shares outstanding end of period
   496,978 1,096,978
Percentage change in shares outstanding
   0.0 % 37.6 %
Shares created
   50,000 300,000
Shares redeemed
   50,000 —
Per share NAV beginning of period
   $ 76.30 $ 70.31
Per share NAV end of period
   $ 71.28 $ 69.61
Percentage change in per share NAV
   (6.6 )% (1.0 )%
Percentage change in benchmark
   3.3 % 0.1 %
Benchmark annualized volatility
   10.6 % 10.8 %

During the three months ended September 30, 2017, the decrease in the Fund’s NAV 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. LBMA Gold Price. There was no net change in the Fund’s outstanding Shares from June 30, 2017 to September 30, 2017. By comparison, during the three months ended September 30, 2016, the increase in the Fund’s NAV resulted from an increase from 796,978 outstanding Shares at June 30, 2016 to 1,096,978 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price.

For the three months ended September 30, 2017 and 2016, 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 6.6% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 1.0% for the three months ended September 30, 2016, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended September 30, 2017.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 11, 2017 at $80.26 per Share and reached its low for the period on September 8, 2017 at $64.79 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on August 31, 2016 at $71.19 per Share and reached its low for the period on July 6, 2016 at $65.63 per Share.

The benchmark’s rise of 3.3% for the three months ended September 30, 2017, as compared to the benchmark’s rise of 0.1% for the three months ended September 30, 2016, can be attributed to a greater increase in the price of spot gold in U.S. dollar terms during the three months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ (974 )    $ (119,115 )
Management fee
   86,766    163,622
Brokerage commissions
   10    8
Net realized gain (loss)
   (2,644,251 )    (10,296,369 )
Change in net unrealized appreciation/depreciation
   300,334    9,773,255
Net income (loss)
   $ (2,344,891 )    $ (642,229 )

The Fund’s net income decreased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to a greater increase in the price of spot gold in U.S. dollar terms during the three months ended September 30, 2017.

~~ProShares UltraShort Silver~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 23,175,549 $ 32,067,220
NAV end of period
   $ 22,933,677 $ 39,589,348
Percentage change in NAV
   (1.0 )% 23.5 %
Shares outstanding beginning of period
   666,976 966,976
Shares outstanding end of period
   716,976 1,416,976
Percentage change in shares outstanding
   7.5 % 46.5 %
Shares created
   200,000 600,000
Shares redeemed
   150,000 150,000
Per share NAV beginning of period
   $ 34.75 $ 33.16
Per share NAV end of period
   $ 31.99 $ 27.94
Percentage change in per share NAV
   (7.9 )% (15.7 )%
Percentage change in benchmark
   2.4 % 5.4 %
Benchmark annualized volatility
   23.7 % 30.1 %

During the three months ended September 30, 2017, 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 silver bullion as measured by the London Silver Price. The decrease in the Fund’s NAV was offset by an increase from 666,976 outstanding Shares at June 30, 2017 to 716,976 outstanding Shares at September 30, 2017. By comparison, during the three months ended September 30, 2016, the increase in the Fund’s NAV resulted from an increase from 966,976 outstanding Shares at June 30, 2016 to 1,416,976 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the London Silver Price.

For the three months ended September 30, 2017 and 2016, 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 7.9% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 15.7% for the three months ended September 30, 2016, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2017.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 10, 2017 at $40.39 per Share and reached its low for the period on September 8, 2017 at $27.55 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on August 25, 2016 at $31.18 per Share and reached its low for the period on August 2, 2016 at $25.21 per Share.

The benchmark’s rise of 2.4% for the three months ended September 30, 2017, as compared to the benchmark’s rise of 5.4% for the three months ended September 30, 2016, can be attributed to a lesser rise in the price of spot silver in U.S. dollar terms during the three months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~


	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	(2,336	)	$	(64,078	)	$	44,045		$	7,455
Management fee		46,737			86,864			54,851			104,599
Brokerage commissions		10			8
Brokerage commission								18,939			24,021
Net realized gain (loss)		(467,217	)		(14,865,805	)		(13,301,897	)		1,134,792
Change in net unrealized appreciation/depreciation		(393,727	)		9,509,304			10,344,998			(4,970,999	)
Net income (loss)	$	(863,280	)	$	(5,420,579	)
Net Income (loss)							$	(2,912,854	)	$	(3,828,752	)

The Fund’s net income increased for the three months ended ~~September 30, 2017,~~March 31, 2019 as compared to the three months ended ~~September 30, 2016,~~March 31, 2018, primarily due to a ~~lesser rise~~greater decrease in the ~~price~~value of ~~spot silver~~Henry Hub Natural Gas, in ~~U.S. dollar terms~~conjunction with a significant decline in average shares outstanding, during the three months ended ~~September 30, 2017.~~March 31, 2019.

ProShares ~~Short~~Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 10,433,992 $ 17,125,648
NAV end of period
   $ 8,093,438 $ 14,775,779
Percentage change in NAV
   (22.4 )% (13.7 )%
Shares outstanding beginning of period
   250,000 400,000
Shares outstanding end of period
   200,000 350,000
Percentage change in shares outstanding
   (20.0 )% (12.5 )%
Shares created
   —   —
Shares redeemed
   50,000 50,000
Per share NAV beginning of period
   $ 41.74 $ 42.81
Per share NAV end of period
   $ 40.47 $ 42.22
Percentage change in per share NAV
   (3.0 )% (1.4 )%
Percentage change in benchmark
   3.5 % 1.2 %
Benchmark annualized volatility
   7.3 % 5.9 %

   Three Months Ended
March 31, 2019 Three Months Ended
March 31, 2018
NAV beginning of period
   $ 7,544,569 $ 9,591,516
NAV end of period
   $ 7,857,207 $ 9,952,883
Percentage change in NAV
   4.1 % 3.8 %
Shares outstanding beginning of period
   500,000 550,000
Shares outstanding end of period
   550,000 550,000
Percentage change in shares outstanding
   10.0 % —   %
Shares created
   50,000 100,000
Shares redeemed
   —   100,000
Per share NAV beginning of period
   $ 15.09 $ 17.44
Per share NAV end of period
   $ 14.29 $ 18.10
Percentage change in per share NAV
   (5.3 )% 3.8 %
Percentage change in benchmark
   (2.1 )% 2.6 %
Benchmark annualized volatility
   6.3 % 7.9 %

During the three months ended ~~September 30, 2017,~~March 31, 2019, the ~~decrease~~increase in the Fund’s NAV resulted primarily from ~~a decrease~~an increase from ~~250,000~~500,000 outstanding Shares at ~~June 30, 2017~~December 31, 2018 to ~~200,000~~550,000 outstanding Shares at ~~September 30, 2017.~~March 31, 2019. The ~~decrease~~increase in the Fund’s NAV ~~also resulted in part from~~was offset by the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to ~~the inverse~~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, 2016,~~March 31, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 400,000 outstanding Shares at June 30, 2016 to 350,000 outstanding Shares at September 30, 2016. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended September 30, 2017 and 2016, 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 3.0% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 1.4% for the three months ended September 30, 2016, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended September 30, 2017.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 5, 2017 at $42.03 per Share and reached its low for the period on September 8, 2017 at $39.73 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 22, 2016 at $43.21 per Share and reached its low for the period on August 18, 2016 at $41.73 per Share.

The benchmark’s rise of 3.5% for the three months ended September 30, 2017, as compared to the benchmark’s rise of 1.2% for the three months ended September 30, 2016, can be attributed to a greater increase ~~in the value of the euro versus the U.S. dollar during the three months ended September 30, 2017.~~

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ (3,071 )    $ (29,155 )
Management fee
   21,606    36,752
Brokerage commissions
   330    580
Net realized gain (loss)
   (599,589 )    327,210
Change in net unrealized appreciation/depreciation
   292,113    (487,210 )
Net income (loss)
   $ (310,547 )    $ (189,155 )

The Fund’s net income decreased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to a greater increase in the value of the euro versus the U.S. dollar during the three months ended September 30, 2017.

~~ProShares UltraShort Australian Dollar~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 11,974,974 $ 18,713,405
NAV end of period
   $ 9,125,205 $ 17,389,549
Percentage change in NAV
   (23.8 )% (7.1 )%
Shares outstanding beginning of period
   250,000 350,000
Shares outstanding end of period
   200,000 350,000
Percentage change in shares outstanding
   (20.0 )% 0.0 %
Shares created
   —   —
Shares redeemed
   50,000 —
Per share NAV beginning of period
   $ 47.90 $ 53.47
Per share NAV end of period
   $ 45.63 $ 49.68
Percentage change in per share NAV
   (4.7 )% (7.1 )%
Percentage change in benchmark
   2.1 % 2.7 %
Benchmark annualized volatility
   7.3 % 9.7 %

During the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 250,000 outstanding Shares at June 30, 2017 to 200,000 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. By comparison, during the three months ended September 30, 2016, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to 2x ~~of the inverse~~ of the daily performance of the spot price of the ~~Australian dollar~~euro versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from ~~June 30, 2016~~December 31, 2017 to ~~September 30, 2016.~~March 31, 2018.

For the three months ended ~~September 30, 2017~~March 31, 2019 and 2016, 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, 2017, as compared to the Fund’s per Share NAV decrease of 7.1% for the three months ended September 30, 2016, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended September 30, 2017.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 6, 2017 at $49.09 per Share and reached its low for the period on September 8, 2017 at $43.35 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 5, 2016 at $53.31 per Share and reached its low for the period on September 28, 2016 at $49.42 per Share.

The benchmark’s rise of 2.1% for the three months ended September 30, 2017, as compared to the benchmark’s rise of 2.7% for the three months ended September 30, 2016, can be attributed to a lesser rise in the value of the Australian dollar versus the U.S. dollar during the three months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ (3,456 )    $ (33,889 )
Management fee
   24,991    42,820
Brokerage commissions
   1,555    3,267
Net realized gain (loss)
   (1,453,377 )    (318,841 )
Change in net unrealized appreciation/depreciation
   837,786    (971,126 )
Net income (loss)
   $ (619,047 )    $ (1,323,856 )

The Fund’s net income increased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to a lesser rise in the value of the Australian dollar versus the U.S. dollar during the three months ended September 30, 2017.

~~ProShares UltraShort Euro~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 237,012,906 $ 386,660,905
NAV end of period
   $ 226,620,904 $ 370,915,586
Percentage change in NAV
   (4.4 )% (4.1 )%
Shares outstanding beginning of period
   10,250,000 15,900,000
Shares outstanding end of period
   10,450,000 15,600,000
Percentage change in shares outstanding
   2.0 % (1.9 )%
Shares created
   1,350,000 200,000
Shares redeemed
   1,150,000 500,000
Per share NAV beginning of period
   $ 23.12 $ 24.32
Per share NAV end of period
   $ 21.69 $ 23.78
Percentage change in per share NAV
   (6.2 )% (2.2 )%
Percentage change in benchmark
   3.5 % 1.2 %
Benchmark annualized volatility
   7.3 % 5.9 %

During the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the euro versus the U.S. dollar. The decrease in the Fund’s NAV was offset by an increase from 10,250,000 outstanding Shares at June 30, 2017 to 10,450,000 outstanding Shares at September 30, 2017. By comparison, during the three months ended September 30, 2016, the decrease in the Fund’s NAV resulted primarily from a decrease from 15,900,000 outstanding Shares at June 30, 2016 to 15,600,000 outstanding Shares at September 30, 2016. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended September 30, 2017 and 2016, 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 6.2% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 2.2% for the three months ended September 30, 2016, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended September 30, 2017.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 5, 2017 at $23.45 per Share and reached its low for the period on September 8, 2017 at $20.91 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 22, 2016 at $24.88 per Share and reached its low for the period on August 18, 2016 at $23.21 per Share.

The benchmark’s rise of 3.5% for the three months ended September 30, 2017, as compared to the benchmark’s rise of 1.2% for the three months ended September 30, 2016, can be attributed to a greater rise in the value of the euro versus the U.S. dollar during the three months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ 22,669    $ (657,657 )
Management fee
   537,193    906,488
Net realized gain (loss)
   (24,506,914 )    (5,535,442 )
Change in net unrealized appreciation/depreciation
   10,108,092    (2,516,227 )
Net income (loss)
   $ (14,376,153 )    $ (8,709,326 )

The Fund’s net income decreased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to a greater rise in the value of the euro versus the U.S. dollar during the three months ended September 30, 2017.

~~ProShares UltraShort Yen~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 170,316,152 $ 193,732,080
NAV end of period
   $ 148,459,101 $ 263,899,544
Percentage change in NAV
   (12.8 )% 36.2 %
Shares outstanding beginning of period
   2,299,290 3,049,290
Shares outstanding end of period
   1,999,290 4,349,290
Percentage change in shares outstanding
   (13.0 )% 42.6 %
Shares created
   150,000 1,300,000
Shares redeemed
   450,000 —
Per share NAV beginning of period
   $ 74.07 $ 63.53
Per share NAV end of period
   $ 74.26 $ 60.68
Percentage change in per share NAV
   0.3 % (4.5 )%
Percentage change in benchmark
   —^ 1.8 %
Benchmark annualized volatility
   8.3 % 13.4 %

^	~~Amount represents less than (0.05%)~~

During the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 2,299,290 outstanding Shares at June 30, 2017 to 1,999,290 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the three months ended September 30, 2016, the increase in the Fund’s NAV resulted from an increase from 3,049,290 outstanding Shares at June 30, 2016 to 4,349,290 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese yen versus the U.S. dollar.

For the three months ended September 30, 2017 and 2016, 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 0.3% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 4.5% for the three months ended September 30, 2016, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2017.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 10, 2017 at $76.16 per Share and reached its low for the period on September 8, 2017 at $68.10 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 20, 2016 at $67.95 per Share and reached its low for the period on August 18, 2016 at $59.02 per Share.

The benchmark’s decline of 0.03% for the three months ended September 30, 2017, as compared to the benchmark’s rise of 1.8% for the three months ended September 30, 2016, can be attributed to a decline in the value of the Japanese yen versus the U.S. dollar during the three months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ 12,821    $ (408,214 )
Management fee
   376,339    563,817
Net realized gain (loss)
   (1,068,934 )    (33,476,429 )
Change in net unrealized appreciation/depreciation
   (79,932 )    23,085,942
Net income (loss)
   $ (1,136,045 )    $ (10,798,701 )

The Fund’s net income increased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to a decline in the value of the Japanese yen versus the U.S. dollar during the three months ended September 30, 2017.

ProShares Ultra Bloomberg Crude Oil*

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 958,703,511 $ 898,563,742
NAV end of period
   $ 622,142,765 $ 979,757,506
Percentage change in NAV
   (35.1 )% 9.0 %
Shares outstanding beginning of period
   64,761,317 36,938,933
Shares outstanding end of period
   34,761,317 46,613,933
Percentage change in shares outstanding
   (46.3 )% 26.2 %
Shares created
   4,400,000 17,800,000
Shares redeemed
   34,400,000 8,125,000
Per share NAV beginning of period
   $ 14.80 $ 24.33
Per share NAV end of period
   $ 17.90 $ 21.02
Percentage change in per share NAV
   20.9 % 13.6 %
Percentage change in benchmark
   11.2 % (5.0 )%
Benchmark annualized volatility
   25.6 % 40.5 %

During the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 64,761,317 outstanding Shares at June 30, 2017 to 34,761,317 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the three months ended September 30, 2016, the increase in the Fund’s NAV resulted from an increase from 36,938,933 outstanding Shares at June 30, 2016 to 46,613,933 outstanding Shares at September 30, 2016. 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, 2017 and 2016, 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 20.9% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV increase of 13.6% for the three months ended September 30, 2016, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended September 30, 2017.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 25, 2017 at $18.28 per Share and reached its low for the period on July 7, 2017 at $13.57 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 1, 2016 at $24.96 per Share and reached its low for the period on August 2, 2016 at $15.56 per Share.

The benchmark’s rise of 11.2% for the three months ended September 30, 2017, as compared to the benchmark’s decline of 5.0% for the three months ended September 30, 2016, can be attributed to an increase in the price of WTI Crude Oil during the three months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ (19,527 )    $ (1,683,430 )
Management fee
   1,798,486    2,118,318
Brokerage commissions
   40,850    112,742
Net realized gain (loss)
   45,488,493    (246,216,521 )
Change in net unrealized appreciation/depreciation
   112,829,499    165,591,081
Net income (loss)
   $ 158,298,465    $ (82,308,870 )

The Fund’s net income increased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to an increase in the price of WTI Crude Oil during the three months ended September 30, 2016.

*	~~See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form10-Q~~ ~~regarding the reverse Share split for ProShares Ultra Bloomberg Crude Oil.~~

~~ProShares UltraPro 3x Crude Oil ETF~~

~~Fund Performance~~

~~Since the Fund commenced investment operations on March 24, 2017, comparisons of the Fund’s results of operations for the three months ended September 30, 2016 have not been provided.~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017:~~

   Three Months Ended
September 30, 2017
NAV beginning of period
   $ 20,499,886
NAV end of period
   $ 7,581,464
Percentage change in NAV
   (63.0 )%
Shares outstanding beginning of period
   1,050,008
Shares outstanding end of period
   300,008
Percentage change in shares outstanding
   (71.4 )%
Shares created
   250,000
Shares redeemed
   1,000,000
Per share NAV beginning of period
   $ 19.52
Per share NAV end of period
   $ 25.27
Percentage change in per share NAV
   29.5 %
Percentage change in benchmark
   11.2 %
Benchmark annualized volatility
   25.6 %

During the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 1,050,008 outstanding Shares at June 30, 2017 to 300,008 outstanding Shares at September 30, 2017. 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 3x of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

~~For the three months ended September 30, 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 3x of the inverse of the daily performance of its benchmark.~~

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 25, 2017 at $26.10 per Share and reached its low for the period on July 7, 2017 at $17.04 per Share.

~~The benchmark’s rise of 11.2% for the three months ended September 30, 2017, can be attributed to an increase in the price of WTI Crude Oil during the three months ended September 30, 2017.~~

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017:~~

   Three Months Ended
September 30, 2017
Net investment income (loss)
   $ (56,323 )
Brokerage commissions
   13,100
Offering costs
   37,405
Reduction to Limitation by Sponsor
   5,818
Net realized gain (loss)
   4,971,742
Change in net unrealized appreciation/depreciation
   694,326
Net income (loss)
   $ 5,609,745

~~ProShares Ultra Bloomberg Natural Gas~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 43,886,614 $ 43,355,961
NAV end of period
   $ 51,059,617 $ 31,750,207
Percentage change in NAV
   16.3 % (26.8 )%
Shares outstanding beginning of period
   4,492,169 2,442,169
Shares outstanding end of period
   5,842,169 2,192,169
Percentage change in shares outstanding
   30.1 % (10.2 )%
Shares created
   2,600,000 700,000
Shares redeemed
   1,250,000 950,000
Per share NAV beginning of period
   $ 9.77 $ 17.75
Per share NAV end of period
   $ 8.74 $ 14.48
Percentage change in per share NAV
   (10.5 )% (18.4 )%
Percentage change in benchmark
   (4.1 )% (8.0 )%
Benchmark annualized volatility
   29.6 % 36.5 %

During the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 4,492,169 outstanding Shares at June 30, 2017 to 5,842,169 outstanding Shares at September 30, 2017. 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. By comparison, during the three months ended September 30, 2016, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,442,169 outstanding Shares at June 30, 2016 to 2,192,169 outstanding Shares at September 30, 2016. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg Natural Gas Subindex^SM.

~~For the three months ended September 30, 2017 and 2016,~~2018, 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%~~5.3% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the Fund’s per Share NAV ~~decrease~~increase of ~~18.4%~~3.8% for the three months ended ~~September 30, 2016,~~March 31, 2018, was primarily due to ~~a lesser~~ depreciation in the value of the assets ofheld by the Fund during the three months ended ~~September 30, 2017.~~

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 18, 2017 at $9.98 per Share and reached its low for the period on August 4, 2017 at $8.09 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 1, 2016 at $18.52 per Share and reached its low for the period on August 19, 2016 at $13.41 per Share.March 31, 2019.

The benchmark’s decline of ~~4.1%~~2.1% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the benchmark’s ~~decline~~rise of ~~8.0%~~2.6% for the three months ended ~~September 30, 2016,~~March 31, 2018, can be attributed to a ~~lesser~~ decrease in the ~~price~~value of ~~Henry Hub Natural Gas~~the euro versus the U.S. dollar during the ~~three months~~period ended ~~September 30, 2017.~~March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	(42,774	)	$	(93,432	)	$	20,829		$	1,487
Management fee		110,894			85,894			18,674			23,592
Brokerage commissions		24,919			25,652
Net realized gain (loss)		(2,015,002	)		1,964,675			(227,273	)		800,513
Change in net unrealized appreciation/depreciation		(1,076,819	)		(8,407,770	)		(225,485	)		(481,984	)
Net income (loss)	$	(3,134,595	)	$	(6,536,527	)
Net Income (loss)							$	(431,929	)	$	320,016

The Fund’s net income ~~increased~~decreased for the three months ended ~~September 30, 2017,~~March 31, 2019 as compared to the three months ended ~~September 30, 2016,~~March 31, 2018, primarily due to a ~~lesser~~ decrease in the ~~price~~value of ~~Henry Hub Natural Gas~~the euro versus the U.S. dollar during the three months ended ~~September 30, 2017.~~March 31, 2019.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	88,717,834		$	100,789,893		$	83,523,294		$	93,708,748
NAV end of period	$	89,587,943		$	99,949,269		$	72,777,302		$	95,302,043
Percentage change in NAV		1.0	%		(0.8	)%		(12.9	)%		1.7	%
Shares outstanding beginning of period		2,350,000			2,250,000			2,250,000			2,350,000
Shares outstanding end of period		2,250,000			2,250,000			1,950,000			2,300,000
Percentage change in shares outstanding		(4.3	)%		0.0	%		(13.3	)%		(2.1	)%
Shares created		50,000			50,000			50,000			200,000
Shares redeemed		150,000			50,000			350,000			250,000
Per share NAV beginning of period	$	37.75		$	44.80		$	37.12		$	39.88
Per share NAV end of period	$	39.82		$	44.42		$	37.32		$	41.44
Percentage change in per share NAV		5.5	%		(0.8	)%		0.5	%		3.9	%
Percentage change in benchmark		3.3	%		0.1	%		0.9	%		2.5	%
Benchmark annualized volatility		10.6	%		10.8	%		10.0	%		9.5	%

On December 20, 2018, the Trust announced that the ProShares Ultra Gold ETF would change its benchmark. The ProShares Ultra Gold ETF struck its NAV using its new benchmark for the first time on January 7, 2019. The new benchmark for the ProShares Ultra Gold ETF is the Bloomberg Gold Subindex (ticker: BCOMGC). Prior to January 7, 2019, the benchmark for the ProShares Ultra Gold ETF was the U.S. dollar p.m. LBMA Gold Price.

During the three months ended ~~September 30, 2017,~~March 31, 2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,250,000 outstanding Shares at December 31, 2018 to 1,950,000 outstanding Shares at March 31, 2019. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 2x of the daily performance of the Bloomberg Gold Subindex^SM. By comparison, during the three months ended March 31, 2018, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~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 increase in the Fund’s NAV was offset by a decrease from 2,350,000 outstanding Shares at ~~June 30,~~December 31, 2017 to ~~2,250,000~~2,300,000 outstanding Shares at September 30, 2017. By comparison, during the three months ended September 30, 2016, 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. There was no net change in the Fund’s outstanding Shares from June 30, 2016 to September 30, 2016.March 31, 2018.

For the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of ~~5.5%~~0.5% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the Fund’s per Share NAV ~~decrease~~increase of ~~0.8%~~3.9% for the three months ended ~~September 30, 2016~~March 31, 2018, was primarily due to ~~a greater~~lesser appreciation in the value of the assets ofheld by the Fund during the three months ended ~~September 30, 2017.~~March 31, 2019.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $43.95 per Share and reached its low for the period on July 11, 2017 at $35.83 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 6, 2016 at $47.89 per Share and reached its low for the period on September 16, 2016 at $43.55 per Share.

The new benchmark’s rise of ~~3.3%~~0.9% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the former LBMA Gold Price benchmark’s rise of ~~0.1%~~2.5% for the three months ended ~~September 30, 2016,~~March 31, 2018, can be attributed to a ~~greater~~lesser increase in the ~~price~~value of ~~spot~~ gold ~~in U.S. dollar terms~~futures contracts during the ~~three months~~period ended ~~September 30, 2017.~~March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	7,054		$	(172,490	)	$	212,786		$	87,511
Management fee		224,583			245,192			201,578			225,014
Brokerage commissions		10			8
Brokerage commission								1,221			19
Net realized gain (loss)		5,462,857			12,630,084			4,092,585			8,655,103
Change in net unrealized appreciation/depreciation		(546,321	)		(13,422,965	)		(3,812,759	)		(5,007,487	)
Net income (loss)	$	4,923,590		$	(965,371	)
Net Income (loss)							$	492,612		$	3,735,127

The Fund’s net income ~~increased~~decreased for the three months ended ~~September 30, 2017,~~March 31, 2019 as compared to the three months ended ~~September 30, 2016,~~March 31, 2018, primarily due to a ~~greater~~lesser increase in the ~~price~~value of ~~spot gold in U.S. dollar terms~~futures prices during the three months ended ~~September 30, 2017.~~March 31, 2019.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	245,798,564		$	386,838,399		$	201,824,376		$	258,244,696
NAV end of period	$	244,805,182		$	372,251,128		$	171,571,571		$	221,863,281
Percentage change in NAV		(0.4	)%		(3.8	)%		(15.0	)%		(14.1	)%
Shares outstanding beginning of period		7,396,526			8,496,526			7,646,526			7,696,526
Shares outstanding end of period		7,196,526			7,596,526			6,996,526			7,196,526
Percentage change in shares outstanding		(2.7	)%		(10.6	)%		(8.5	)%		(6.5	)%
Shares created		300,000			150,000			400,000			100,000
Shares redeemed		500,000			1,050,000			1,050,000			600,000
Per share NAV beginning of period	$	33.23		$	45.53		$	26.39		$	33.55
Per share NAV end of period	$	34.02		$	49.00		$	24.52		$	30.83
Percentage change in per share NAV		2.4	%		7.6	%		(7.1	)%		(8.1	)%
Percentage change in benchmark		2.4	%		5.4	%		(2.8	)%		(3.5	)%
Benchmark annualized volatility		23.7	%		30.1	%		15.2	%		12.4	%

On December 20, 2018, the Trust announced that the ProShares Ultra Silver ETF would change its benchmark. The ProShares Ultra Silver ETF struck its NAV using its new benchmark for the first time on January 7, 2019. The new benchmark for the ProShares Ultra Silver ETF is the Bloomberg Silver Subindex (ticker:BCOMSI). Prior to January 7, 2019, the benchmark for the ProShares Ultra Silver ETF was the London Silver Price.

During the three months ended ~~September 30, 2017,~~March 31, 2019, the decrease in the Fund’s NAV resulted primarily from a decrease from ~~7,396,526~~7,646,526 outstanding Shares at ~~June 30, 2017~~December 31, 2018 to ~~7,196,526~~6,996,526 outstanding Shares at ~~September 30, 2017.~~March 31, 2019. The decrease in the Fund’s NAV ~~was offset by~~also resulted in part from the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to 2x of the daily performance of ~~silver bullion as measured by~~ the ~~London~~Bloomberg Silver ~~Price.~~Subindex^SM. By comparison, during the three months ended ~~September 30, 2016,~~March 31, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from ~~8,496,526~~7,696,526 outstanding Shares at ~~June 30, 2016~~December 31, 2017 to ~~7,596,526~~7,196,526 outstanding Shares at ~~September 30, 2016.~~March 31, 2018. The decrease in the Fund’s NAV ~~was offset by~~also resulted in part from the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to 2x of the daily performance of silver bullion as measured by the London Silver Price.

For the three months ended ~~September 30, 2017~~March 31, 2019 and 2016, 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 2.4% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV increase of 7.6% for the three months ended September 30, 2016, was primarily due to a lesser appreciation in the value of the assets of the Fund during the three months ended September 30, 2017.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $39.85 per Share and reached its low for the period on July 10, 2017 at $28.26 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on August 2, 2016 at $57.12 per Share and reached its low for the period on August 25, 2016 at $45.25 per Share.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ 543    $ (701,202 )
Management fee
   �� 612,285    978,671
Brokerage commissions
   10    9
Net realized gain (loss)
   1,063,548    119,372,702
Change in net unrealized appreciation/depreciation
   7,164,374    (88,236,402 )
Net income (loss)
   $ 8,228,465    $ 30,435,098

The Fund’s net income decreased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to a lesser rise in the price of spot silver in U.S. dollar terms during the three months ended September 30, 2017.

~~ProShares Ultra Euro~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 12,928,079 $ 9,532,904
NAV end of period
   $ 13,705,608 $ 9,678,714
Percentage change in NAV
   6.0 % 1.5 %
Shares outstanding beginning of period
   800,000 600,000
Shares outstanding end of period
   800,000 600,000
Percentage change in shares outstanding
   0.0 % 0.0 %
Shares created
   450,000 —
Shares redeemed
   450,000 —
Per share NAV beginning of period
   $ 16.16 $ 15.89
Per share NAV end of period
   $ 17.13 $ 16.13
Percentage change in per share NAV
   6.0 % 1.5 %
Percentage change in benchmark
   3.5 % 1.2 %
Benchmark annualized volatility
   7.3 % 5.9 %

During the three months ended September 30, 2017, 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 euro versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2017 to September 30, 2017. By comparison, during the three months ended September 30, 2016, 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 euro versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2016 to September 30, 2016.

For the three months ended September 30, 2017 and 2016, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 6.0% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV increase of 1.5% for the three months ended September 30, 2016, was primarily due to a greater appreciation in the value of the assets held by the Fund during the three months ended September 30, 2017.

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $17.79 per Share and reached its low for the period on July 5, 2017 at $15.93 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on August 18, 2016 at $16.58 per Share and reached its low for the period on July 22, 2016 at $15.50 per Share.

The benchmark’s rise of 3.5% for the three months ended September 30, 2017, as compared to the benchmark’s rise of 1.2% for the three months ended September 30, 2016, can be attributed to a greater rise in the value of the euro versus the U.S. dollar during the three months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ (1,256 )    $ (16,659 )
Management fee
   31,427    22,916
Net realized gain (loss)
   1,259,650    46,258
Change in net unrealized appreciation/depreciation
   (519,604 )    116,211
Net income (loss)
   $ 738,790    $ 145,810

The Fund’s net income increased for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to a greater rise in the value of the euro versus the U.S. dollar during the three months ended September 30, 2017.

~~ProShares Ultra Yen~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the three months ended September 30, 2017 and 2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 5,866,403 $ 7,265,264
NAV end of period
   $ 5,804,920 $ 7,443,729
Percentage change in NAV
   (1.0 )% 2.5 %
Shares outstanding beginning of period
   99,970 99,970
Shares outstanding end of period
   99,970 99,970
Percentage change in shares outstanding
   0.0 % 0.0 %
Shares created
   —   —
Shares redeemed
   —   —
Per share NAV beginning of period
   $ 58.68 $ 72.67
Per share NAV end of period
   $ 58.07 $ 74.46
Percentage change in per share NAV
   (1.0 )% 2.5 %
Percentage change in benchmark
   —^ 1.8 %
Benchmark annualized volatility
   8.3 % 13.4 %

^	~~Amount represents less than (0.05%)~~

During the three months ended September 30, 2017, 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, 2017 to September 30, 2017. By comparison, during the three months ended September 30, 2016, 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, 2016 to September 30, 2016.

~~For the three months ended September 30, 2017 and 2016,~~2018, 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 ~~1.0%~~7.1% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the Fund’s per Share NAV ~~increase~~decrease of ~~2.5%~~8.1% for the three months ended ~~September 30, 2016,~~March 31, 2018, was primarily due to alesser depreciation in the value of the assets held by the Fund during the three months ended ~~September 30, 2017.~~

During the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $63.45 per Share and reached its low for the period on July 10, 2017 at $57.04 per Share. By comparison, during the three months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on August 18, 2016 at $77.06 per Share and reached its low for the period on July 20, 2016 at $67.53 per Share.March 31, 2019.

The new benchmark’s decline of ~~0.03%~~2.8% for the three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the former London Silver Price benchmark’s ~~rise~~decline of ~~1.8%~~3.5% for the three months ended ~~September 30, 2016,~~March 31, 2018, can be attributed to a ~~decline~~lesser decrease in the value of ~~the Japanese yen versus the U.S. dollar~~silver futures contracts during the ~~three months~~period ended ~~September 30, 2017.~~March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	(4,166	)	$	(12,886	)	$	445,559		$	214,408
Management fee		14,387			17,545			454,275			559,446
Brokerage commission								4,617			10
Net realized gain (loss)		(4,545	)		955,119			13,301,922			12,801,371
Change in net unrealized appreciation/depreciation		(52,772	)		(763,768	)		(26,890,326	)		(31,817,050	)
Net income (loss)	$	(61,483	)	$	178,465
Net Income (loss)							$	(13,142,845	)	$	(18,801,271	)

The Fund’s net income ~~decreased~~increased for the three months ended ~~September 30, 2017,~~March 31, 2019 as compared to the three months ended ~~September 30, 2016,~~March 31, 2018, primarily due to ~~a decline~~lesser decrease in the value of ~~the Japanese yen versus the U.S. dollar~~futures prices during the three months ended ~~September 30, 2017.~~March 31, 2019.

~~Results of Operations for the Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016~~

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, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 174,160,146 $ 105,272,823
NAV end of period
   $ 191,364,819 $ 227,819,218
Percentage change in NAV
   9.9 % 116.4 %
Shares outstanding beginning of period
   2,052,363 397,491
Shares outstanding end of period
   5,876,317 1,996,113
Percentage change in shares outstanding
   186.3 % 402.2 %
Shares created
   6,125,000 2,497,500
Shares redeemed
   2,301,046 898,878
Per share NAV beginning of period
   $ 84.86 $ 264.84
Per share NAV end of period
   $ 32.57 $ 114.13
Percentage change in per share NAV
   (61.6 )% (56.9 )%
Percentage change in benchmark
   (61.5 )% (56.7 )%
Benchmark annualized volatility
   53.1 % 78.7 %

During the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 2,052,363 outstanding Shares at December 31, 2016 to 5,876,317 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the nine months ended September 30, 2016, the increase in the Fund’s NAV resulted from an increase from 397,491 outstanding Shares at December 31, 2015 to 1,996,113 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2017 and 2016, 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 61.6% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 56.9% for the nine months ended September 30, 2016, was primarily due to a greater decline in prices of the first and second month VIX futures during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $78.33 per Share and reached its low for the period on September 29, 2017 at $32.56 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on February 11, 2016 at $391.88 per Share and reached its low for the period on September 28, 2016 at $110.88 per Share.

The benchmark’s decline of 61.5% for the nine months ended September 30, 2017, as compared to the benchmark’s decline of 56.7% for the nine months ended September 30, 2016, can be attributed to a greater decline in prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (356,273 )    $ (1,116,018 )
Management fee
   1,004,091    1,210,844
Brokerage commission
   138,487    229,993
Net realized gain (loss)
   (126,203,648 )    (134,339,691 )
Change in net unrealized appreciation/depreciation
   (17,854,285 )    (8,439,809 )
Net income (loss)
   $ (144,414,206 )    $ (143,895,518 )

The Fund’s net income decreased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a greater decline in the futures prices and benchmark volatility during the nine months ended September 30, 2017.

*	~~See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form10-Q~~ ~~regarding the reverse Share split for the ProShares VIX Short-Term Futures ETF.~~

~~ProShares VIXMid-Term~~ ~~Futures ETF~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 45,818,914 $ 27,650,638
NAV end of period
   $ 45,047,423 $ 58,894,811
Percentage change in NAV
   (1.7 )% 113.0 %
Shares outstanding beginning of period
   1,087,403 512,404
Shares outstanding end of period
   1,787,403 1,287,403
Percentage change in shares outstanding
   64.4 % 151.2 %
Shares created
   850,000 950,000
Shares redeemed
   150,000 175,001
Per share NAV beginning of period
   $ 42.14 $ 53.96
Per share NAV end of period
   $ 25.20 $ 45.75
Percentage change in per share NAV
   (40.2 )% (15.2 )%
Percentage change in benchmark
   (39.7 )% (14.5 )%
Benchmark annualized volatility
   21.3 % 36.6 %

During the nine months ended September 30, 2017, 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 1,087,403 outstanding Shares at December 31, 2016 to 1,787,403 outstanding Shares at September 30, 2017. By comparison, during the nine months ended September 30, 2016, the increase in the Fund’s NAV resulted from an increase from 512,404 outstanding Shares at December 31, 2015 to 1,287,403 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX~~Mid-Term~~ ~~Futures Index.~~

For the nine months ended September 30, 2017 and 2016, 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 40.2% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 15.2% for the nine months ended September 30, 2016 was primarily due to a greater depreciation in the value of the assets of the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $40.96 per Share and reached its low for the period on August 1, 2017 at $24.92 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on February 11, 2016 at $66.85 per Share and reached its low for the period on September 28, 2016 at $45.62 per Share.

The benchmark’s decline of 39.7% for the nine months ended September 30, 2017, as compared to the benchmark’s decline of 14.5% for the nine months ended September 30, 2016, can be attributed to a greater decline 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, 2017.~~

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (83,495 )    $ (210,903 )
Management fee
   235,818    251,163
Brokerage commission
   11,815    23,544
Net realized gain (loss)
   (19,180,662 )    (5,248,593 )
Change in net unrealized appreciation/depreciation
   (651,228 )    (1,908,048 )
Net income (loss)
   $ (19,915,385 )    $ (7,367,544 )

The Fund’s net income decreased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a greater decline in futures prices during the nine months ended September 30, 2017.

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, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 228,075,387 $ 642,811,361
NAV end of period
   $ 1,039,873,910 $ 504,798,665
Percentage change in NAV
   355.9 % (21.5 )%
Shares outstanding beginning of period
   5,000,000 25,300,080
Shares outstanding end of period
   11,100,000 13,900,000
Percentage change in shares outstanding
   122.0 % (45.1 )%
Shares created
   46,750,000 88,100,000
Shares redeemed
   40,650,000 99,500,080
Per share NAV beginning of period
   $ 45.62 $ 25.41
Per share NAV end of period
   $ 93.68 $ 36.32
Percentage change in per share NAV
   105.3 % 42.9 %
Percentage change in benchmark
   (61.5 )% (56.7 )%
Benchmark annualized volatility
   53.1 % 78.7 %

During the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted primarily from an increase from 5,000,000 outstanding Shares at December 31, 2016 to 11,100,000 outstanding Shares at September 30, 2017. 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. By comparison, during the nine months ended September 30, 2016, the decrease in the Fund’s NAV resulted from a decrease from 25,300,080 outstanding Shares at December 31, 2015 to 13,900,000 outstanding Shares at September 30, 2016. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2017 and 2016, 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 105.3% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV increase of 42.9% for the nine months ended September 30, 2016, was primarily due to a greater decline in prices of the first and second month VIX futures during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 29, 2017 at $93.68 per Share and reached its low for the period on January 3, 2017 at $49.10 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on September 7, 2016 at $39.58 per Share and reached its low for the period on February 11, 2016 at $15.75 per Share.

The benchmark’s decline of 61.5%for the nine months ended September 30, 2017, as compared to the benchmark’s decline of 56.7% for the nine months ended September 30, 2016, can be attributed to a greater decline of the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (3,913,203 )    $ (4,236,471 )
Management fee
   4,636,720    3,561,744
Brokerage commission
   2,761,371    1,522,859
Net realized gain (loss)
   471,123,858    262,990,607
Change in net unrealized appreciation/depreciation
   104,609,483    16,725,819
Net income (loss)
   $ 571,820,138    $ 275,479,955

The Fund’s net income increased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a greater decline in futures prices during the nine months ended September 30, 2017.

*	~~See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form10-Q~~ ~~regarding the Share split for the ProShares Short VIX Short-Term Futures ETF.~~

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2016			Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	515,758,754		$	547,708,740		$	214,304,871		$	394,035,141
NAV end of period	$	535,095,732		$	738,749,800		$	547,243,246		$	323,581,300
Percentage change in NAV		3.7	%		34.9	%		155.4	%		(17.9	)%
Shares outstanding beginning of period		2,965,383			195,025			2,630,912			7,625,448
Shares outstanding end of period		25,927,238			2,185,383			14,030,912			3,405,448
Percentage change in shares outstanding		774.3	%		1,020.6	%		433.3	%		(55.3	)%
Shares created		51,185,000			3,857,000			15,150,000			9,570,000
Shares redeemed		28,223,145			1,866,642			3,750,000			13,790,000
Per share NAV beginning of period	$	173.93		$	2,808.40		$	81.46		$	51.67
Per share NAV end of period	$	20.64		$	338.04		$	39.00		$	95.02
Percentage change in per share NAV		(88.1	)%		(88.0	)%		(52.1	)%		83.9	%
Percentage change in benchmark		(61.5	)%		(56.7	)%		(37.4	)%		71.2	%
Benchmark annualized volatility		53.1	%		78.7	%		51.6	%		215.0	%

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, the increase in the Fund’s NAV resulted primarily from an increase from ~~2,965,383~~2,630,912 outstanding Shares at December 31, ~~2016~~2018 to ~~25,927,238~~14,030,912 outstanding Shares at ~~September 30, 2017.~~March 31, 2019. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to 2x1.5x of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2018, the ~~increase~~decrease in the Fund’s NAV resulted from ~~an increase~~a decrease from ~~195,025~~7,625,448 outstanding Shares at December 31, ~~2015~~2017 to ~~2,185,383~~3,405,448 outstanding Shares at ~~September 30, 2016.~~March 31, 2018. The ~~increase~~decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures ~~Index.~~Index prior to the close of business on February 27, 2018, and 1.5x the daily performance of the S&P 500 VIX Short-Term Futures Index, effective as of the close of business, February 27, 2018, through the end of the reporting period.

For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its ~~benchmark.~~benchmark prior to close of business on February 27, 2018, and 1.5x the daily performance of its benchmark as of the close of business, February 27, 2018, through the end of the reporting period. The Fund’s per Share NAV decrease of ~~88.1%~~52.1% for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the Fund’s per Share NAV ~~decrease~~increase of ~~88.0%~~83.9% for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2018, was primarily due to ~~a greater decline~~depreciation in ~~prices~~the value of the ~~first and second month VIX futures~~assets held by the Fund during the ~~nine~~three months ended ~~September 30, 2017.~~

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $147.20 per Share and reached its low for the period on September 29, 2017 at $20.64 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on February 11, 2016 at $5,715.40 per Share and reached its low for the period on September 28, 2016 at $319.60 per Share.March 31, 2019.

The benchmark’s decline of ~~61.5%~~37.4% for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the benchmark’s ~~decline~~rise of ~~56.7%~~71.2% for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2018, can be attributed to a ~~greater decline~~decrease in ~~prices~~the value of ~~the~~ near-term futures contracts on the VIX futures curve during the ~~nine months~~period ended ~~September 30, 2017.~~March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2016			Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	(3,866,250	)	$	(7,007,927	)	$	(150,629	)	$	(1,067,496	)
Management fee		2,880,339			5,006,558			965,532			842,811
Brokerage commission		2,819,322			3,228,763			575,631			891,428
Non-recurring fees and expenses								27,508			—
Net realized gain (loss)		(646,063,604	)		(1,269,208,841	)		(195,223,341	)		416,600,171
Change in net unrealized appreciation/depreciation		(93,756,755	)		(51,154,812	)		(39,057,983	)		67,476,383
Net income (loss)	$	(743,686,609	)	$	(1,327,371,580	)
Net Income (loss)							$	(234,431,953	)	$	483,009,058

The Fund’s net income ~~increased~~decreased for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019 as compared to the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2018, primarily due to a ~~greater decline~~decrease in the value of futures prices during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2019.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form10-Q regarding the reverse Share ~~splits~~split for the ProShares Ultra VIX Short-Term Futures ETF.

ProShares UltraShort Bloomberg Crude Oil*

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 200,958,303 $ 95,897,894
NAV end of period
   $ 238,227,025 $ 189,577,580
Percentage change in NAV
   18.5 % 97.7 %
Shares outstanding beginning of period
   6,339,884 1,439,888
Shares outstanding end of period
   7,089,884 4,739,884
Percentage change in shares outstanding
   11.8 % 229.2 %
Shares created
   10,700,000 13,100,000
Shares redeemed
   9,950,000 9,800,004
Per share NAV beginning of period
   $ 31.70 $ 66.60
Per share NAV end of period
   $ 33.60 $ 40.00
Percentage change in per share NAV
   6.0 % (39.9 )%
Percentage change in benchmark
   (9.4 )% (0.3 )%
Benchmark annualized volatility
   25.4 % 47.3 %

During the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted primarily from an increase from 6,339,884 outstanding Shares at December 31, 2016 to 7,089,884 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the nine months ended September 30, 2016, the increase in the Fund’s NAV resulted from an increase from 1,439,888 outstanding Shares at December 31, 2015 to 4,739,884 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the nine months ended September 30, 2017 and 2016, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 6.0% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 39.9% for the nine months ended September 30, 2016, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on June 21, 2017 at $51.13 per Share and reached its low for the period on January 6, 2017 at $31.36 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on January 20, 2016 at $116.11 per Share and reached its low for the period on June 8, 2016 at $37.22 per Share.

The benchmark’s decline of 9.4%for the nine months ended September 30, 2017, as compared to the benchmark’s decline of 0.3% for the nine months ended September 30, 2016, can be attributed to a greater decrease in the price of WTI Crude Oil during the nine months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (426,772 )    $ (1,070,888 )
Management fee
   1,374,438    1,291,075
Brokerage commission
   50,772    125,327
Net realized gain (loss)
   49,805,940    (36,901,010 )
Change in net unrealized appreciation/depreciation
   (5,398,492 )    (29,797,685 )
Net income (loss)
   $ 43,980,676    $ (67,769,583 )

The Fund’s net income increased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a greater decrease in the price of WTI Crude Oil during the nine months ended September 30, 2017.

*	~~See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form10-Q~~ ~~regarding the Share split for the ProShares UltraShort Bloomberg Crude Oil.~~

~~ProShares UltraPro 3x Short Crude Oil ETF~~

~~Fund Performance~~

Since the Fund commenced investment operations on March 24, 2017, comparisons of the Fund’s results of operations for the period ended September 30, 2016 have not been provided. In addition, since the Fund commenced operations on March 24, 2017, the Fund’s results of operations for the period ended September 30, 2017 may not be meaningful.

~~The following table provides summary performance information for the Fund from commencement of operations to September 30, 2017:~~

   March 24, 2017
(Commencement of
Operations) through
September 30, 2017
NAV beginning of period
   $ 200
NAV end of period
   $ 15,768,728
Percentage change in NAV
   NM
Shares outstanding beginning of period
   8
Shares outstanding end of period
   900,008
Percentage change in shares outstanding
   NM
Shares created
   1,050,008
Shares redeemed
   150,000
Per share NAV beginning of period
   $ 25.00
Per share NAV end of period
   $ 17.52
Percentage change in per share NAV
   (29.9 )%
Percentage change in benchmark
   (4.8 )%
Benchmark annualized volatility
   26.1 %

~~NM — Not Meaningful~~

During the period ended September 30, 2017, the increase in the Fund’s NAV resulted primarily from an increase from 8 outstanding Shares at March 24, 2017 to 900,008 outstanding Shares at September 30, 2017. 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 3x of the inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

~~For the period ended September 30, 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 3x of the inverse of the daily performance of its benchmark.~~

During the period ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on June 21, 2017 at $33.88 per Share and reached its low for the period on September 25, 2017 at $17.00 per Share.

~~The benchmark’s decline of 4.8% for the period ended September 30, 2017, can be attributed to a decrease in the price of WTI Crude Oil during the period ended September 30, 2017.~~

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund from commencement of operations to September 30, 2017:~~

   March 24, 2017
(Commencement of
Operations) through
September 30, 2017
Net investment income (loss)
   $ (59,643 )
Brokerage commission
   17,296
Offering costs
   77,250
Limitation by Sponsor
   (34,903 )
Net realized gain (loss)
   232,006
Change in net unrealized appreciation/depreciation
   (2,423,370 )
Net income (loss)
   $ (2,251,007 )

~~ProShares UltraShort Bloomberg Natural Gas~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 4,038,794 $ 10,462,856
NAV end of period
   $ 5,921,434 $ 6,349,132
Percentage change in NAV
   46.6 % (39.3 )%
Shares outstanding beginning of period
   174,832 224,856
Shares outstanding end of period
   174,832 174,832
Percentage change in shares outstanding
   0.0 % (22.2 )%
Shares created
   300,000 850,000
Shares redeemed
   300,000 900,024
Per share NAV beginning of period
   $ 23.10 $ 46.53
Per share NAV end of period
   $ 33.87 $ 36.32
Percentage change in per share NAV
   46.6 % (21.9 )%
Percentage change in benchmark
   (27.9 )% (5.9 )%
Benchmark annualized volatility
   34.64 % 39.6 %

During the nine months ended September 30, 2017, 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 Natural Gas Subindex^SM. There was no net change in the Fund’s outstanding Shares from December 31, 2016 to September 30, 2017. By comparison, during the nine months ended September 30, 2016, the decrease in the Fund’s NAV resulted primarily from a decrease from 224,856 outstanding Shares at December 31, 2015 to 174,832 outstanding Shares at September 30, 2016. 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 nine months ended September 30, 2017 and 2016, 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 46.6% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 21.9% for the nine months ended September 30, 2016, was primarily due to an appreciation in the value of the assets of the Fund during the nine months September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on February 22, 2017 at $39.72 per Share and reached its low for the period on January 26, 2017 at $25.38 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on March 3, 2016 at $84.20 per Share and reached its low for the period on September 21, 2016 at $31.43 per Share.

The benchmark’s decline of 27.9%for the nine months ended September 30, 2017, as compared to the benchmark’s decline of 5.9% for the nine months ended September 30, 2016, can be attributed to a greater decrease in the price of Henry Hub Natural Gas during the nine months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (44,874 )    $ (107,463 )
Management fee
   51,110    70,066
Brokerage commission
   19,673    53,910
Net realized gain (loss)
   1,755,918    458,954
Change in net unrealized appreciation/depreciation
   830,801    2,803,491
Net income (loss)
   $ 2,541,845    $ 3,154,982

The Fund’s net income decreased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a greater decrease in the price of Henry Hub Natural Gas, in conjunction with a significant decline in average shares outstanding during the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016.

~~ProShares UltraShort Gold~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 63,653,647 $ 74,971,764
NAV end of period
   $ 35,426,783 $ 76,364,786
Percentage change in NAV
   (44.3 )% 1.9 %
Shares outstanding beginning of period
   696,978 646,978
Shares outstanding end of period
   496,978 1,096,978
Percentage change in shares outstanding
   (28.7 )% 69.6 %
Shares created
   300,000 1,000,000
Shares redeemed
   500,000 550,000
Per share NAV beginning of period
   $ 91.33 $ 115.88
Per share NAV end of period
   $ 71.28 $ 69.61
Percentage change in per share NAV
   (22.0 )% (39.9 )%
Percentage change in benchmark
   12.0 % 24.8 %
Benchmark annualized volatility
   11.7 % 17.0 %

During the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 696,978 outstanding Shares at December 31, 2016 to 496,978 outstanding Shares at September 30, 2017. 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. LBMA Gold Price. By comparison, during the nine months ended September 30, 2016, the increase in the Fund’s NAV resulted from an increase from 646,978 outstanding Shares at December 31, 2015 to 1,096,978 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price.

For the nine months ended September 30, 2017 and 2016, 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 22.0% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 39.9% for the nine months ended September 30, 2016, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $90.53 per Share and reached its low for the period on September 8, 2017 at $64.79 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on January 5, 2016 at $112.07 per Share and reached its low for the period on July 6, 2016 at $65.63 per Share.

The benchmark’s rise of 12.0%for the nine months ended September 30, 2017, as compared to the benchmark’s rise of 24.8% for the nine months ended September 30, 2016, can be attributed to a lesser increase in the price of spot gold in U.S. dollar terms during the nine months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (66,015 )    $ (350,865 )
Management fee
   268,125    469,612
Brokerage commission
   39    33
Net realized gain (loss)
   (10,940,120 )    (29,965,948 )
Change in net unrealized appreciation/depreciation
   (99,988 )    (225,049 )
Net income (loss)
   $ (11,106,123 )    $ (30,541,862 )

The Fund’s net income increased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a lesser increase in the price of spot gold in U.S. dollar terms during the nine months ended September 30, 2017.

~~ProShares UltraShort Silver~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 23,017,656 $ 55,987,938
NAV end of period
   $ 22,933,677 $ 39,589,348
Percentage change in NAV
   (0.4 )% (29.3 )%
Shares outstanding beginning of period
   616,976 866,978
Shares outstanding end of period
   716,976 1,416,976
Percentage change in shares outstanding
   16.2 % 63.4 %
Shares created
   700,000 1,600,000
Shares redeemed
   600,000 1,050,002
Per share NAV beginning of period
   $ 37.31 $ 64.58
Per share NAV end of period
   $ 31.99 $ 27.94
Percentage change in per share NAV
   (14.3 )% (56.7 )%
Percentage change in benchmark
   3.8 % 40.0 %
Benchmark annualized volatility
   19.6 % 27.1 %

During the nine months ended September 30, 2017, 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 silver bullion as measured by the London Silver Price. The decrease in the Fund’s NAV was offset by an increase from 616,976 outstanding Shares at December 31, 2016 to 716,976 outstanding Shares at September 30, 2017. By comparison, during the nine months ended September 30, 2016, 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 silver bullion as measured by the London Silver Price. The decrease in the Fund’s NAV was offset by an increase from 866,978 outstanding Shares at December 31, 2015 to 1,416,976 outstanding Shares at September 30, 2016.

For the nine months ended September 30, 2017 and 2016, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 14.3% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 56.7% for the nine months ended September 30, 2016, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 10, 2017 at $40.39 per Share and reached its low for the period on September 8, 2017 at $27.55 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on January 28, 2016 at $66.01 per Share and reached its low for the period on August 2, 2016 at $25.21 per Share.

The benchmark’s rise of 3.8%for the nine months ended September 30, 2017, as compared to the benchmark’s rise of 40.0% for the nine months ended September 30, 2016, can be attributed to a lesser rise in the price of spot silver in U.S. dollar terms during the nine months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (40,264 )    $ (210,102 )
Management fee
   143,542    281,605
Brokerage commission
   39    33
Net realized gain (loss)
   (2,693,510 )    (26,657,499 )
Change in net unrealized appreciation/depreciation
   745,784    (4,263,685 )
Net income (loss)
   $ (1,987,990 )    $ (31,131,286 )

The Fund’s net income increased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a lesser rise in the price of spot silver in U.S. dollar terms during the nine months ended September 30, 2017.

~~ProShares Short Euro~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 15,770,088 $ 17,510,898
NAV end of period
   $ 8,093,438 $ 14,775,779
Percentage change in NAV
   (48.7 )% (15.6 )%
Shares outstanding beginning of period
   350,000 400,005
Shares outstanding end of period
   200,000 350,000
Percentage change in shares outstanding
   (42.9 )% (12.5 )%
Shares created
   —   50,000
Shares redeemed
   150,000 100,005
Per share NAV beginning of period
   $ 45.06 $ 43.78
Per share NAV end of period
   $ 40.47 $ 42.22
Percentage change in per share NAV
   (10.2 )% (3.6 )%
Percentage change in benchmark
   12.3 % 3.4 %
Benchmark annualized volatility
   7.4 % 8.3 %

During the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 350,000 outstanding Shares at December 31, 2016 to 200,000 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the nine months ended September 30, 2016, the decrease in the Fund’s NAV resulted primarily from a decrease from 400,005 outstanding Shares at December 31, 2015 to 350,000 outstanding Shares at September 30, 2016. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the nine months ended September 30, 2017 and 2016, 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 10.2% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 3.6% for the nine months ended September 30, 2016, was primarily due to a greater depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $45.65 per Share and reached its low for the period on September 8, 2017 at $39.73 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on January 5, 2016 at $44.25 per Share and reached its low for the period on May 2, 2016 at $41.22 per Share.

The benchmark’s rise of 12.3%for the nine months ended September 30, 2017, as compared to the benchmark’s rise of 3.4% for the nine months ended September 30, 2016, can be attributed to a greater increase in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (36,347 )    $ (95,407 )
Management fee
   92,259    116,244
Brokerage commission
   1,433    2,009
Net realized gain (loss)
   (1,335,372 )    (199,557 )
Change in net unrealized appreciation/depreciation
   (26,290 )    (268,792 )
Net income (loss)
   $ (1,398,009 )    $ (563,756 )

The Fund’s net income decreased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a greater increase in the value of the euro versus the U.S. dollar and a higher asset base during the nine months ended September 30, 2017.

~~ProShares UltraShort Australian Dollar~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 16,613,473 $ 20,460,679
NAV end of period
   $ 9,125,205 $ 17,389,549
Percentage change in NAV
   (45.1 )% (15.0 )%
Shares outstanding beginning of period
   300,000 350,005
Shares outstanding end of period
   200,000 350,000
Percentage change in shares outstanding
   (33.3 )% —^
Shares created
   —   —
Shares redeemed
   100,000 5
Per share NAV beginning of period
   $ 55.38 $ 58.46
Per share NAV end of period
   $ 45.63 $ 49.68
Percentage change in per share NAV
   (17.6 )% (15.0 )%
Percentage change in benchmark
   8.7 % 5.1 %
Benchmark annualized volatility
   7.7 % 12.1 %

^	~~Amount represents less than 0.05%~~

During the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 300,000 outstanding Shares at December 31, 2016 to 200,000 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. By comparison, during the nine months ended September 30, 2016, the decrease in the Fund’s NAV resulted primarily from a decrease from 350,005 outstanding Shares at December 31, 2015 to 350,000 outstanding Shares at September 30, 2016. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar.

For the nine months ended September 30, 2017 and 2016, 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 17.6% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 15.0% for the nine months ended September 30, 2016, was primarily due to a greater depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $55.24 per Share and reached its low for the period on September 8, 2017 at $43.35 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on January 15, 2016 at $65.74 per Share and reached its low for the period on April 19, 2016 at $49.39 per Share.

The benchmark’s rise of 8.7%for the nine months ended September 30, 2017, as compared to the benchmark’s rise of 5.1% for the nine months ended September 30, 2016, can be attributed to a greater rise in the value of the Australian dollar versus the U.S. dollar during the nine months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (42,311 )    $ (115,076 )
Management fee
   94,837    136,306
Brokerage commission
   6,088    11,011
Net realized gain (loss)
   (1,920,783 )    (2,462,114 )
Change in net unrealized appreciation/depreciation
   (802,007 )    (493,626 )
Net income (loss)
   $ (2,765,101 )    $ (3,070,816 )

The Fund’s net income increased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a greater rise in the value of the Australian dollar versus the U.S. dollar, in conjunction with a significant decline in shares outstanding, during the nine months ended September 30, 2017.

~~ProShares UltraShort Euro~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 349,392,650 $ 522,306,518
NAV end of period
   $ 226,620,904 $ 370,915,586
Percentage change in NAV
   (35.1 )% (29.0 )%
Shares outstanding beginning of period
   12,900,000 20,450,014
Shares outstanding end of period
   10,450,000 15,600,000
Percentage change in shares outstanding
   (19.0 )% (23.7 )%
Shares created
   1,800,000 650,000
Shares redeemed
   4,250,000 5,500,014
Per share NAV beginning of period
   $ 27.08 $ 25.54
Per share NAV end of period
   $ 21.69 $ 23.78
Percentage change in per share NAV
   (19.9 )% (6.9 )%
Percentage change in benchmark
   12.3 % 3.4 %
Benchmark annualized volatility
   7.4 % 8.3 %

During the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 12,900,000 outstanding Shares at December 31, 2016 to 10,450,000 outstanding Shares at September 30, 2017. 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 nine months ended September 30, 2016, the decrease in the Fund’s NAV resulted primarily from a decrease from 20,450,014 outstanding Shares at December 31, 2015 to 15,600,000 outstanding Shares at September 30, 2016. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the nine months ended September 30, 2017 and 2016, 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 19.9% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 6.9% for the nine months ended September 30, 2016, was primarily due to a greater depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $27.74 per Share and reached its low for the period on September 8, 2017 at $20.91 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on January 5, 2016 at $26.09 per Share and reached its low for the period on May 2, 2016 at $22.63 per Share.

The benchmark’s rise of 12.3%for the nine months ended September 30, 2017, as compared to the benchmark’s rise of 3.4% for the nine months ended September 30, 2016, can be attributed to a greater rise in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (461,825 )    $ (2,129,104 )
Management fee
   1,914,770    2,894,802
Net realized gain (loss)
   (45,338,431 )    (60,591,510 )
Change in net unrealized appreciation/depreciation
   (12,255,062 )    30,468,759
Net income (loss)
   $ (58,055,318 )    $ (32,251,855 )

The Fund’s net income decreased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a greater rise in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2017.

~~ProShares UltraShort Yen~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 276,781,747 $ 237,372,900
NAV end of period
   $ 148,459,101 $ 263,899,544
Percentage change in NAV
   (46.4 )% 11.2 %
Shares outstanding beginning of period
   3,449,290 2,699,294
Shares outstanding end of period
   1,999,290 4,349,290
Percentage change in shares outstanding
   (42.0 )% 61.1 %
Shares created
   900,000 2,100,000
Shares redeemed
   2,350,000 450,004
Per share NAV beginning of period
   $ 80.24 $ 87.94
Per share NAV end of period
   $ 74.26 $ 60.68
Percentage change in per share NAV
   (7.5 )% (31.0 )%
Percentage change in benchmark
   3.9 % 18.5 %
Benchmark annualized volatility
   8.7 % 13.0 %

During the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 3,449,290 outstanding Shares at December 31, 2016 to 1,999,290 outstanding Shares at September 30, 2017. 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, 2016, the increase in the Fund’s NAV resulted from an increase from 2,699,294 outstanding Shares at December 31, 2015 to 4,349,290 outstanding Shares at September 30, 2016. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese yen versus the U.S. dollar.

For the nine months ended September 30, 2017 and 2016, 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 7.5% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 31.0% for the nine months ended September 30, 2016, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $81.40 per Share and reached its low for the period on September 8, 2017 at $68.10 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on January 29, 2016 at $88.99 per Share and reached its low for the period on August 18, 2016 at $59.02 per Share.

The benchmark’s rise of 3.9%for the nine months ended September 30, 2017, as compared to the benchmark’s rise of 18.5% for the nine months ended September 30, 2016, can be attributed to a lesser rise in the value of the Japanese yen versus the U.S. dollar during the nine months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (396,084 )    $ (1,133,789 )
Management fee
   1,468,775    1,462,231
Net realized gain (loss)
   (17,532,916 )    (86,179,609 )
Change in net unrealized appreciation/depreciation
   (7,490,982 )    14,046,211
Net income (loss)
   $ (25,419,982 )    $ (73,267,187 )

The Fund’s net income increased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a lesser rise in the value of the Japanese yen versus the U.S. dollar during the nine months ended September 30, 2017.

ProShares Ultra Bloomberg Crude Oil*

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 933,731,860 $ 783,922,475
NAV end of period
   $ 622,142,765 $ 979,757,506
Percentage change in NAV
   (33.4 )% 25.0 %
Shares outstanding beginning of period
   40,013,933 31,163,934
Shares outstanding end of period
   34,761,317 46,613,933
Percentage change in shares outstanding
   (13.1 )% 49.6 %
Shares created
   65,600,000 50,475,000
Shares redeemed
   70,852,616 35,025,001
Per share NAV beginning of period
   $ 23.34 $ 25.15
Per share NAV end of period
   $ 17.90 $ 21.02
Percentage change in per share NAV
   (23.3 )% (16.4 )%
Percentage change in benchmark
   (9.4 )% (0.3 )%
Benchmark annualized volatility
   25.4 % 47.3 %

During the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 40,013,933 outstanding Shares at December 31, 2016 to 34,761,317 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the nine months ended September 30, 2016, the increase in the Fund’s NAV resulted from an increase from 31,163,934 outstanding Shares at December 31, 2015 to 46,613,933 outstanding Shares at September 30, 2016. 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, 2017 and 2016, 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 23.3% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 16.4% for the nine months ended September 30, 2016, was primarily due to a greater depreciation in the value of the assets of the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 6, 2017 at $23.49 per Share and reached its low for the period on June 21, 2017 at $12.64 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on June 8, 2016 at $28.16 per Share and reached its low for the period on February 11, 2016 at $12.02 per Share.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (1,483,954 )    $ (4,978,159 )
Management fee
   5,773,725    6,031,448
Brokerage commission
   147,117    443,936
Net realized gain (loss)
   (123,526,841 )    (132,886,039 )
Change in net unrealized appreciation/depreciation
   (6,245,549 )    190,350,573
Net income (loss)
   $ (131,256,344 )    $ 52,486,375

*	~~See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form10-Q~~ ~~regarding the reverse Share split for ProShares Ultra Bloomberg Crude Oil.~~

~~ProShares UltraPro 3x Crude Oil ETF~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund from commencement of operations to September 30, 2017:~~

   March 24, 2017
(Commencement of
Operations) through
September 30, 2017
NAV beginning of period
   $ 200
NAV end of period
   $ 7,581,464
Percentage change in NAV
   NM
Shares outstanding beginning of period
   8
Shares outstanding end of period
   300,008
Percentage change in shares outstanding
   NM
Shares created
   1,400,008
Shares redeemed
   1,100,000
Per share NAV beginning of period
   $ 25.00
Per share NAV end of period
   $ 25.27
Percentage change in per share NAV
   1.1 %
Percentage change in benchmark
   (4.8 )%
Benchmark annualized volatility
   26.1 %

~~NM – Not Meaningful~~

During the period ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 8 outstanding Shares at March 24, 2017 to 300,008 outstanding Shares at September 30, 2017. 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 3x of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

~~For the period ended September 30, 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 3x of the daily performance of its benchmark.~~

During the period ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on April 11, 2017 at $34.26 per Share and reached its low for the period on June 21, 2017 at $15.44 per Share.

~~The benchmark’s decline of 4.8% for the period ended September 30, 2017, can be attributed to a decrease in the price of WTI Crude Oil during the period ended September 30, 2017.~~

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund from commencement of operations to September 30, 2017:~~

   March 24, 2017
(Commencement of
Operations) through
September 30, 2017
Net investment income (loss)
   $ (99,140 )
Brokerage commission
   24,374
Offering costs
   77,250
Limitation by Sponsor
   (2,484 )
Net realized gain (loss)
   3,137,907
Change in net unrealized appreciation/depreciation
   1,272,779
Net income (loss)
   $ 4,311,546

~~ProShares Ultra Bloomberg Natural Gas~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 43,203,386 $ 38,851,184
NAV end of period
   $ 51,059,617 $ 31,750,207
Percentage change in NAV
   18.2 % (18.3 )%
Shares outstanding beginning of period
   2,292,169 2,092,170
Shares outstanding end of period
   5,842,169 2,192,169
Percentage change in shares outstanding
   154.9 % 4.8 %
Shares created
   6,600,000 2,200,000
Shares redeemed
   3,050,000 2,100,001
Per share NAV beginning of period
   $ 18.85 $ 18.57
Per share NAV end of period
   $ 8.74 $ 14.48
Percentage change in per share NAV
   (53.6 )% (22.0 )%
Percentage change in benchmark
   (27.9 )% (5.9 )%
Benchmark annualized volatility
   34.6 % 39.6 %

During the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 2,292,169 outstanding Shares at December 31, 2016 to 5,842,169 outstanding Shares at September 30, 2017. 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. By comparison, during the nine months ended September 30, 2016, 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 2,092,170 outstanding Shares at December 31, 2015 to 2,192,169 outstanding Shares at September 30, 2016.~~

For the nine months ended September 30, 2017 and 2016, 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 53.6% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 22.0% for the nine months ended September 30, 2016, was primarily due to a greater depreciation in the value of the assets of the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 17, 2017 at $15.76 per Share and reached its low for the period on August 4, 2017 at $8.09 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on January 8, 2016 at $20.23 per Share and reached its low for the period on March 3, 2016 at $8.89 per Share.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (190,949 )    $ (282,519 )
Management fee
   318,839    229,760
Brokerage commission
   71,984    98,016
Net realized gain (loss)
   (21,041,439 )    6,591,292
Change in net unrealized appreciation/depreciation
   (3,507,126 )    (7,750,780 )
Net income (loss)
   $ (24,739,514 )    $ (1,442,007 )

~~ProShares Ultra Gold~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 92,127,200 $ 69,864,815
NAV end of period
   $ 89,587,943 $ 99,949,269
Percentage change in NAV
   (2.8 )% 43.1 %
Shares outstanding beginning of period
   2,800,000 2,350,014
Shares outstanding end of period
   2,250,000 2,250,000
Percentage change in shares outstanding
   (19.6 )% (4.3 )%
Shares created
   400,000 150,000
Shares redeemed
   950,000 250,014
Per share NAV beginning of period
   $ 32.90 $ 29.73
Per share NAV end of period
   $ 39.82 $ 44.42
Percentage change in per share NAV
   21.0 % 49.4 %
Percentage change in benchmark
   12.0 % 24.8 %
Benchmark annualized volatility
   11.6 % 17.0 %

During the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 2,800,000 outstanding Shares at December 31, 2016 to 2,250,000 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price. By comparison, during the nine months ended September 30, 2016, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price. The increase in the Fund’s NAV was offset by a decrease from 2,350,014 outstanding Shares at December 31, 2015 to 2,250,000 outstanding Shares at September 30, 2016.

For the nine months ended September 30, 2017 and 2016, 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 21.0% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV increase of 49.4% for the nine months ended September 30, 2016 was primarily due to a lesser appreciation in the value of the assets of the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $43.95 per Share and reached its low for the period on January 3, 2017 at $33.18 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on July 6, 2016 at $47.89 per Share and reached its low for the period on January 5, 2016 at $30.67 per Share.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (160,597 )    $ (486,568 )
Management fee
   692,340    665,265
Brokerage commission
   39    33
Net realized gain (loss)
   23,363,236    33,704,266
Change in net unrealized appreciation/depreciation
   (3,986,925 )    (208,227 )
Net income (loss)
   $ 19,215,714    $ 33,009,471

The Fund’s net income decreased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to lesser increase in the price of spot gold in U.S. dollar terms in conjunction with share transactions during the nine months ended September 30, 2017.

~~ProShares Ultra Silver~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 275,779,940 $ 216,416,642
NAV end of period
   $ 244,805,182 $ 372,251,128
Percentage change in NAV
   (11.2 )% 72.0 %
Shares outstanding beginning of period
   8,246,526 7,996,533
Shares outstanding end of period
   7,196,526 7,596,526
Percentage change in shares outstanding
   (12.7 )% (5.0 )%
Shares created
   950,000 1,500,000
Shares redeemed
   2,000,000 1,900,007
Per share NAV beginning of period
   $ 33.44 $ 27.06
Per share NAV end of period
   $ 34.02 $ 49.00
Percentage change in per share NAV
   1.7 % 81.1 %
Percentage change in benchmark
   3.8 % 40.0 %
Benchmark annualized volatility
   19.6 % 27.1 %

During the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 8,246,526 outstanding Shares at December 31, 2016 to 7,196,526 outstanding Shares at September 30, 2017. 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 silver bullion as measured by the London Silver Price. By comparison, during the nine months ended September 30, 2016, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the London Silver Price. The increase in the Fund’s NAV was offset by a decrease from 7,996,533 outstanding Shares at December 31, 2015 to 7,596,526 outstanding Shares at September 30, 2016.

For the nine months ended September 30, 2017 and 2016, 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 1.7% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV increase of 81.1% for the nine months ended September 30, 2016, was primarily due to a lesser appreciation in the value of the assets of the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on April 13, 2017 at $42.76 per Share and reached its low for the period on July 10, 2017 at $28.26 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on August 2, 2016 at $57.12 per Share and reached its low for the period on January 28, 2016 at $25.96 per Share.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (474,113 )    $ (1,713,227 )
Management fee
   1,971,071    2,300,935
Brokerage commission
   49    36
Net realized gain (loss)
   20,326,492    174,873,081
Change in net unrealized appreciation/depreciation
   (7,233,752 )    9,844,227
Net income (loss)
   $ 12,618,627    $ 183,004,081

The Fund’s net income decreased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a lesser rise in the price of spot silver in U.S. dollar terms during the nine months ended September 30, 2017.

~~ProShares Ultra Euro~~

~~Fund Performance~~

~~The following table provides summary performance information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 11,914,585 $ 10,857,730
NAV end of period
   $ 13,705,608 $ 9,678,714
Percentage change in NAV
   15.0 % (10.9 )%
Shares outstanding beginning of period
   850,000 700,014
Shares outstanding end of period
   800,000 600,000
Percentage change in shares outstanding
   (5.9 )% (14.3 )%
Shares created
   1,200,000 50,000
Shares redeemed
   1,250,000 150,014
Per share NAV beginning of period
   $ 14.02 $ 15.51
Per share NAV end of period
   $ 17.13 $ 16.13
Percentage change in per share NAV
   22.2 % 4.0 %
Percentage change in benchmark
   12.3 % 3.4 %
Benchmark annualized volatility
   7.4 % 8.3 %

During the nine months ended September 30, 2017, 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 euro versus the U.S. dollar. The increase in the Fund’s NAV was offset by a decrease from 850,000 outstanding Shares at December 31, 2016 to 800,000 outstanding Shares at September 30, 2017. By comparison, during the nine months ended September 30, 2016, the decrease in the Fund’s NAV resulted from a decrease from 700,014 outstanding Shares at December 31, 2015 to 600,000 outstanding Shares at September 30, 2016. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the euro versus the U.S. dollar.

For the nine months ended September 30, 2017 and 2016, 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 22.2% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV increase of 4.0% for the nine months ended September 30, 2016, was primarily due to a greater appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $17.79 per Share and reached its low for the period on January 3, 2017 at $13.68 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on April 1, 2016 at $16.89 per Share and reached its low for the period on April 14, 2016 at $13.95 per Share.

The benchmark’s rise of 12.3%for the nine months ended September 30, 2017, as compared to the benchmark’s rise of 3.4% for the nine months ended September 30, 2016, can be attributed to a greater rise in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2017.

~~Net Income/Loss~~

~~The following table provides summary income information for the Fund for the nine months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017    Nine Months Ended
September 30, 2016
Net investment income (loss)
   $ (26,051 )    $ (53,805 )
Management fee
   95,974    71,859
Net realized gain (loss)
   2,666,306    1,156,114
Change in net unrealized appreciation/depreciation
   364,855    (654,956 )
Net income (loss)
   $ 3,005,110    $ 447,353

The Fund’s net income increased for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to a greater rise in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2017.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 5,540,957 $ 5,473,848
NAV end of period
   $ 5,804,920 $ 7,443,729
Percentage change in NAV
   4.8 % 36.0 %
Shares outstanding beginning of period
   99,970 99,974
Shares outstanding end of period
   99,970 99,970
Percentage change in shares outstanding
   —^ —^
Shares created
   —   —
Shares redeemed
   —   4
Per share NAV beginning of period
   $ 55.43 $ 54.75
Per share NAV end of period
   $ 58.07 $ 74.46
Percentage change in per share NAV
   4.8 % 36.0 %
Percentage change in benchmark
   3.9 % 18.5 %
Benchmark annualized volatility
   8.7 % 13.0 %

^	~~Amount represents less than 0.05%~~


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	5,751,716		$	2,864,269
NAV end of period	$	5,563,510		$	3,172,131
Percentage change in NAV		(3.3	)%		10.7	%
Shares outstanding beginning of period		99,970			49,970
Shares outstanding end of period		99,970			49,970
Percentage change in shares outstanding		—	%		—	%
Shares created		50,000			—
Shares redeemed		50,000			—
Per share NAV beginning of period	$	57.53		$	57.32
Per share NAV end of period	$	55.65		$	63.48
Percentage change in per share NAV		(3.3	)%		10.7	%
Percentage change in benchmark		(1.1	)%		5.9	%
Benchmark annualized volatility		6.2	%		8.0	%

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, the ~~increase~~decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to 2x of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from December 31, ~~2016~~2018 to ~~September 30, 2017.~~March 31, 2019. By comparison, during the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2018, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to 2x of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. ~~The increase~~There was no net change in the Fund’s ~~NAV was offset by a decrease from 99,974~~ outstanding Shares atfrom December 31, ~~2015~~2017 to ~~99,970 outstanding Shares at September 30, 2016.~~March 31, 2018.

For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, 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~~decrease of ~~4.8%~~3.3% for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the Fund’s per Share NAV increase of ~~36.0%~~10.7% for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2018, was primarily due to depreciation in the value of the assets held by the Fund during the three months ended March 31, 2019.

The benchmark’s decline of 1.1% for the three months ended March 31, 2019, as compared to the benchmark’s rise of 5.9% for the three months ended March 31, 2018, can be attributed to a ~~lesser~~decrease in the value of the Japanese yen versus the U.S. dollar during the period ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	14,571		$	(3,069	)
Management fee		12,438			7,223
Net realized gain (loss)		(77,307	)		322,550
Change in net unrealized appreciation/depreciation		(112,597	)		(11,619	)
Net Income (loss)	$	(175,333	)	$	307,862

The Fund’s net income decreased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018, primarily due to a decrease in the value of the Japanese yen versus the U.S. dollar during the three months ended March 31, 2019.

ProShares UltraPro 3x Crude Oil ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	87,667,042		$	11,335,483
NAV end of period	$	128,015,075		$	16,203,957
Percentage change in NAV		46.0	%		42.9	%
Shares outstanding beginning of period		6,700,000			300,008
Shares outstanding end of period		4,750,000			350,008
Percentage change in shares outstanding		(29.1	)%		16.7	%
Shares created		800,000			200,000
Shares redeemed		2,750,000			150,000
Per share NAV beginning of period	$	13.08		$	37.78
Per share NAV end of period	$	26.95		$	46.30
Percentage change in per share NAV		106.0	%		22.6	%
Percentage change in benchmark		30.2	%		8.8	%
Benchmark annualized volatility		26.5	%		22.3	%

During the three months ended March 31, 2019, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 3x of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. The increase in the Fund’s NAV was offset by a decrease from 6,700,000 outstanding Shares at December 31, 2018 to 4,750,000 outstanding Shares at March 31, 2019. By comparison, during the three months ended March 31, 2018, the increase in the Fund’s NAV resulted primarily from an increase from 300,008 outstanding Shares at December 31, 2017 to 350,008 outstanding Shares at March 31, 2018. 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 3x of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the three months ended March 31, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 3x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 106.0% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV increase of 22.6% for the three months ended March 31, 2018, was primarily due to greater appreciation in the value of the assets held by the Fund during the ~~nine~~three months ended ~~September 30, 2017.~~

During the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on April 18, 2017 at $63.59 per Share and reached its low for the period on January 3, 2017 at $54.62 per Share. By comparison, during the nine months ended September 30, 2016, the Fund’s per Share NAV reached its high for the period on August 18, 2016 at $77.06 per Share and reached its low for the period on January 29, 2016 at $53.85 per Share.March 31, 2019.

The benchmark’s rise of ~~3.9%~~30.2% for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, as compared to the benchmark’s rise of ~~18.5%~~8.8% for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2018, can be attributed to a ~~lesser rise~~greater increase in the value of WTI Crude Oil during the period ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Net investment income (loss)	$	252,849	$	(31,115	)
Management fee		295,626		2,095
Brokerage commission		66,868		5,676
Offering costs		—		52,846
Limitation by Sponsor		—		(26,957	)
Net realized gain (loss)		22,272,869		1,620,825
Change in net unrealized appreciation/depreciation		64,156,808		1,585,957
Net Income (loss)	$	86,682,526	$	3,175,667

ProShares UltraPro 3x Short Crude Oil ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	18,665,099		$	21,161,176
NAV end of period	$	17,007,260		$	26,950,309
Percentage change in NAV		(8.9	)%		27.4	%
Shares outstanding beginning of period		374,906			500,002
Shares outstanding end of period		824,906			874,908
Percentage change in shares outstanding		120.0	%		75.0	%
Shares created		750,000			687,500
Shares redeemed		300,000			312,594
Per share NAV beginning of period	$	49.79		$	42.32
Per share NAV end of period	$	20.62		$	30.80
Percentage change in per share NAV		(58.6	)%		(27.2	)%
Percentage change in benchmark		30.2	%		8.8	%
Benchmark annualized volatility		26.5	%		22.3	%

During the three months ended March 31, 2019, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 3x of the inverse 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 374,906 outstanding Shares at December 31, 2018 to 824,906 outstanding Shares at March 31, 2019. By comparison, during the three months ended March 31, 2018, the increase in the Fund’s NAV resulted from an increase from 500,002 outstanding Shares at December 31, 2017 to 874,908 outstanding Shares at March 31, 2018. 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 3x of the inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the three months ended March 31, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 3x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 58.6% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV decrease of 27.2% for the three months ended March 31, 2018, was primarily due to greater depreciation in the value of the ~~Japanese yen versus~~assets held by the ~~U.S. dollar~~Fund during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:


	Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2016			Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	(20,949	)	$	(35,548	)	$	24,014		$	(67,214	)
Management fee		42,356			47,356			34,303			3,537
Brokerage commission								13,188			15,260
Offering costs								—			52,797
Limitation by Sponsor								—			(176	)
Net realized gain (loss)		338,006			2,273,202			(2,268,796	)		(4,675,967	)
Change in net unrealized appreciation/depreciation		(53,094	)		(267,574	)		(9,496,554	)		(746,983	)
Net income (loss)	$	263,963		$	1,970,080
Net Income (loss)							$	(11,741,336	)	$	(5,490,164	)

The Fund’s net income decreased for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019 as compared to the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2018, primarily due to a greater increase in the value of WTI Crude Oil during the three months ended March 31, 2019.

ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	11,060,333		$	13,702,102
NAV end of period	$	8,162,647		$	7,063,496
Percentage change in NAV		(26.2	)%		(48.4	)%
Shares outstanding beginning of period		200,000			300,000
Shares outstanding end of period		150,000			150,000
Percentage change in shares outstanding		(25.0	)%		(50.0	)%
Shares created		—			—
Shares redeemed		50,000			150,000
Per share NAV beginning of period	$	55.30		$	45.67
Per share NAV end of period	$	54.42		$	47.09
Percentage change in per share NAV		(1.6	)%		3.1	%
Percentage change in benchmark		0.8	%		(1.6	)%
Benchmark annualized volatility		8.6	%		8.7	%

During the three months ended March 31, 2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 200,000 outstanding Shares at December 31, 2018 to 150,000 outstanding Shares at March 31, 2019. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 2x of the inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. By comparison, during the three months ended March 31, 2018, the decrease in the Fund’s NAV resulted from a decrease from 300,000 outstanding Shares at December 31, 2017 to 150,000 outstanding Shares at March 31, 2018. 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 three months ended March 31, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 1.6% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV increase of 3.1% for the three months ended March 31, 2018, was primarily due to depreciation in the value of the assets held by the Fund during the three months ended March 31, 2019.

The benchmark’s rise of 0.8% for the three months ended March 31, 2019, as compared to the benchmark’s decline of 1.6% for the three months ended March 31, 2018, can be attributed to an increase in the value of the Australian dollar versus the U.S. dollar during the period ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	25,789		$	135
Management fee		21,080			19,484
Brokerage commission		1,673			1,520
Net realized gain (loss)		262,745			(1,120,237	)
Change in net unrealized appreciation/depreciation		(577,204	)		1,192,129
Net Income (loss)	$	(288,670	)	$	72,027

The Fund’s net income decreased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018, primarily due to an increase in the value of the Australian dollar versus the U.S. dollar during the three months ended March 31, 2019.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	114,377,311		$	225,843,284
NAV end of period	$	75,826,687		$	200,375,649
Percentage change in NAV		(33.7	)%		(11.3	)%
Shares outstanding beginning of period		3,839,884			9,289,884
Shares outstanding end of period		4,489,884			10,039,884
Percentage change in shares outstanding		16.9	%		8.1	%
Shares created		3,400,000			4,200,000
Shares redeemed		2,750,000			3,450,000
Per share NAV beginning of period	$	29.79		$	24.31
Per share NAV end of period	$	16.89		$	19.96
Percentage change in per share NAV		(43.3	)%		(17.9	)%
Percentage change in benchmark		30.2	%		8.8	%
Benchmark annualized volatility		26.5	%		22.3	%

During the three months ended March 31, 2019, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 2x of the inverse 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 3,839,884 outstanding Shares at December 31, 2018 to 4,489,884 outstanding Shares at March 31, 2019. By comparison, during the three months ended March 31, 2018, 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 WTI Crude Oil Subindex^SM. The decrease in the Fund’s NAV was offset by an increase from 9,289,884 outstanding Shares at December 31, 2017 to 10,039,884 outstanding Shares at March 31, 2018.

For the three months ended March 31, 2019 and 2018, 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 43.3% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV decrease of 17.9% for the three months ended March 31, 2018, was primarily due to greater depreciation in the value of the assets held by the Fund during the three months ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	185,815		$	189,482
Management fee		166,326			527,954
Brokerage commission		9,630			11,981
Net realized gain (loss)		(9,155,159	)		(48,096,337	)
Change in net unrealized appreciation/depreciation		(32,918,234	)		15,307,293
Net Income (loss)	$	(41,887,578	)	$	(32,599,562	)

The Fund’s net income decreased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018, primarily due to a greater increase in the value of WTI Crude Oil during the three months ended March 31, 2019.

ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	17,825,441		$	6,902,743
NAV end of period	$	13,019,491		$	5,352,309
Percentage change in NAV		(27.0	)%		(22.5	)%
Shares outstanding beginning of period		824,832			174,832
Shares outstanding end of period		574,832			124,832
Percentage change in shares outstanding		(30.3	)%		(28.6	)%
Shares created		250,000			250,000
Shares redeemed		500,000			300,000
Per share NAV beginning of period	$	21.61		$	39.48
Per share NAV end of period	$	22.65		$	42.88
Percentage change in per share NAV		4.8	%		8.6	%
Percentage change in benchmark		(7.9	)%		(6.9	)%
Benchmark annualized volatility		42.4	%		30.3	%

During the three months ended March 31, 2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 824,832 outstanding Shares at December 31, 2018 to 574,832 outstanding Shares at March 31, 2019. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 2x of the inverse of the daily performance of the Bloomberg Natural Gas Subindex^SM. By comparison, during the three months ended March 31, 2018, the decrease in the Fund’s NAV resulted from a decrease from 174,832 outstanding Shares at December 31, 2017 to 124,832 outstanding Shares at March 31, 2018. 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 March 31, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 4.8% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV increase of 8.6% for the three months ended March 31, 2018, was primarily due to lesser appreciation in the value of the assets held by the Fund during the three months ended March 31, 2019.

The benchmark’s decline of 7.9% for the three months ended March 31, 2019, as compared to the benchmark’s decline of 6.9% for the three months ended March 31, 2018, can be attributed to a greater decrease in the value of Henry Hub Natural Gas during the period ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	19,484		$	(9,587	)
Management fee		28,691			16,545
Brokerage commission		11,700			8,180
Net realized gain (loss)		11,319,325			746,971
Change in net unrealized appreciation/depreciation		(10,316,611	)		931,920
Net Income (loss)	$	1,022,198		$	1,669,304

The Fund’s net income decreased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018, primarily due to a greater decrease in the value of Henry Hub Natural Gas, in conjunction with the timing of shareholder activity, during the three months ended March 31, 2019.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	154,120,159		$	202,548,197
NAV end of period	$	151,445,608		$	188,023,376
Percentage change in NAV		(1.7	)%		(7.2	)%
Shares outstanding beginning of period		6,350,000			9,550,000
Shares outstanding end of period		5,900,000			9,250,000
Percentage change in shares outstanding		(7.1	)%		(3.1	)%
Shares created		250,000			500,000
Shares redeemed		700,000			800,000
Per share NAV beginning of period	$	24.27		$	21.21
Per share NAV end of period	$	25.67		$	20.33
Percentage change in per share NAV		5.8	%		(4.1	)%
Percentage change in benchmark		(2.1	)%		2.6	%
Benchmark annualized volatility		6.3	%		7.9	%

During the three months ended March 31, 2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 6,350,000 outstanding Shares at December 31, 2018 to 5,900,000 outstanding Shares at March 31, 2019. 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 euro versus the U.S. dollar. By comparison, during the three months ended March 31, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 9,550,000 outstanding Shares at December 31, 2017 to 9,250,000 outstanding Shares at March 31, 2018. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 2x of the inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended March 31, 2019 and 2018, 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 5.8% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV decrease of 4.1% for the three months ended March 31, 2018, was primarily due to appreciation in the value of the assets held by the Fund during the three months ended March 31, 2019.

The benchmark’s decline of 2.1% for the three months ended March 31, 2019, as compared to the benchmark’s rise of 2.6% for the three months ended March 31, 2018, can be attributed to a decrease in the value of the euro versus the U.S. dollar during the period ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Net investment income (loss)	$	434,473	$	168,129
Management fee		340,145		449,855
Net realized gain (loss)		3,329,242		(18,923,423	)
Change in net unrealized appreciation/depreciation		4,424,813		10,106,948
Net Income (loss)	$	8,188,528	$	(8,648,346	)

The Fund’s net income increased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018, primarily due to a decrease in the value of the euro versus the U.S. dollar during the three months ended March 31, 2019.

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	18,098,997		$	31,497,410
NAV end of period	$	21,506,707		$	30,009,467
Percentage change in NAV		18.8	%		(4.7	)%
Shares outstanding beginning of period		246,978			446,978
Shares outstanding end of period		296,977			446,978
Percentage change in shares outstanding		20.2	%		—	%
Shares created		100,000			200,000
Shares redeemed		50,000			200,000
Per share NAV beginning of period	$	73.28		$	70.47
Per share NAV end of period	$	72.42		$	67.14
Percentage change in per share NAV		(1.2	)%		(4.7	)%
Percentage change in benchmark		0.9	%		2.5	%
Benchmark annualized volatility		10.0	%		9.5	%

On December 20, 2018, the Trust announced that the ProShares UltraShort Gold ETF would change its benchmark. The ProShares UltraShort Gold ETF struck its NAV using its new benchmark for the first time on January 7, 2019. The new benchmark for the ProShares UltraShort Gold ETF is the Bloomberg Gold Subindex (ticker: BCOMGC). Prior to January 7, 2019, the benchmark for the ProShares UltraShort Gold ETF was the U.S. dollar p.m. LBMA Gold Price.

During the three months ended March 31, 2019, the increase in the Fund’s NAV resulted primarily from an increase from 246,978 outstanding Shares at December 31, 2018 to 296,977 outstanding Shares at March 31, 2019. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 2x of the

inverse of the daily performance of the Bloomberg Gold Subindex^SM. By comparison, during the three months ended March 31, 2018, 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 gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price. There was no net change in the Fund’s outstanding Shares from December 31, 2017 to March 31, 2018.

For the three months ended March 31, 2019 and 2018, 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 1.2% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV decrease of 4.7% for the three months ended March 31, 2018, was primarily due to lesser depreciation in the value of the assets held by the Fund during the three months ended March 31, 2019.

The new benchmark’s rise of 0.9% for the three months ended March 31, 2019, as compared to the former LBMA Gold Price benchmark’s rise of 2.5% for the three months ended March 31, 2018, can be attributed to a lesser increase in the value of gold futures contracts during the period ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	47,471		$	22,378
Management fee		46,962			67,746
Brokerage commission		778			20
Net realized gain (loss)		(1,168,904	)		(3,269,747	)
Change in net unrealized appreciation/depreciation		878,026			1,908,108
Net Income (loss)	$	(243,407	)	$	(1,339,261	)

The Fund’s net income increased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018, primarily due to a lesser increase in the value of the futures prices during the three months ended March 31, 2019.

ProShares UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	11,768,863		$	14,806,259
NAV end of period	$	20,253,916		$	20,934,105
Percentage change in NAV		72.1	%		41.4	%
Shares outstanding beginning of period		316,976			466,976
Shares outstanding end of period		516,976			616,976
Percentage change in shares outstanding		63.1	%		32.1	%
Shares created		300,000			450,000
Shares redeemed		100,000			300,000
Per share NAV beginning of period	$	37.13		$	31.71
Per share NAV end of period	$	39.18		$	33.93
Percentage change in per share NAV		5.5	%		7.0	%
Percentage change in benchmark		(2.8	)%		(3.5	)%
Benchmark annualized volatility		15.2	%		12.4	%

On December 20, 2018, the Trust announced that the ProShares UltraShort Silver ETF would change its benchmark. The ProShares UltraShort Silver ETF struck its NAV using its new benchmark for the first time on January 7, 2019. The new benchmark for the ProShares UltraShort Silver ETF is the Bloomberg Silver Subindex (ticker: BCOMSI). Prior to January 7, 2019, the benchmark for the ProShares UltraShort Silver ETF was the London Silver Price.

During the three months ended March 31, 2019, the increase in the Fund’s NAV resulted primarily from an increase from 316,976 outstanding Shares at December 31, 2018 to 516,976 outstanding Shares at March 31, 2019. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 2x of the inverse of the daily performance of the Bloomberg Silver Subindex^SM. By comparison, during the three months ended March 31, 2018, the increase in the Fund’s NAV resulted primarily from an increase from 466,976 outstanding Shares at December 31, 2017 to 616,976 outstanding Shares at March 31, 2018. 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 silver bullion as measured by the London Silver Price.

For the three months ended March 31, 2019 and 2018, 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 5.5% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV increase of 7.0% for the three months ended March 31, 2018, was primarily due to lesser appreciation in the value of the assets held by the Fund during the three months ended March 31, 2019.

The new benchmark’s decline of 2.8% for the three months ended March 31, 2019, as compared to the former London Silver Price benchmark’s decline of 3.5% for the three months ended March 31, 2018, can be attributed to a lesser decrease in the value of the silver futures contracts during the period ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	31,554		$	13,187
Management fee		37,211			45,395
Brokerage commission		1,349			10
Net realized gain (loss)		(1,390,142	)		(1,598,873	)
Change in net unrealized appreciation/depreciation		2,135,467			2,706,050
Net Income (loss)	$	776,879		$	1,120,364

The Fund’s net income decreased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018, primarily due to a lesser decrease in the value of futures prices during the three months ended March 31, 2019.

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	55,363,675		$	131,077,453
NAV end of period	$	49,650,541		$	87,308,862
Percentage change in NAV		(10.3	)%		(33.4	)%
Shares outstanding beginning of period		749,290			1,749,290
Shares outstanding end of period		649,290			1,299,290
Percentage change in shares outstanding		(13.3	)%		(25.7	)%
Shares created		400,000			50,000
Shares redeemed		500,000			500,000
Per share NAV beginning of period	$	73.89		$	74.93
Per share NAV end of period	$	76.47		$	67.20
Percentage change in per share NAV		3.5	%		(10.3	)%
Percentage change in benchmark		(1.1	)%		5.9	%
Benchmark annualized volatility		6.2	%		8.0	%

During the three months ended March 31, 2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 749,290 outstanding Shares at December 31, 2018 to 649,290 outstanding Shares at March 31, 2019. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the three months ended March 31, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,749,290 outstanding Shares at December 31, 2017 to 1,299,290 outstanding Shares at March 31, 2018. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese yen versus the U.S. dollar.

For the three months ended March 31, 2019 and 2018, 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 3.5% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV decrease of 10.3% for the three months ended March 31, 2018, was primarily due to appreciation in the value of the assets held by the Fund during the three months ended March 31, 2019.

The benchmark’s decline of 1.1% for the three months ended March 31, 2019, as compared to the benchmark’s rise of 5.9% for the three months ended March 31, 2018, can be attributed to a decrease in the value of the Japanese yen versus the U.S. dollar during the ~~nine~~period ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September 30, 2017.~~

March 31, 2019 and 2018:

~~Item 3.~~ ~~Quantitative and Qualitative Disclosures About Market Risk.~~


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	167,574		$	81,401
Management fee		124,794			231,119
Net realized gain (loss)		(343,480	)		(11,252,400	)
Change in net unrealized appreciation/depreciation		2,433,680			(403,844	)
Net Income (loss)	$	2,257,774		$	(11,574,843	)

The Fund’s net income increased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018, primarily due to a decrease in the value of the Japanese yen versus the U.S. dollar during the three months ended March 31, 2019.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	56,299,121		$	26,347,948
NAV end of period	$	51,126,469		$	24,945,408
Percentage change in NAV		(9.2	)%		(5.3	)%
Shares outstanding beginning of period		2,112,403			1,237,403
Shares outstanding end of period		2,362,403			937,403
Percentage change in shares outstanding		11.8	%		(24.2	)%
Shares created		500,000			550,000
Shares redeemed		250,000			850,000
Per share NAV beginning of period	$	26.65		$	21.29
Per share NAV end of period	$	21.64		$	26.61
Percentage change in per share NAV		(18.8	)%		25.0	%
Percentage change in benchmark		(18.5	)%		25.5	%
Benchmark annualized volatility		22.3	%		64.8	%

During the three months ended March 31, 2019, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 2,112,403 outstanding Shares at December 31, 2018 to 2,362,403 outstanding Shares at March 31, 2019. By comparison, during the three months ended March 31, 2018, the decrease in the Fund’s NAV resulted from a decrease from 1,237,403 outstanding Shares at December 31, 2017 to 937,403 outstanding Shares at March 31, 2018. 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 Mid-Term Futures Index.

For the three months ended March 31, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 to the daily performance of its benchmark. The Fund’s per Share NAV decrease of 18.8% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV increase of 25.0% for the three months ended March 31, 2018, was primarily due to depreciation in the value of the assets held by the Fund during the three months ended March 31, 2019.

The benchmark’s decline of 18.5% for the three months ended March 31, 2019, as compared to the benchmark’s rise of 25.5% for the three months ended March 31, 2018, can be attributed to a decrease in the value of the futures contracts that made the S&P 500 VIX Mid-Term Futures Index during the period ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	149,266		$	(4,487	)
Management fee		105,811			54,959
Brokerage commission		10,336			11,232
Net realized gain (loss)		(4,202,020	)		3,720,436
Change in net unrealized appreciation/depreciation		(6,426,449	)		4,916,467
Net Income (loss)	$	(10,479,203	)	$	8,632,416

The Fund’s net income decreased for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018, primarily due to a decrease in the value of the futures prices during the three months ended March 31, 2019.

ProShares VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
NAV beginning of period	$	149,547,115		$	137,741,560
NAV end of period	$	203,503,203		$	112,385,324
Percentage change in NAV		36.1	%		(18.4	)%
Shares outstanding beginning of period		3,876,317			5,901,317
Shares outstanding end of period		8,451,317			2,826,317
Percentage change in shares outstanding		118.0	%		(52.1	)%
Shares created		6,225,000			1,875,000
Shares redeemed		1,650,000			4,950,000
Per share NAV beginning of period	$	38.58		$	23.34
Per share NAV end of period	$	24.08		$	39.76
Percentage change in per share NAV		(37.6	)%		70.4	%
Percentage change in benchmark		(37.4	)%		71.2	%
Benchmark annualized volatility		51.6	%		215.0	%

During the three months ended March 31, 2019, the increase in the Fund’s NAV resulted primarily from an increase from 3,876,317 outstanding Shares at December 31, 2018 to 8,451,317 outstanding Shares at March 31, 2019. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended March 31, 2018, the decrease in the Fund’s NAV resulted from a decrease from 5,901,317 outstanding Shares at December 31, 2017 to 2,826,317 outstanding Shares at March 31, 2018. 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.

For the three months ended March 31, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 to the daily performance of its benchmark. The Fund’s per Share NAV decrease of 37.6% for the three months ended March 31, 2019, as compared to the Fund’s per Share NAV increase of 70.4% for the three months ended March 31, 2018, was primarily due to depreciation in the value of the assets held by the Fund during the three months ended March 31, 2019.

The benchmark’s decline of 37.4% for the three months ended March 31, 2019, as compared to the benchmark’s rise of 71.2% for the three months ended March 31, 2018, can be attributed to a decrease in the value of the near-term futures contracts on the VIX futures curve during the period ended March 31, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net investment income (loss)	$	476,702		$	(47,426	)
Management fee		361,703			252,387
Brokerage commission		12,435			71,299
Net realized gain (loss)		(54,906,584	)		77,274,987
Change in net unrealized appreciation/depreciation		(21,284,231	)		14,019,881
Net Income (loss)	$	(75,714,113	)	$	91,247,442

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Quantitative Disclosure

Exchange Rate Sensitivity, Equity Market Volatility Sensitivity, and Commodity Price Sensitivity

Each of the Funds is exposed to certain risks pertaining to the use of Financial Instruments. Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. Each of the VIX Funds is exposed to equity market volatility risk through its holdings of Financial Instruments. Each of the Commodity Funds and Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments.

The ~~following~~ tables below provide information about each of the Currency Funds’ Financial Instruments, VIX Funds’ Financial Instruments, ~~which are sensitive to changes in equity market volatility indexes.~~and Commodity Funds’ and the Commodity Index Funds’ Financial Instruments. As of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, each of the ~~VIX Funds’~~Fund’s positions were as follows:

ProShares ~~VIX Short-Term Futures ETF:~~Short Euro:

As of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, the ProShares ~~VIX Short-Term Futures ETF~~Short Euro Fund was exposed to ~~equity market volatility~~inverse exchange rate price risk through its ~~holding~~holdings of ~~VIX~~Euro/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in ~~VIX futures contracts~~these Financial Instruments as of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, which were sensitive to ~~equity market volatility~~exchange rate price risk.

~~Futures Positions as of September 30, 2017~~

Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
VIX Futures (CBOE)
   Long    October 2017    9,373    $ 11.68    1,000    $ 109,429,775
VIX Futures (CBOE)
   Long    November 2017    6,252    13.03    1,000    81,432,300

~~Futures Positions as of September 30, 2016~~

Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
VIX Futures (CBOE)
   Long    October 2016    8,392    $ 15.78    1,000    $ 132,383,800
VIX Futures (CBOE)
   Long    November 2016    5,601    16.95    1,000    94,936,950

Futures Positions as of March 31, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short

June 2019

157

1.13

125,000

(22,153,683

)

Futures Positions as of March 31, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short

June 2018

1.2359

125,000

(7,878,544

)

The ~~September 30, 2017~~March 31, 2019 and 2016 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 Trust’s Annual Report on Form~~10-K~~ ~~for the year ended December 31, 2016 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2017 ( the “Form10-K”)~~ ~~for additional information regarding performance for periods longer than a single day.~~

~~ProShares VIXMid-Term~~ ~~Futures ETF:~~

~~As of September 30, 2017 and 2016, the ProShares VIXMid-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, 2017 and 2016, which were sensitive to equity market volatility risk.

~~Futures Positions as of September 30, 2017~~

Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
VIX Futures (CBOE)
   Long    January 2018    582    $ 14.78    1,000    $ 8,599,050
VIX Futures (CBOE)
   Long    February 2018    971    15.23    1,000    14,783,475
VIX Futures (CBOE)
   Long    March 2018    971    15.80    1,000    15,341,800
VIX Futures (CBOE)
   Long    April 2018    388    16.28    1,000    6,314,700

~~Futures Positions as of September 30, 2016~~

Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
VIX Futures (CBOE)
   Long    January 2017    614    $ 18.50    1,000    $ 11,359,000
VIX Futures (CBOE)
   Long    February 2017    1,024    19.05    1,000    19,507,200
VIX Futures (CBOE)
   Long    March 2017    1,023    19.40    1,000    19,846,200
VIX Futures (CBOE)
   Long    April 2017    409    19.98    1,000    8,169,775

The September 30, 2017 and 2016 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, 2017 and 2016, 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, 2017 and 2016, which were sensitive to equity market volatility risk.

~~Futures Positions as of September 30, 2017~~

Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
VIX Futures (CBOE)
   Short    October 2017    51,224    $ 11.68    1,000    $ (598,040,200 )
VIX Futures (CBOE)
   Short    November 2017    34,126    13.03    1,000    (444,491,150 )

~~Futures Positions as of September 30, 2016~~

Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
VIX Futures (CBOE)
   Short    October 2016    18,688    $ 15.78    1,000    $ (294,803,200 )
VIX Futures (CBOE)
   Short    November 2016    12,445    16.95    1,000    (210,942,750 )

~~The September 30, 2017 and 2016~~2018 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 Instrumentseach dayto have $1.00 of short exposure to the euro for every $1.00 of net assets. Futureperiod 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 Annual Report on Form 10-K/A for additional information regarding performance for periods longer than a single day.

ProShares Short VIX Short-Term Futures ETF

As of March 31, 2019 and 2018, the ProShares Short VIX Short-Term Futures ETF Fund was exposed to inverse equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of March 31, 2019 and 2018, which were sensitive to equity market volatility risk.


Futures Positions as of March 31, 2019
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Short		April 2019		8,058	$	15.23		1,000	$	(122,683,050	)
VIX Futures (CBOE)		Short		May 2019		6,033		16.33		1,000		(98,488,725	)


Futures Positions as of March 31, 2018
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Short		April 2018		11,205	$	19.78		1,000	$	(221,578,875	)
VIX Futures (CBOE)		Short		May 2018		6,525		19.23		1,000		(125,443,125	)

The March 31, 2019 and 2018 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 position in Financial Instruments each day to have $0.50 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.~~one-half. See “Item 1A. Risk Factors” in the Annual Report on Form~~10-K~~ 10-K/A for additional information regarding performance for periods longer than a single day.

ProShares Ultra ~~VIX Short-Term Futures ETF:~~Bloomberg Crude Oil:

As of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, the ProShares Ultra ~~VIX Short-Term Futures ETF~~Bloomberg Crude Oil Fund was exposed to ~~equity market volatility~~commodity price risk through its holding of ~~VIX~~Crude Oil futures ~~contracts.~~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 ~~VIX futures contracts~~Financial Instruments as of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, which were sensitive to ~~equity market volatility~~commodity price risk.

Futures Positions as of September 30, 2017
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
VIX Futures (CBOE)
   Long    October 2017    52,495    $ 11.68    1,000    $ 612,879,125
VIX Futures (CBOE)
   Long    November 2017    35,008    13.03    1,000    455,979,200
Futures Positions as of September 30, 2016
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
VIX Futures (CBOE)
   Long    October 2016    54,497    $ 15.78    1,000    $ 859,690,175
VIX Futures (CBOE)
   Long    November 2016    36,351    16.95    1,000    616,149,450

Futures Positions as of March 31, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

May 2019

1,603

60.14

1,000

96,404,420

Swap Agreements as of March 31, 2019

Reference Index

Counterparty

Long or
Short

Index
Close

Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Citibank,N.A.

Long

88.8419

210,716,477

Bloomberg WTI Crude Oil Subindex

Goldman Sachs International

Long

88.8419

159,549,712

Bloomberg WTI Crude Oil Subindex

Royal Bank of Canada

Long

88.8419

159,265,812

Bloomberg WTI Crude Oil Subindex

Societe Generale

Long

88.8419

63,215,803

Bloomberg WTI Crude Oil Subindex

UBS AG

Long

88.8419

161,395,641

Futures Positions as of March 31, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

May 2018

2,391

64.94

1,000

155,271,540

Swap Agreements as of March 31, 2018

Reference Index

Counterparty

Long or
Short

Index
Close

Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Citibank N.A.

Long

95.4541

200,208,114

Bloomberg WTI Crude Oil Subindex

Goldman Sachs International

Long

95.4541

192,610,038

Bloomberg WTI Crude Oil Subindex

Societe Generale

Long

95.4541

86,577,855

Bloomberg WTI Crude Oil Subindex

UBS AG

Long

95.4541

187,785,873

The ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2019 and 2018 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 Instrumentseach 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. Futureperiod 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 Annual Report on Form~~10-K~~ 10-K/A for additional information regarding performance for periods longer than a single day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Bloomberg Natural Gas:

As of March 31, 2019 and 2018, the ProShares Ultra Bloomberg Natural Gas Fund was exposed to commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2019 and 2018, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Long

May 2019

1,570

2.66

10,000

41,793,400

Futures Positions as of March 31, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Long

May 2018

2,872

2.73

10,000

78,491,760

The March 31, 2019 and 2018 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 Instrumentseach day to have $2.00 of exposure to the Index for every $1.00 of net assets. Futureperiod 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 Annual Report on Form 10-K/A for additional information regarding performance for periods longer than a single day.

~~Commodity Price Sensitivity~~ProShares Ultra Euro:

~~Each~~As of March 31, 2019 and 2018, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of EUR/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2019 and 2018, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of March 31, 2019
Reference Currency	Counterparty	Long or Short	Settlement Date		Local Currency			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		04/05/19		7,006,725			1.1331	$	7,939,530
Euro	UBS AG	Long		04/05/19		7,466,800			1.1343		8,469,715
Euro	Goldman Sachs International	Short		04/05/19		(151,500	)		1.1286		(170,982	)
Euro	UBS AG	Short		04/05/19		(307,000	)		1.1250		(345,365	)


Foreign Currency Forward Contracts as of March 31, 2018
Reference Currency	Counterparty	Long or Short	Settlement Date		Local Currency			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		04/06/18		8,112,625			1.2306	$	9,983,565
Euro	UBS AG	Long		04/06/18		8,724,400			1.2306		10,736,428
Euro	Goldman Sachs International	Short		04/06/18		(416,900	)		1.2306		(513,046	)
Euro	UBS AG	Short		04/06/18		(240,900	)		1.2306		(296,457	)

The March 31, 2019 and 2018 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 Instrumentseach day to have $2.00 of exposure to the euro for every $1.00 of net assets. Futureperiod returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the ~~Commodity Funds~~euro and multiplying by two. See “Item 1A. Risk Factors” in the ~~Commodity Index Funds~~Annual Report on Form 10-K/A 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 Gold:

As of March 31, 2019 and 2018, the ProShares Ultra Gold Fund was exposed to commodity price risk through its ~~holdings~~holding of ~~Financial Instruments.~~Gold futures contracts, Gold forward agreements, and swap agreements linked to the Bloomberg Gold Subindex^SM. The following tables provide information about ~~each~~the Fund’s positions in these Financial Instruments as of ~~the Commodity Funds’~~March 31, 2019 and ~~the Commodity Index Funds’ Financial Instruments,~~2018, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

June 2019

124

1,298.50

100

16,101,400

Swap Agreements as of March 31, 2019

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Bloomberg Gold Subindex

Citibank, N.A.

Long

151.6031

39,789,890

Bloomberg Gold Subindex

Goldman Sachs International

Long

151.6031

48,810,185

Bloomberg Gold Subindex

UBS AG

Long

151.6031

40,913,975

Futures Positions as of March 31, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

June 2018

1,327.30

100

265,460

Forward Agreements as of March 31, 2018

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Citibank N.A.

Long

1,324.74

72,198,330

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

1,324.68

54,205,906

0.995 Fine Troy Ounce Gold

Societe Generale

Long

1,324.71

17,221,230

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,324.62

46,759,086

The March 31, 2019 and 2018 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2019 and 2018 forward and swap notional values equal units multiplied by the forward or swap price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract, swap 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 Instrumentseach day to have $2.00 of exposure to the Index for every $1.00 of net assets. Futureperiodreturns, 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 Annual Report on Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to the swap or 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, 2017~~March 31, 2019 and ~~2016, each~~2018, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts, Silver forward agreements, and swap agreements linked to the Bloomberg Silver Subindex^SM. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2019 and 2018, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

May 2019

254

15.11

5,000

19,189,700

Swap Agreements as of March 31, 2019

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Bloomberg Silver Subindex

Citibank, N.A.

Long

147.4418

110,150,652

Bloomberg Silver Subindex

Goldman Sachs International

Long

147.4418

102,094,328

Bloomberg Silver Subindex

UBS AG

Long

147.4418

111,622,760

Futures Positions as of March 31, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

May 2018

16.27

5,000

162,680

Forward Agreements as of March 31, 2018

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Citibank N.A.

Long

16.2800

142,873,824

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

16.2800

124,520,560

0.999 Fine Troy Ounce Silver

Societe Generale

Long

16.2800

53,499,972

0.999 Fine Troy Ounce Silver

UBS AG

Long

16.2800

122,665,206

The March 31, 2019 and 2018 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2019 and 2018 forward and swap notional values equal units multiplied by the forward or swap price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the ~~Commodity Funds~~futures contract, swap 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 Instrumentseach day to have $2.00 of exposure to the Index for every $1.00 of net assets. Futureperiod returns, before fees and expenses, cannot be estimated simply by estimating the ~~Commodity~~return of the Index ~~Funds’~~and multiplying by two. See “Item 1A. Risk Factors” in the Annual Report on Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to the swap or 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 VIX Short-Term Futures ETF

As of March 31, 2019 and 2018, the ProShares Ultra VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts and its holding of swap agreement linked to VIX futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2019 and 2018, which were sensitive to equity market volatility risk.


Futures Positions as of March 31, 2019
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	April 2019		28,212	$	15.23		1,000	$	429,527,700
VIX Futures (CBOE)	Long	May 2019		21,160		16.33		1,000		345,437,000

Swap Agreements as of March 31, 2019

Reference Index

Counterparty

Long or
Short

Index
Close

Notional Amount
at Value

iPath Series B S&P 500 VIX Short-Term Futures ETN iNAV Index

Goldman Sachs International

Long

29.3012

45,163,849


Futures Positions as of March 31, 2018
Long or Contract	Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Long		April 2018		10,838	$	19.78		1,000	$	214,321,450
VIX Futures (CBOE)		Long		May 2018		6,322		19.23		1,000		121,540,450

Swap Agreements as of March 31, 2018

Reference Index

Counterparty

Long or
Short

Index
Close

Notional Amount
at Value

S&P 500 VIX Short-Term Futures

Deutsche Bank AG.

Long

71.1400

23,853,609

iPath S&P 500 VIX Short-Term Futures

Goldman Sachs International

Long

48.0706

125,126,211

The March 31, 2019 and 2018 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2019 and 2018 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 ~~follows:~~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 $1.50 of exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by one and one-half. See “Item 1A. Risk Factors” in the Annual Report on Form 10-K/A 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 Yen:

As of March 31, 2019 and 2018, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2019 and 2018, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of March 31, 2019
Reference Currency	Counterparty	Long or Short	Settlement Date		Local Currency			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long		04/05/19		331,570,400			0.008972	$	2,974,942
Yen	UBS AG	Long		04/05/19		919,075,800			0.008974		8,247,490
Yen	Goldman Sachs International	Short		04/05/19		(6,849,300	)		0.008965		(61,407	)
Yen	UBS AG	Short		04/05/19		(10,542,900	)		0.009039		(95,302	)

Foreign Currency Forward Contracts as of March 31, 2018
Reference Currency	Counterparty	Long or Short	Settlement Date		Local Currency			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long		04/06/18		354,324,700			0.009400	$	3,330,780
Yen	UBS AG	Long		04/06/18		344,160,500			0.009400		3,235,234
Yen	Goldman Sachs International	Short		04/06/18		(20,860,500	)		0.009400		(196,096	)
Yen	UBS AG	Short		04/06/18		(2,809,900	)		0.009400		(26,414	)

The March 31, 2019 and 2018 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 Instrumentseach day to have $2.00 of exposure to the yen for every $1.00 of net assets. Futureperiod 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 Annual Report on Form 10-K/A 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 UltraPro 3x Crude Oil ETF

As of March 31, 2019 and 2018, the ProShares UltraPro 3x Crude Oil ETF was exposed to commodity price risk through its holding of Crude Oil futures contracts linked to the Bloomberg WTI Crude Oil Subindex^SM. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2019 and 2018, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

May 2019

6,386

60.14

1,000

384,054,040

Futures Positions as of March 31, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

May 2018

749

64.94

1,000

48,640,060

The March 31, 2019 and 2018 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional amount 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 amount, 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 $3.00 of exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by three. See “Item 1A. Risk Factors” in the Annual Report on Form 10-K/A for additional information regarding performance for periods longer than a single day.

ProShares UltraPro 3x Short Crude Oil ETF

As of March 31, 2019 and 2018, the ProShares UltraPro 3x Short Crude Oil ETF was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts linked to the Bloomberg WTI Crude Oil Subindex^SM. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2019 and 2018, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short

May 2019

848

60.14

1,000

(50,998,720

)

Futures Positions as of March 31, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short

May 2018

1,245

64.94

1,000

(80,850,300

)

The March 31, 2019 and 2018 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional amount will increase (decrease) proportionally with decreases (increases) in the price of the futures contract, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in notional amount, 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 $3.00 of short exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative three. See “Item 1A. Risk Factors” in the Annual Report on Form 10-K/A for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Australian Dollar:

As of March 31, 2019 and 2018, the ProShares UltraShort Australian Dollar Fund was exposed to inverse exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2019 and 2018, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short

June 2019

230

71.11

1,000

(16,350,700

)

Futures Positions as of March 31, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short

June 2018

184

76.76

1,000

(14,123,840

)

The March 31, 2019 and 2018 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 Instrumentseach day to have $2.00 of short exposure to the Australian dollar for every $1.00 of net assets. Futureperiod 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 Annual Report on Form 10-K/A for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Bloomberg Crude Oil:

As of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, 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, 2017~~March 31, 2019 and ~~2016,~~2018, which were sensitive to commodity price risk.


Futures Positions as of September 30, 2017

Futures Positions as of March 31, 2019													Futures Positions as of March 31, 2019
Contract	Long or Short	Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value				Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil (NYMEX)	Short		November 2017		1,894	$	51.67		1,000	$	(97,862,980	)			Short		May 2019		724	$	60.14		1,000	$	(43,541,360	)


Swap Agreements as of September 30, 2017

Swap Agreements as of March 31, 2019								Swap Agreements as of March 31, 2019
Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value				Counterparty	Long or Short		Index Close		Notional Amount at Value
Bloomberg WTI Crude Oil Subindex	Citibank, N.A.	Short	$	76.1424	$	(149,040,494	)		Citibank, N.A.		Short	$	88.8419	$	(35,382,635	)
Bloomberg WTI Crude Oil Subindex	Goldman Sachs International	Short		76.1424		(109,832,549	)		Goldman Sachs International		Short		88.8419		(25,233,443	)
Bloomberg WTI Crude Oil Subindex	Societe Generale	Short		76.1424		(12,927,229	)		Royal Bank of Canada		Short		88.8419		(12,199,190	)
Bloomberg WTI Crude Oil Subindex	UBS AG	Short		76.1424		(106,765,884	)		Societe Generale		Short		88.8419		(9,056,577	)
Bloomberg WTI Crude Oil Subindex									UBS AG		Short		88.8419		(26,259,871	)


Futures Positions as of September 30, 2016

Futures Positions as of March 31, 2018														Futures Positions as of March 31, 2018
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value				Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil (NYMEX)		Short		November 2016		2,093	$	48.24		1,000	$	(100,966,320	)			Short		May 2018		1,263	$	64.94		1,000	$	(82,019,220	)


Swap Agreements as of September 30, 2016

Swap Agreements as of March 31, 2018								Swap Agreements as of March 31, 2018
Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value				Counterparty	Long or Short		Index Close		Notional Amount at Value
Bloomberg WTI Crude Oil Subindex	Citibank, N.A.	Short	$	79.0094	$	(110,835,497	)		Citibank N.A.		Short	$	95.4541	$	(100,134,158	)
Bloomberg WTI Crude Oil Subindex	Goldman Sachs International	Short		79.0094		(78,877,241	)		Goldman Sachs International		Short		95.4541		(92,256,796	)
Bloomberg WTI Crude Oil Subindex	Societe Generale	Short		79.0094		(8,278,478	)		Societe Generale		Short		95.4541		(31,907,759	)
Bloomberg WTI Crude Oil Subindex	UBS AG	Short		79.0094		(80,182,717	)		UBS AG		Short		95.4541		(88,373,131	)

The ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. ~~The September 30, 2017~~March 31, 2019 and ~~2016~~2018 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 Instrumentseach day to have $2.00 of short exposure to the Index for every $1.00 of net assets. Futureperiod 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 Annual Report on Form 10-K/A 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 March 31, 2019 and 2018, the ProShares UltraShort Bloomberg Natural Gas Fund was exposed to inverse commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2019 and 2018, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Short

May 2019

978

2.66

10,000

(26,034,360

)

Futures Positions as of March 31, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Short

May 2018

392

2.73

10,000

(10,713,360

)

The March 31, 2019 and 2018 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 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 Instrumentseach 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. Futureperiod 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 Annual Report on 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 UltraPro 3x Short Crude Oil ETF:~~

As of September 30, 2017, the ProShares UltraPro 3x Short Crude Oil ETF 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 table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2017, which were sensitive to commodity price risk.~~

Futures Positions as of September 30, 2017
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
WTI Crude Oil (NYMEX)
   Short    November 2017    916    $ 51.67    1,000    $ (47,329,720 )

The September 30, 2017 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, 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 $3.00 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 one day.~~

~~ProShares UltraShort Bloomberg Natural Gas:~~

As of September 30, 2017 and 2016, 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, 2017 and 2016, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2017
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Natural Gas (NYMEX)
   Short    November 2017    394    $ 3.01    10,000    $ (11,847,580 )
Futures Positions as of September 30, 2016
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Natural Gas (NYMEX)
   Short    November 2016    437    $ 2.91    10,000    $ (12,699,220 )

The September 30, 2017 and 2016 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 Form10-K~~ ~~for additional information regarding performance for periods longer than a single day.~~

~~ProShares UltraShort Gold:~~

As of September 30, 2017 and 2016, 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, 2017 and 2016, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2017
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Gold Futures (COMEX)
   Short    December 2017    2    $ 1,284.80    100    $ (256,960 )

Forward Agreements as of September 30, 2017
Reference Index
   Counterparty    Long or
Short    Valuation
Price    Notional Amount
at Value
0.995 Fine Troy Ounce Gold
   Citibank, N.A.    Short    $ 1,283.43    $ (20,663,223 )
0.995 Fine Troy Ounce Gold
   Goldman Sachs International    Short    1,283.41    (21,687,062 )
0.995 Fine Troy Ounce Gold
   Societe Generale    Short    1,283.41    (6,160,368 )
0.995 Fine Troy Ounce Gold
   UBS AG    Short    1,283.41    (22,138,823 )

Futures Positions as of September 30, 2016
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Gold Futures (COMEX)
   Short    December 2016    2    $ 1,317.10    100    $ (263,420 )

Forward Agreements as of September 30, 2016
Reference Index
   Counterparty    Long or
Short    Valuation
Price    Notional Amount
at Value
0.995 Fine Troy Ounce Gold
   Citibank, N.A.    Short    $ 1,322.72    $ (29,893,472 )
0.995 Fine Troy Ounce Gold
   Deutsche Bank AG    Short    1,322.80    (73,018,560 )
0.995 Fine Troy Ounce Gold
   Goldman Sachs International    Short    1,322.70    (21,689,635 )
0.995 Fine Troy Ounce Gold
   Societe Generale    Short    1,322.71    (5,290,840 )
0.995 Fine Troy Ounce Gold
   UBS AG    Short    1,322.71    (22,552,206 )

The September 30, 2017 and 2016 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2017 and 2016 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 Form10-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, 2017 and 2016, 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, 2017 and 2016, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2017
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Silver Futures (COMEX)
   Short    December 2017    2    $ 16.68    5,000    $ (166,760 )

Forward Agreements as of September 30, 2017
Reference Index
   Counterparty    Long or
Short    Valuation
Price    Notional Amount
at Value
0.999 Fine Troy Ounce Silver
   Citybank, N.A.    Short    $ 16.8646    $ (16,071,964 )
0.999 Fine Troy Ounce Silver
   Goldman Sachs International    Short    16.8644    (13,263,851 )
0.999 Fine Troy Ounce Silver
   Societe Generale    Short    16.8645    (2,630,862 )
0.999 Fine Troy Ounce Silver
   UBS AG    Short    16.8644    (13,727,622 )

Futures Positions as of September 30, 2016
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Silver Futures (COMEX)
   Short    December 2016    2    $ 19.21    5,000    $ (192,140 )

Forward Agreements as of September 30, 2016
Reference Index
   Counterparty    Long or
Short    Valuation
Price    Notional Amount
at Value
0.999 Fine Troy Ounce Silver
   Citibank, N.A.    Short    $ 19.3535    $ (11,979,817 )
0.999 Fine Troy Ounce Silver
   Deutsche Bank AG    Short    19.3551    (41,536,045 )
0.999 Fine Troy Ounce Silver
   Goldman Sachs International    Short    19.3535    (12,976,522 )
0.999 Fine Troy Ounce Silver
   Societe Generale    Short    19.3537    (3,019,177 )
0.999 Fine Troy Ounce Silver
   UBS AG    Short    19.3535    (9,463,862 )

The September 30, 2017 and 2016 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2017 and 2016 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 Form10-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, 2017 and 2016, each of the Currency Fund’s positions were as follows:

~~ProShares Short Euro:~~

As of September 30, 2017 and 2016, 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, 2017 and 2016, which were sensitive to exchange rate price risk.

Futures Positions as of September 30, 2017
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional
Amount at Value
Euro Fx Currency Futures (CME)
   Short    December 2017    55    $ 1.19    125,000    $ (8,156,844 )
Futures Positions as of September 30, 2016
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional
Amount at Value
Euro Fx Currency Futures (CME)
   Short    December 2016    105    $ 1.13    125,000    $ (14,801,063 )

The September 30, 2017 and 2016 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 Form10-K~~ ~~for additional information regarding performance for periods longer than a single day.~~

~~ProShares UltraShort Australian Dollar:~~

As of September 30, 2017 and 2016, 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, 2017 and 2016, which were sensitive to exchange rate price risk.

Futures Positions as of September 30, 2017
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional
Amount at Value
Australian Dollar Fx Currency Futures (CME)
   Short    December 2017    232    $ 78.36    1,000    $ (18,179,520 )

Futures Positions as of September 30, 2016
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional
Amount at Value
Australian Dollar Fx Currency Futures (CME)
   Short    December 2016    456    $ 76.49    1,000    $ (34,879,440 )

The September 30, 2017 and 2016 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~~ 10-K/A for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Euro:

As of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, 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, 2017~~March 31, 2019 and ~~2016,~~2018, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of September 30, 2017

Foreign Currency Forward Contracts as of March 31, 2019													Foreign Currency Forward Contracts as of March 31, 2019
Reference Currency	Counterparty	Long or Short	Settlement Date		Euro			Forward Rate		Market Value USD				Counterparty	Long or Short		Settlement Date		Local Currency			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		10/06/17		3,175,800			1.1821	$	3,754,078			UBS AG		Long		04/05/19		15,539,500			1.1359	$	17,651,954
Euro	UBS AG	Long		10/06/17		35,067,900			1.1821		41,453,378			Goldman Sachs International		Short		04/05/19		(137,164,125	)		1.1328		(155,384,230	)
Euro	Goldman Sachs International	Short		10/06/17		(194,781,925	)		1.1821		(230,249,569	)		UBS AG		Short		04/05/19		(147,662,400	)		1.1333		(167,351,047	)
Euro	UBS AG	Short		10/06/17		(226,747,400	)		1.1821		(268,035,604	)

Foreign Currency Forward Contracts as of September 30, 2016

Reference Currency	Counterparty	Long or Short	Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		10/07/16		11,861,500			1.1236	$	13,327,034
Euro	UBS AG	Long		10/07/16		18,134,300			1.1236		20,374,863
Euro	Goldman Sachs International	Short		10/07/16		(344,672,125	)		1.1236		(387,257,692	)
Euro	UBS AG	Short		10/07/16		(345,543,400	)		1.1236		(388,236,616	)


Foreign Currency Forward Contracts as of March 31, 2018
Reference Currency	Counterparty	Long or Short		Settlement Date		Local Currency			Forward Rate		Market Value USD
Euro	Goldman Sachs International		Long		04/06/18		20,692,400			1.2306	$	25,464,498
Euro	UBS AG		Long		04/06/18		8,138,700			1.2306		10,015,654
Euro	Goldman Sachs International		Short		04/06/18		(160,609,525	)		1.2306		(197,649,422	)
Euro	UBS AG		Short		04/06/18		(173,574,200	)		1.2306		(213,604,021	)

The ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 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 Instrumentseach 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. Futureperiod 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 Annual Report on Form~~10-K~~ 10-K/A for additional information regarding performance for periods longer than a single ~~day.~~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 segregatedtri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Gold:

As of March 31, 2019 and 2018, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts, Gold forward agreements, and swap agreements linked to the Bloomberg Gold Subindex^SM. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2019 and 2018, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Short

June 2019

1,298.50

100

(6,752,200

)


Swap Agreements as of March 31, 2019
Reference Index	Counterparty	Long or Short		Index Close		Notional Amount at Value
Bloomberg Gold Subindex	Citibank, N.A.		Short	$	151.6031	$	(12,577,645	)
Bloomberg Gold Subindex	Goldman Sachs International		Short		151.6031		(10,781,376	)
Bloomberg Gold Subindex	UBS AG		Short		151.6031		(12,927,675	)

Futures Positions as of March 31, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Gold Futures (COMEX)

Short

June 2018

1,327.30

100

(265,460

)


Forward Agreements as of March 31, 2018
Reference Index	Counterparty	Long or Short		Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Citibank N.A		Short	$	1,324.74	$	(21,328,314	)
0.995 Fine Troy Ounce Gold	Goldman Sachs International		Short		1,324.68		(17,483,127	)
0.995 Fine Troy Ounce Gold	Societe Generale		Short		1,324.71		(6,358,608	)
0.995 Fine Troy Ounce Gold	UBS AG		Short		1,324.62		(14,637,051	)

in the price of the futures contract, swap 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 Instrumentseach day to have $2.00 of short exposure to the Index for every $1.00 of net assets. Futureperiod 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 Annual Report on Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to the swap or forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Silver:

As of March 31, 2019 and 2018, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts, Silver forward agreements, and swap agreements linked to the Bloomberg Silver Subindex^SM. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2019 and 2018, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Short

May 2019

152

15.11

5,000

(11,483,600

)


Swap Agreements as of March 31, 2019
Reference Index	Counterparty	Long or Short		Index Close		Notional Amount at Value
Bloomberg Silver Subindex	Citibank, N.A.		Short	$	147.4418	$	(15,412,788	)
Bloomberg Silver Subindex	Goldman Sachs International		Short		147.4418		(6,552,316	)
Bloomberg Silver Subindex	UBS AG		Short		147.4418		(7,024,143	)

Futures Positions as of March 31, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Silver Futures (COMEX)

Short

May 2018

16.27

5,000

(162,680

)


Forward Agreements as of March 31, 2018
Reference Index	Counterparty	Long or Short		Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Citibank N.A.		Short	$	16.2800	$	(17,382,710	)
0.999 Fine Troy Ounce Silver	Goldman Sachs International		Short		16.2800		(10,140,774	)
0.999 Fine Troy Ounce Silver	Societe Generale		Short		16.2800		(2,541,412	)
0.999 Fine Troy Ounce Silver	UBS AG		Short		16.2800		(11,647,493	)

The March 31, 2019 and 2018 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2019 and 2018 short forward and swap notional values equal units multiplied by the forward or swap price. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract, swap 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 Instrumentseach day to have $2.00 of short exposure to the Index for every $1.00 of net assets. Futureperiod 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 Annual Report on Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to the swap or 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 Yen:

As of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, 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, 2017~~March 31, 2019 and ~~2016,~~2018, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of September 30, 2017

Foreign Currency Forward Contracts as of March 31, 2019													Foreign Currency Forward Contracts as of March 31, 2019
Reference Currency	Counterparty	Long or Short	Settlement Date		Yen			Forward Rate		Market Value USD				Counterparty	Long or Short		Settlement Date		Local Currency			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long		10/06/17		571,833,200			0.008888	$	5,082,606			Goldman Sachs International		Long		04/05/19		267,445,500			0.009104	$	2,434,696
Yen	UBS AG	Long		10/06/17		2,539,647,800			0.008888		22,573,065			UBS AG		Long		04/05/19		1,377,801,600			0.009029		12,439,969
Yen	Goldman Sachs International	Short		10/06/17		(17,548,070,400	)		0.008888		(155,971,917	)		Goldman Sachs International		Short		04/05/19		(5,970,616,200	)		0.008969		(53,551,523	)
Yen	UBS AG	Short		10/06/17		(18,981,034,100	)		0.008888		(168,708,480	)		UBS AG		Short		04/05/19		(6,667,953,100	)		0.008976		(59,848,902	)

Foreign Currency Forward Contracts as of September 30, 2016

Reference Currency	Counterparty	Long or Short	Settlement Date		Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long		10/07/16		812,107,700			0.009863	$	8,009,961
Yen	UBS AG	Long		10/07/16		4,484,904,300			0.009863		44,235,400
Yen	Goldman Sachs International	Short		10/07/16		(27,401,188,900	)		0.009863		(270,262,747	)
Yen	UBS AG	Short		10/07/16		(31,384,937,700	)		0.009863		(309,555,163	)


Foreign Currency Forward Contracts as of March 31, 2018
	Counterparty	Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International		Long		04/06/18		1,468,052,600			0.009400	$	13,800,227
Yen	UBS AG		Long		04/06/18		85,158,000			0.009400		800,516
Yen	Goldman Sachs International		Short		04/06/18		(10,732,727,200	)		0.009400		(100,891,531	)
Yen	UBS AG		Short		04/06/18		(9,404,092,000	)		0.009400		(88,401,878	)

The ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 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 Instrumentseach 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. Futureperiod returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the yen and multiplying by negative ~~two~~two. See “Item 1A. Risk Factors” in the Annual Report on Form~~10-K~~ 10-K/A 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 segregatedtri-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, 2017 and 2016, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares ~~Ultra Bloomberg Crude Oil:~~VIX Mid-Term Futures ETF

As of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, the ProShares ~~Ultra Bloomberg Crude Oil~~VIX Mid-Term Futures ETF Fund was exposed to ~~commodity price~~equity market volatility risk through its holding of ~~Crude Oil~~VIX futures ~~contracts and its holding of swap agreements linked to the Bloomberg WTI Crude Oil Subindex~~^SM.contracts. The following ~~tables provide~~table provides information about the Fund’s positions in ~~these Financial Instruments~~VIX futures contracts as of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, which were sensitive to ~~commodity price~~equity market volatility risk.


Futures Positions as of March 31, 2019
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	July 2019		570	$	16.93		1,000	$	9,647,250
VIX Futures (CBOE)	Long	August 2019		997		17.03		1,000		16,973,925
VIX Futures (CBOE)	Long	September 2019		997		17.18		1,000		17,123,475
VIX Futures (CBOE)	Long	October 2019		427		17.25		1,000		7,365,750

Futures Positions as of September 30, 2017
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
WTI Crude Oil (NYMEX)
   Long    November 2017    5,855    $ 51.67    1,000    $ 302,527,850

Swap Agreements as of September 30, 2017
Reference Index
   Counterparty    Long or
Short    Index Close    Notional
Amount at
Value
Bloomberg WTI Crude Oil Subindex
   Citibank, N.A.    Long    $ 76.1424    $ 332,458,695
Bloomberg WTI Crude Oil Subindex
   Goldman Sachs International    Long    76.1424    242,703,814
Bloomberg WTI Crude Oil Subindex
   Societe Generale    Long    76.1424    115,090,880
Bloomberg WTI Crude Oil Subindex
   UBS AG    Long    76.1424    251,436,908

Futures Positions as of September 30, 2016
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
WTI Crude Oil (NYMEX)
   Long    November 2016    8,345    $ 48.24    1,000    $ 402,562,800

Swap Agreements as of September 30, 2016
Reference Index
   Counterparty    Long or
Short    Index
Close    Notional
Amount at
Value
Bloomberg WTI Crude Oil Subindex
   Citibank, N.A.    Long    $ 79.0094    $ 566,152,847
Bloomberg WTI Crude Oil Subindex
   Goldman Sachs International    Long    79.0094    454,062,414
Bloomberg WTI Crude Oil Subindex
   Societe Generale    Long    79.0094    100,430,739
Bloomberg WTI Crude Oil Subindex
   UBS AG    Long    79.0094    436,225,560


Futures Positions as of March 31, 2018
Contract	Long or Short		Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Long	July 2018		276	$	19.00		1,000	$	5,244,000
VIX Futures (CBOE)		Long	August 2018		438		18.88		1,000		8,267,250
VIX Futures (CBOE)		Long	September 2018		438		19.03		1,000		8,332,950
VIX Futures (CBOE)		Long	October 2018		161		19.30		1,000		3,107,300

The ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The ~~September 30, 2017 and 2016 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.~~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 Instrumentseach dayto ~~have $2.00 of exposure to~~match 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~~performance of the ~~Index and multiplying by two See “Item 1A. Risk Factors” in the Form10-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 UltraPro 3x Crude Oil ETF:~~

As of September 30, 2017, the ProShares UltraPro 3x Crude Oil ETF 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 table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2017, which were sensitive to commodity price risk.~~

The September 30, 2017 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional amount 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 amount, 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 $3.00 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.Index. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the ~~Index and multiplying by two.~~Index. See “Item 1A. Risk Factors” in the Annual Report on Form~~10-K~~ 10-K/A for additional information regarding performance for periods longer than ~~one~~a single day.

ProShares ~~Ultra Bloomberg Natural Gas:~~VIX Short-Term Futures ETF

As of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, the ProShares ~~Ultra Bloomberg Natural Gas~~VIX Short-Term Futures ETF Fund was exposed to ~~commodity price~~equity market volatility risk through its holding of ~~Natural Gas~~VIX futures contracts. The following tables provide information about the Fund’s positions in ~~these Financial Instruments~~VIX futures contracts as of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, which were sensitive to ~~commodity price~~equity market volatility risk.

Futures Positions as of September 30, 2017
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Natural Gas (NYMEX)
   Long    November 2017    3,396    $ 3.01    10,000    $ 102,117,720
Futures Positions as of September 30, 2016
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Natural Gas (NYMEX)
   Long    November 2016    2,185    $ 2.91    10,000    $ 63,496,100


Futures Positions as of March 31, 2019
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Long		April 2019		7,408	$	15.23		1,000	$	112,786,800
VIX Futures (CBOE)		Long		May 2019		5,556		16.33		1,000		90,701,700


Futures Positions as of March 31, 2018
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Long		April 2018		3,627	$	19.78		1,000	$	71,723,925
VIX Futures (CBOE)		Long		May 2018		2,115		19.23		1,000		40,660,875

The ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 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.~~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 Instrumentseach dayto ~~have $2.00~~match the performance 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.Index. Futureperiod returns, before fees and expenses, cannot be estimated simply by estimating the return of the ~~Index and multiplying by two.~~Index. See “Item 1A. Risk Factors” in the Annual Report on Form~~10-K~~ 10-K/A for additional information regarding performance for periods longer than a single day.

~~ProShares Ultra Gold:~~

As of September 30, 2017 and 2016, 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, 2017 and 2016, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2017
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Gold Futures (COMEX)
   Long    December 2017    2    $ 1,284.80    100    $ 256,960

Forward Agreements as of September 30, 2017
Reference Index
   Counterparty    Long or
Short    Valuation
Price    Notional Amount
at Value
0.995 Fine Troy Ounce Gold
   Citibank, N.A.    Long    $ 1,283.43    $ 56,984,292
0.995 Fine Troy Ounce Gold
   Goldman Sachs International    Long    1,283.41    48,923,589
0.995 Fine Troy Ounce Gold
   Societe Generale    Long    1,283.41    23,101,380
0.995 Fine Troy Ounce Gold
   UBS AG    Long    1,283.41    49,924,649

Futures Positions as of September 30, 2016
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Gold Futures (COMEX)
   Long    December 2016    2    $ 1,317.10    100    $ 263,420

Forward Agreements as of September 30, 2016
Reference Index
   Counterparty    Long or
Short    Valuation
Price    Notional Amount
at Value
0.995 Fine Troy Ounce Gold
   Citibank, N.A.    Long    $ 1,322.72    $ 55,818,784
0.995 Fine Troy Ounce Gold
   Deutsche Bank AG    Long    1,322.80    42,461,880
0.995 Fine Troy Ounce Gold
   Goldman Sachs International    Long    1,322.70    48,305,004
0.995 Fine Troy Ounce Gold
   Societe Generale    Long    1,322.71    20,369,734
0.995 Fine Troy Ounce Gold
   UBS AG    Long    1,322.71    32,670,937

The September 30, 2017 and 2016 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2017 and 2016 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~~periodreturns, 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 Form10-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, 2017 and 2016, 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, 2017 and 2016, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2017
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Silver Futures (COMEX)
   Long    December 2017    2    $ 16.68    5,000    $ 166,760

Forward Agreements as of September 30, 2017
Reference Index
   Counterparty    Long or
Short    Valuation
Price    Notional Amount
at Value
0.999 Fine Troy Ounce Silver
   Citibank, N.A.    Long    $ 16.8646    $ 161,967,618
0.999 Fine Troy Ounce Silver
   Goldman Sachs International    Long    16.8644    131,471,490
0.999 Fine Troy Ounce Silver
   Societe Generale    Long    16.8645    63,815,268
0.999 Fine Troy Ounce Silver
   UBS AG    Long    16.8644    132,149,438

Futures Positions as of September 30, 2016
Contract
   Long or
Short    Expiration    Contracts    Valuation
Price    Contract
Multiplier    Notional Amount
at Value
Silver Futures (COMEX)
   Long    December 2016    2    $ 19.21    5,000    $ 192,140

Forward Agreements as of September 30, 2016
Reference Index
   Counterparty    Long or
Short    Valuation
Price    Notional Amount
at Value
0.999 Fine Troy Ounce Silver
   Citibank, N.A.    Long    $ 19.3535    $ 216,797,907
0.999 Fine Troy Ounce Silver
   Deutsche Bank AG    Long    19.3551    110,726,656
0.999 Fine Troy Ounce Silver
   Goldman Sachs International    Long    19.3535    188,634,694
0.999 Fine Troy Ounce Silver
   Societe Generale    Long    19.3537    67,428,291
0.999 Fine Troy Ounce Silver
   UBS AG    Long    19.3535    160,692,111

The September 30, 2017 and 2016 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2017 and 2016 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 Form10-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~~

~~ProShares Ultra Euro:~~

As of September 30, 2017 and 2016, 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, 2017 and 2016, which were sensitive to exchange rate price risk.

~~Foreign Currency Forward Contracts as of September 30, 2017~~

Reference
Currency

Counterparty
   Long or
Short    Settlement
Date    Euro Forward
Rate    Market Value
USD
Euro
   Goldman Sachs International    Long    10/06/17    11,961,025 1.1821    $ 14,138,996
Euro
   UBS AG    Long    10/06/17    17,574,000 1.1821    20,774,032
Euro
   Goldman Sachs International    Short    10/06/17    (1,663,500 ) 1.1821    (1,966,405 )
Euro
   UBS AG    Short    10/06/17    (4,680,700 ) 1.1821    (5,533,004 )

~~Foreign Currency Forward Contracts as of September 30, 2016~~

Reference
Currency

Counterparty
   Long or
Short    Settlement
Date    Euro Forward
Rate    Market Value
USD
Euro
   Goldman Sachs International    Long    10/07/16    9,020,825 1.1236    $ 10,135,383
Euro
   UBS AG    Long    10/07/16    8,385,200 1.1236    9,421,224
Euro
   UBS AG    Short    10/07/16    (169,500 ) 1.1236    (190,442 )

~~The September 30, 2017 and 2016 USD market value equals the number of euros multiplied by the forward rate.~~

These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments~~each day~~ to have $2.00 of exposure to the euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future~~period~~ ~~returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the euro and multiplying by two. See “Item 1A. Risk Factors” in the Form10-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, 2017 and 2016, 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, 2017 and 2016, which were sensitive to exchange rate price risk.

~~Foreign Currency Forward Contracts as of September 30, 2017~~

Reference Currency

Counterparty
   Long or
Short    Settlement
Date    Yen Forward
Rate    Market Value
USD
Yen
   Goldman Sachs International    Long    10/06/17    735,730,100 0.008888    $ 6,539,365
Yen
   UBS AG    Long    10/06/17    652,357,100 0.008888    5,798,323
Yen
   Goldman Sachs International    Short    10/06/17    (23,286,700 ) 0.008888    (206,978 )
Yen
   UBS AG    Short    10/06/17    (57,172,300 ) 0.008888    (508,163 )

~~Foreign Currency Forward Contracts as of September 30, 2016~~

Reference Currency

Counterparty
   Long or
Short    Settlement
Date    Yen Forward
Rate    Market Value
USD
Yen
   Goldman Sachs International    Long    10/07/16    1,029,857,000 0.009863    $ 10,157,661
Yen
   UBS AG    Long    10/07/16    524,705,100 0.009863    5,175,259
Yen
   Goldman Sachs International    Short    10/07/16    (34,119,100 ) 0.009863    (336,523 )
Yen
   UBS AG    Short    10/07/16    (11,065,500 ) 0.009863    (109,141 )

The September 30, 2017 and 2016 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 Form10-K~~ for additional information regarding performance for periods longer than a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated~~tri-party~~ ~~accounts at the Fund’s custodian bank.~~

Qualitative Disclosure

As described ~~above~~ in Item 27 in ~~this Quarterly~~the Annual Report on Form~~10-Q,~~ 10-K/A, 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~~before fees and ~~expenses)~~expenses, that correspond to one-half the inverse (-0.5x) or the inverse (-1x) of the daily performance of its corresponding benchmark. Each UltraShort Fund seeks daily investment results, ~~(before~~before fees and ~~expenses)~~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~~before fees and ~~expenses)~~expenses, that correspond to one and one half times (1.5x) or two times (2x) the daily performance of its corresponding benchmark. Each UltraPro Short Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of daily performance of its corresponding benchmark. Each UltraPro Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results, ~~(before~~before fees and ~~expenses), both over a single day and over time,~~expenses, 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. Futureperiod returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by negative three, negative two, negative one, negative one-half, one, one and one-half, two or ~~negative two. Each Matching VIX Fund seek investment results (before fees and expenses), both over a single day and over time, that match the performance of a benchmark.~~three. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. See “Item 1A. Risk Factors” in the Annual Report on Form~~10-K~~ 10-K/A for additional information regarding performance for periods longer than a single day. ~~The Matching VIX Funds seek to achieve their stated investment 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~~long 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 itssub-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~~strategies and other factors, could ultimately lead to a loss of all or substantially all of investors’ capital.

As described ~~above~~ in Item 27 in ~~this Quarterly~~the Annual Report on Form~~10-Q,~~ 10-K/A, 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 Annual Report on Form~~10-K,~~ 10-K/A, 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 Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying 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, thetwo-day period return for a theoreticaltwo-times fund would be equal to a (1.2*0.8) *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 Annual Report on Form~~10-K,~~ 10-K/A, 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 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.

Equity Market Volatility Sensitivity

As further described in “Item 1A. Risk Factors” in the Annual Report on Form~~10-K,~~ 10-K/A, 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( (-0.5x, -1x,-2x, ~~or 2x)~~ -3x, 1.5x, 2x, 3x), 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 27 of ~~this Quarterly~~the Annual Report on Form~~10-Q,~~ 10-K/A, 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 portfoliore-positioning are create/redeem activity and index rebalances.

For Geared Funds, the impact of the index’s movements ~~during the~~each day also affects whether the Fund’s portfolio needs to be~~re-positioned.~~ rebalanced. For example, if the index for an Ultra Fund or UltraPro 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 or UltraPro Fund should fall. As a result, the Fund’s long exposure will generally need to be decreased. Net assets for Short Funds, UltraShort Funds or ~~UltraShort~~UltraPro Short 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, or UltraPro Short 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 aboth non-interest bearing and interest bearing demand deposit ~~account.~~accounts. The Funds may also invest a portion of this cash in cash equivalents (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities).

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rule13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of December 31, ~~2016,~~2018, 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, 2017~~March 31, 2019 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 Form10-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.

Part IIII. OTHER INFORMATION

Item 1. Legal Proceedings.

~~None~~The Sponsor and the Trust are named as defendants in the following purported class action lawsuits filed in the United States District Court for the Southern District of New York on the following dates: (i) on January 29, 2019 and captioned Ford v. ProShares Trust II et al.; (ii) on February 27, 2019 and captioned Bittner v. ProShares Trust II, et al.; and (iii) on March 1, 2019 and captioned Mareno v. ProShares Trust II, et al. The allegations in the complaints are substantially the same, namely that the defendants violated Sections 11 and 15 of the 1933 Act and Sections 10(b) and 20(a) and Rule 10b-5 of the 1934 Act by issuing untrue statements of material fact and omitting material facts in the prospectus for ProShares Short VIX Short-Term Futures ETF, and allegedly failing to state other facts necessary to make the statements made not misleading. Certain Principals of the Sponsor and Officers of the Trust are also defendants in the actions, along with a number of others. On April 29, 2019, the Court entered an order consolidating the three suits into a single action captionedIn re ProShares Trust II Securities Litigation, and requiring that the lead plaintiff file an amended consolidated complaint by June 21, 2019. Counsel for the Trust believes the complaints are without merit and that the lawsuits will not adversely impact the operation of the Trust, ProShares Short VIX Short-Term Futures ETF, or any of its other Funds. The Trust and the Sponsor intend to vigorously defend against these lawsuits. The Trust and the Sponsor cannot predict the outcome of these lawsuits. Accordingly, no loss contingency has been recorded in the Statement of Financial Condition and the amount of loss, if any, cannot be reasonably estimated at this time. ProShares Short VIX Short-Term Futures ETF may incur expenses in defending against such lawsuits.

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~~ 10-K/A for the year ended December 31, ~~2016,~~2018, filed on March ~~1, 2017.~~25, 2019.

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

~~a) None.~~

~~b) The Trust initially registered Shares on its Registration Statement on FormS-1~~ ~~(FileNo. 333-146801),~~ ~~which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on FormS-1~~ ~~(FileNo. 333-156888),~~ which was declared effective on February 13, 2009. The Trust terminated these two offerings before the sale of all registered Shares and reallocated the remaining amount of the registered Shares among the Funds listed on its Registration Statement on Form~~S-3~~ ~~(FileNo. 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 FormS-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 FormS-1~~ ~~(FileNo. 333-178707),~~ ~~which became effective on June 25, 2012. On June 26, 2012, a post-effective amendment to the Registration Statement on FormS-3~~ ~~(FileNo. 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~~ ~~(FileNo. 333-176878),~~ ~~which was also declared effective on June 26, 2012. On September 24, 2012, a Registration Statement on FormS-1~~ ~~(FileNo. 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 FormS-1~~ ~~(FileNo. 333-176878).~~ ~~On September 27, 2012, a Registration Statement on FormS-3~~ ~~(FileNo. 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~~ ~~(FileNo. 333-163511).~~ ~~On September 28, 2012, a post-effective amendment to a Registration Statement on FormS-1~~ ~~(FileNo. 333-178707)~~ ~~was declared effective, terminating the proposed offerings of several unlaunched currency funds. On January 30, 2013, a Registration Statement on FormS-1~~ ~~(FileNo. 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~~ ~~and333-178707).~~ ~~Also, on January 30, 2013, a Registration Statement on FormS-3~~ ~~(FileNo. 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 (FileNo. 333-193672)~~ ~~and FormS-3~~ ~~Registration Statement (FileNo. 333-183674).~~ ~~On April 24, 2013, a post-effective amendment to the FormS-1~~ ~~Registration Statement (FileNo. 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~~ ~~(FileNo. 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 FormS-3~~ ~~(FileNo. 333-185289).~~ ~~On May 21, 2013, a Registration Statement on FormS-1~~ ~~(File333-188215)~~ was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Natural Gas, ProShares UltraShort Bloomberg Natural Gas, ProShares Short VIX Short-Term Futures ETF and ProShares VIX~~Mid-Term~~ ~~Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the FormS-1~~ ~~(FileNo. 333-185288).~~ ~~On July 30, 2013, a Registration Statement on FormS-3~~ ~~(FileNo. 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~~ ~~(FileNo. 333-187820).~~ ~~On May 6, 2014, a post-effective amendment to the FormS-1~~ ~~Registration Statement (FileNo. 333-188215)~~ ~~was declared effective, updating the FormS-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~~ ~~(FileNo. 333-196884)~~ ~~was declared effective, which partially terminated registered and unissued Shares of ProShares VIXMid-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 posteffective amendment to two Form~~S-1~~ ~~registration statements (File Nos.333-188215~~ ~~and333-185288).~~ ~~On July 30, 2014, a Registration Statement on FormS-3~~ ~~(FileNo. 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~~ ~~(FileNo. 333-189967).~~ ~~Through the July 30, 2014 filings, ProShares Short VIX Short-Term Futures ETF was transferred from the FormS-1~~ ~~to the FormS-3.~~ ~~On September 29, 2014, a Registration Statement on FormS-1~~ ~~(FileNo. 333-198189)~~ ~~was declared effective, which registered a new offering of the Managed Futures Fund and acted as a post-effective amendment to the FormS-1~~ ~~Registration Statement (FileNo. 333-196884).~~ ~~On November 25, 2014, a Registration Statement on FormS-1~~ ~~(FileNo. 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 (FileNo. 333-198189)~~ ~~and the FormS-3~~ ~~registration statement(333-196885).~~ ~~On November 25, 2014, a Registration Statement on FormS-3~~ ~~(FileNo. 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~~ ~~(FileNo. 333-196885).~~ ~~Through the November 25, 2014 filings, ProShares UltraShort Silver was transferred from the FormS-3~~ ~~to the FormS-1.~~ ~~On March 31, 2015, a Registration Statement on FormS-1~~ ~~(FileNo. 333-202724)~~ ~~was declared effective, which registered additional Shares for ProShares VIXMid-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 (FileNo. 333-199642).~~ ~~On March 31, 2015, a Registration Statement on FormS-3~~ ~~(FileNo. 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~~ ~~(FileNo. 333-199641).~~ ~~On August 11, 2015, a Registration Statement on FormS-1~~ ~~(FileNo. 333-202724)~~ ~~was declared effective which removed ProShares Ultra Australian Dollar from the FormS-1;~~ ~~no additional Shares were registered with that filing. That registration statement was a combined prospectus and acted as apre-effective~~ ~~amendment to post-effective amendment No. 1 of the FormS-1.~~ ~~On March 30, 2016, Post-Effective Amendment No. 1 to the Registration Statement on FormS-3~~ ~~(FileNo. 333-202725)~~ was declared effective, which removed from registration all of the Shares that remained unsold thereunder as of the close of business on March 30, 2016. On March 30, 2016, a Registration Statement on Form~~S-3~~ ~~(FileNo. 333-210024)~~ ~~was 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, ProShares VIX Short Term Futures ETF. On March 1, 2017, a Registration Statement on Form~~S-3~~ ~~(FileNo. 333-215930)~~ ~~was declared effective which removed ProShares UltraShort Gold from the Registration Statement on FormS-3~~ ~~(FileNo. 333-213918);~~ ~~no additional Shares for any Fund were registered with that filing. On March 1, 2017, a Registration Statement on FormS-1~~ ~~(FileNo. 333-215929)~~ ~~was declared effective which registered Shares for ProShares UltraShort Gold that were previously registered on the Registration Statement on FormS-3~~ ~~(FileNo. 333-213918).~~ ~~Through the two March 1, 2017 filings, ProShares UltraShort Gold was transferred from the FormS-3~~ ~~to a FormS-1.~~ ~~On March 22, 2017, a Registration Statement on FormS-1~~ ~~(FileNo. 333-214904)~~ was declared effective which registered Shares for ProShares UltraPro Bloomberg Crude Oil and ProShares UltraPro Short Bloomberg Crude Oil. On June 30, 2017, the Trust had four effective registration statements outstanding: (1) a Form~~S-1~~ ~~Registration Statement (No.333-215929);~~ ~~(2) a FormS-1~~ ~~Registration Statement (No.333-214904);~~ ~~(3) a FormS-1~~ ~~Registration Statement (No.333-202724);~~ ~~and (4) a FormS-3~~ ~~Registration Statement (No.333-215930).~~

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. 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, 2017    Shares Sold For the
Three Months Ended
September 30, 2017    Sale Price of Shares
Sold For the
Three Months Ended
September 30, 2017
ProShares VIX Short-Term Futures ETF Common Units of Beneficial Interest
   1,878,742,424    3,106,250    $ 119,114,643
ProShares VIXMid-Term Futures ETF Common Units of Beneficial Interest
   555,231,376    675,000    18,111,394
ProShares Short VIX Short-Term Futures ETF Common Units of Beneficial Interest
   9,178,056,779    17,750,000    1,373,345,679
ProShares Ultra VIX Short-Term Futures ETF Common Units of Beneficial Interest
   10,862,875,118    33,400,000    988,812,355
ProShares UltraShort Bloomberg Crude Oil Common Units of Beneficial Interest
   2,167,514,328    5,400,000    201,007,302
ProShares UltraPro 3X Short Crude Oil ETF Common Units of Beneficial Interest
   1,020,000,000    700,000    14,228,859
ProShares UltraShort Bloomberg Natural Gas Common Units of Beneficial Interest
   344,275,705    150,000    4,692,571
ProShares UltraShort Gold Common Units of Beneficial Interest
   312,159,711    50,000    3,415,569
ProShares UltraShort Silver Common Units of Beneficial Interest
   1,950,297,178    200,000    5,866,605
ProShares Short Euro Common Units of Beneficial Interest
   153,418,934    —      —
ProShares UltraShort Australian Dollar Common Units of Beneficial Interest
   172,771,084    —      —
ProShares UltraShort Euro Common Units of Beneficial Interest
   1,916,296,347    1,350,000    29,240,662
ProShares UltraShort Yen Common Units of Beneficial Interest
   951,478,689    150,000    11,021,193
ProShares Ultra Bloomberg Crude Oil Common Units of Beneficial Interest
   5,508,543,310    4,400,000    65,521,323
ProShares UltraPro 3X Crude Oil ETF Common Units of Beneficial Interest
   1,020,000,000    250,000    4,957,138
ProShares Ultra Bloomberg Natural Gas Common Units of Beneficial Interest
   427,459,640    2,600,000    22,195,648
ProShares Ultra Gold Common Units of Beneficial Interest
   328,071,127    50,000    1,958,848
ProShares Ultra Silver Common Units of Beneficial Interest
   1,388,553,846    300,000    9,317,745
ProShares Ultra Euro Common Units of Beneficial Interest
   119,594,796    450,000    7,734,814
ProShares Ultra Yen Common Units of Beneficial Interest
   138,726,333    —      $ —
Total:
   $ 40,394,066,725

~~(b) From July 1, 2017 through September 30, 2017, 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 VIX Short-Term Futures ETF*

07/01/17 to 07/31/17
   151,046    $ 39.08
08/01/17 to 08/31/17
   775,000    $ 45.45
09/01/17 to 09/30/17
   100,000    $ 39.51
ProShares VIXMid-Term Futures ETF

07/01/17 to 07/31/17
   —      $ —
08/01/17 to 08/31/17
   —      $ —
09/01/17 to 09/30/17
   —      $ —
ProShares Short VIX Short-Term Futures ETF*

07/01/17 to 07/31/17
   6,350,000    $ 86.46
08/01/17 to 08/31/17
   2,200,000    $ 75.67
09/01/17 to 09/30/17
   8,000,000    $ 87.22
ProShares Ultra VIX Short-Term Futures ETF*

07/01/17 to 07/31/17
   2,354,714    $ 31.97
08/01/17 to 08/31/17
   10,150,000    $ 39.90
09/01/17 to 09/30/17
   4,600,000    $ 28.01
ProShares UltraShort Bloomberg Crude Oil

07/01/17 to 07/31/17
   100,000    $ 42.69
08/01/17 to 08/31/17
   900,000    $ 40.50
09/01/17 to 09/30/17
   100,000    $ 33.59
ProShares UltraPro 3X Short Crude Oil ETF

07/01/17 to 07/31/17
   —      $ —
08/01/17 to 08/31/17
   —      $ —
09/01/17 to 09/30/17
   —      $ —
ProShares UltraShort Bloomberg Natural Gas

07/01/17 to 07/31/17
   50,000    $ 33.97
08/01/17 to 08/31/17
   —      $ —
09/01/17 to 09/30/17
   150,000    $ 33.19
ProShares UltraShort Gold

07/01/17 to 07/31/17
   —      $ —
08/01/17 to 08/31/17
   —      $ —
09/01/17 to 09/30/17
   50,000    $ 71.27
ProShares UltraShort Silver

07/01/17 to 07/31/17
   100,000    $ 36.69
08/01/17 to 08/31/17
   50,000    $ 31.53
09/01/17 to 09/30/17
   —      $ —
ProShares Short Euro

07/01/17 to 07/31/17
   —      $ —
08/01/17 to 08/31/17
   50,000    $ 40.60
09/01/17 to 09/30/17
   —      $ —
ProShares UltraShort Australian Dollar

07/01/17 to 07/31/17
   —      $ —
08/01/17 to 08/31/17
   50,000    $ 44.61
09/01/17 to 09/30/17
   —      $ —
ProShares UltraShort Euro

07/01/17 to 07/31/17
   500,000    $ 22.66
08/01/17 to 08/31/17
   350,000    $ 21.53
09/01/17 to 09/30/17
   300,000    $ 21.31
ProShares UltraShort Yen

07/01/17 to 07/31/17
   —      $ —
08/01/17 to 08/31/17
   400,000    $ 70.07
09/01/17 to 09/30/17
   50,000    $ 74.26
ProShares Ultra Bloomberg Crude Oil

07/01/17 to 07/31/17
   18,300,000    $ 15.77
08/01/17 to 08/31/17
   4,250,000    $ 16.42
09/01/17 to 09/30/17
   11,850,000    $ 17.05

Fund
   Total Number of
Shares Redeemed    Average Price
Per Share
ProShares UltraPro 3X Crude Oil ETF

07/01/17 to 07/31/17
   150,000    $ 22.74
08/01/17 to 08/31/17
   150,000    $ 22.66
09/01/17 to 09/30/17
   700,000    $ 23.82
ProShares Ultra Bloomberg Natural Gas

07/01/17 to 07/31/17
   350,000    $ 9.72
08/01/17 to 08/31/17
   350,000    $ 9.23
09/01/17 to 09/30/17
   550,000    $ 9.55
ProShares Ultra Gold

07/01/17 to 07/31/17
   —      $ —
08/01/17 to 08/31/17
   50,000    $ 40.64
09/01/17 to 09/30/17
   100,000    $ 39.80
ProShares Ultra Silver

07/01/17 to 07/31/17
   —      $ —
08/01/17 to 08/31/17
   250,000    $ 35.67
09/01/17 to 09/30/17
   250,000    $ 38.49
ProShares Ultra Euro

07/01/17 to 07/31/17
   150,000    $ 16.49
08/01/17 to 08/31/17
   100,000    $ 17.17
09/01/17 to 09/30/17
   200,000    $ 17.53
ProShares Ultra Yen

07/01/17 to 07/31/17
   —      $ —
08/01/17 to 08/31/17
   —      $ —
09/01/17 to 09/30/17
   —      $ —
a)
None.

*b)	~~See Note 1 of the Notes to Financial Statements in this Quarterly Report on Form10-Q~~ ~~regarding the reverse Share splits for ProShares VIX Short-Term Futures ETF, ProShares Ultra VIX Short-Term Futures ETF and the Share split for ProShares Short VIX Short-Term Futures ETF.~~ Not applicable.


Title of Securities Registered	Amount Registered As of March 31, 2019		Shares Sold For the Three Months Ended March 31, 2019		Sale Price of Shares Sold For the Three Months Ended March 31, 2019
ProShares Short Euro
Common Units of Beneficial Interest	$	153,418,934		300,000	$	13,205,150
ProShares Short VIX Short-Term Futures ETF
Common Units of Beneficial Interest	$	4,190,504,596		300,000	$	14,869,996
ProShares Ultra Bloomberg Crude Oil
Common Units of Beneficial Interest	$	5,678,328,106		3,300,000	$	56,961,229
ProShares Ultra Bloomberg Natural Gas
Common Units of Beneficial Interest	$	506,239,987		1,300,000	$	31,814,525
ProShares Ultra Euro
Common Units of Beneficial Interest	$	90,976,566		50,000	$	744,567
ProShares Ultra Gold
Common Units of Beneficial Interest	$	246,598,845		50,000	$	1,888,747
ProShares Ultra Silver
Common Units of Beneficial Interest	$	1,202,878,714		400,000	$	10,636,282
ProShares Ultra VIX Short-Term Futures ETF
Common Units of Beneficial Interest	$	6,913,084,508		15,150,000	$	728,577,548
ProShares Ultra Yen
Common Units of Beneficial Interest	$	132,956,903		50,000	$	2,922,854
ProShares UltraPro 3x Crude Oil ETF
Common Units of Beneficial Interest	$	2,029,485,301		800,000	$	16,301,816
ProShares UltraPro 3x Short Crude Oil ETF
Common Units of Beneficial Interest	$	912,669,350		750,000	$	18,656,682
ProShares UltraShort Australian Dollar
Common Units of Beneficial Interest	$	162,940,781		—	$	—
ProShares UltraShort Bloomberg Crude Oil
Common Units of Beneficial Interest	$	2,165,329,020		3,400,000	$	66,476,301
ProShares UltraShort Bloomberg Natural Gas
Common Units of Beneficial Interest	$	665,645,139		250,000	$	4,113,610
ProShares UltraShort Euro
Common Units of Beneficial Interest	$	1,863,573,310		250,000	$	6,305,432
ProShares UltraShort Gold
Common Units of Beneficial Interest	$	197,613,808		100,000	$	7,236,873
ProShares UltraShort Silver
Common Units of Beneficial Interest	$	887,571,447		300,000	$	11,229,394
ProShares UltraShort Yen
Common Units of Beneficial Interest	$	906,315,192		400,000	$	30,543,496
ProShares VIX Mid-Term Futures ETF
Common Units of Beneficial Interest	$	472,484,450		500,000	$	11,369,035
ProShares VIX Short-Term Futures ETF
Common Units of Beneficial Interest	$	1,721,389,887		6,225,000	$	174,135,151

Total Trust:				33,875,000	$	1,207,988,688

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.


Exhibit No.		Description of Document

31.1		Certification by Principal Executive Officer of the Trust Pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934, as amended (1)

31.2		Certification by Principal Financial Officer of the Trust Pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934, as amended (1)

32.1		Certification by Principal Executive Officer of the Trust 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 of the Trust 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.

~~SIGNATURES~~Signatures

Pursuant to the requirements of Section 13 or 15(d) 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

~~PROSHARES TRUST II~~

/s/ Todd Johnson

By: Todd Johnson

Principal Executive Officer

Date: ~~November 9, 2017~~May 10, 2019

/s/ Edward Karpowicz

By: Edward Karpowicz

Principal Financial and Accounting Officer

Date: ~~November 9, 2017~~May 10, 2019

~~237~~191


	September 30, 2017 (unaudited)		December 31, 2016
Assets
Cash	$	4,200,621	$	4,536,425
Segregated cash balances with brokers for futures contracts		4,438,775		17,235,855
Short-term U.S. government and agency obligations (Note 3) (cost $186,708,857 and $147,990,045, respectively)		186,716,429		147,991,233
Receivable on open futures contracts		—		4,484,270

Total assets		195,355,825		174,247,783

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		3,913,679		—
Payable to Sponsor		77,327		87,637

Total liabilities		3,991,006		87,637

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		191,364,819		174,160,146

Total liabilities and shareholders’ equity	$	195,355,825	$	174,247,783

Shares outstanding (Note 1)		5,876,317		2,052,363

Net asset value per share (Note 1)	$	32.57	$	84.86

Market value per share (Note 1) (Note 2)	$	32.53	$	85.04


	Principal Amount		Value
Short-term U.S. government and agency obligations (98% of shareholders’ equity)
U.S. Treasury Bills^^:
0.998% due 10/05/17	$	7,000,000	$	6,999,568
1.043% due 10/12/17		18,000,000		17,995,300
0.928% due 10/19/17		11,000,000		10,995,222
1.037% due 10/26/17†		35,000,000		34,978,185
1.013% due 11/02/17†		7,000,000		6,994,243
1.023% due 11/09/17†		4,000,000		3,995,947
0.988% due 11/16/17†		29,000,000		28,965,383
0.962% due 11/30/17†		13,000,000		12,979,014
1.033% due 12/07/17†		7,000,000		6,987,359
0.987% due 12/14/17†		11,000,000		10,978,586
1.001% due 01/11/18		12,000,000		11,966,165
1.040% due 02/01/18		33,000,000		32,881,457

Total short-term U.S. government and agency obligations (cost $186,708,857)			$	186,716,429


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures—CBOE, expires October 2017		9,373	$	109,429,775	$	(16,948,916	)
VIX Futures—CBOE, expires November 2017		6,252		81,432,300		(1,380,405	)

					$	(18,329,321	)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Investment Income
Interest	$	379,082		$	144,244		$	786,305		$	324,819

Expenses
Management fee		381,123			474,982			1,004,091			1,210,844
Brokerage commissions and fees		59,243			76,959			138,487			229,993

Total expenses		440,366			551,941			1,142,578			1,440,837

Net investment income (loss)		(61,284	)		(407,697	)		(356,273	)		(1,116,018	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(27,447,205	)		(101,785,229	)		(126,202,705	)		(134,345,928	)
Short-term U.S. government and agency obligations		419			3,946			(943	)		6,237

Net realized gain (loss)		(27,446,786	)		(101,781,283	)		(126,203,648	)		(134,339,691	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(17,219,461	)		6,786,934			(17,860,669	)		(8,475,358	)
Short-term U.S. government and agency obligations		3,094			24,829			6,384			35,549

Change in net unrealized appreciation/depreciation		(17,216,367	)		6,811,763			(17,854,285	)		(8,439,809	)

Net realized and unrealized gain (loss)		(44,663,153	)		(94,969,520	)		(144,057,933	)		(142,779,500	)

Net income (loss)	$	(44,724,437	)	$	(95,377,217	)	$	(144,414,206	)	$	(143,895,518	)


Shareholders’ equity, at December 31, 2016	$	174,160,146
Addition of 6,125,000 shares (Note 1)		274,586,934
Redemption of 2,301,046 shares (Note 1)		(112,968,055	)

Net addition (redemption) of 3,823,954 shares (Note 1)		161,618,879

Net investment income (loss)		(356,273	)
Net realized gain (loss)		(126,203,648	)
Change in net unrealized appreciation/depreciation		(17,854,285	)

Net income (loss)		(144,414,206	)

Shareholders’ equity, at September 30, 2017	$	191,364,819


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Investment Income
Interest	$	71,551		$	29,706		$	164,138		$	63,804

Expenses
Management fee		80,574			108,438			235,818			251,163
Brokerage commissions and fees		6,764			10,935			11,815			23,544

Total expenses		87,338			119,373			247,633			274,707

Net investment income (loss)		(15,787	)		(89,667	)		(83,495	)		(210,903	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(3,965,084	)		(4,899,530	)		(19,180,135	)		(5,248,725	)
Short-term U.S. government and agency obligations		—			144			(527	)		132

Net realized gain (loss)		(3,965,084	)		(4,899,386	)		(19,180,662	)		(5,248,593	)

Change in net unrealized appreciation/depreciation on
Futures contracts		364,615			(1,149,750	)		(653,395	)		(1,917,790	)
Short-term U.S. government and agency obligations		1,342			8,365			2,167			9,742

Change in net unrealized appreciation/depreciation		365,957			(1,141,385	)		(651,228	)		(1,908,048	)

Net realized and unrealized gain (loss)		(3,599,127	)		(6,040,771	)		(19,831,890	)		(7,156,641	)

Net income (loss)	$	(3,614,914	)	$	(6,130,438	)	$	(19,915,385	)	$	(7,367,544	)


Shareholders’ equity, at December 31, 2016	$	45,818,914
Addition of 850,000 shares		23,977,024
Redemption of 150,000 shares		(4,833,130	)

Net addition (redemption) of 700,000 shares		19,143,894

Net investment income (loss)		(83,495	)
Net realized gain (loss)		(19,180,662	)
Change in net unrealized appreciation/depreciation		(651,228	)

Net income (loss)		(19,915,385	)

Shareholders’ equity, at September 30, 2017	$	45,047,423


Shareholders’ equity, at December 31, 2016	$	228,075,387
Addition of 46,750,000 shares (Note 1)		3,330,265,694
Redemption of 40,650,000 shares (Note 1)		(3,090,287,309	)

Net addition (redemption) of 6,100,000 shares (Note 1)		239,978,385

Net investment income (loss)		(3,913,203	)
Net realized gain (loss)		471,123,858
Change in net unrealized appreciation/depreciation		104,609,483

Net income (loss)		571,820,138

Shareholders’ equity, at September 30, 2017	$	1,039,873,910


Shareholders’ equity, at December 31, 2016	$	515,758,754
Addition of 51,185,000 shares (Note 1)		2,109,762,890
Redemption of 28,223,145 shares (Note 1)		(1,346,739,303	)

Net addition (redemption) of 22,961,855 shares (Note 1)		763,023,587

Net investment income (loss)		(3,866,250	)
Net realized gain (loss)		(646,063,604	)
Change in net unrealized appreciation/depreciation		(93,756,755	)

Net income (loss)		(743,686,609	)

Shareholders’ equity, at September 30, 2017	$	535,095,732


	Rate Paid (Received)*			Termination Date		Notional Amount at Value**			Unrealized Appreciation (Depreciation)
Swap agreement with Citibank, N.A. based on Bloomberg Crude OilSub-Index		(0.18	)%		10/05/17	$	(149,040,494	)	$	(6,092,070	)
Swap agreement with Goldman Sachs International based on Bloomberg Crude OilSub-Index		(0.25	)		10/05/17		(109,832,549	)		(3,900,635	)
Swap agreement with Societe Generale based on Bloomberg Crude OilSub-Index		(0.25	)		10/05/17		(12,927,229	)		(514,835	)
Swap agreement with UBS AG based on Bloomberg Crude OilSub-Index		(0.25	)		10/05/17		(106,765,884	)		(3,170,837	)

									$	(13,678,377	)


Shareholders’ equity, at December 31, 2016	$	200,958,303
Addition of 10,700,000 shares		398,064,737
Redemption of 9,950,000 shares		(404,776,691	)

Net addition (redemption) of 750,000 shares		(6,711,954	)

Net investment income (loss)		(426,772	)
Net realized gain (loss)		49,805,940
Change in net unrealized appreciation/depreciation		(5,398,492	)

Net income (loss)		43,980,676

Shareholders’ equity, at September 30, 2017	$	238,227,025


Shareholders’ equity, at January 13, 2017 (Inception)	$	—
Addition of 1,050,008 shares		22,510,278
Redemption of 150,000 shares		(4,490,543	)

Net addition (redemption) of 900,008 shares		18,019,735

Net investment income (loss)		(59,643	)
Net realized gain (loss)		232,006
Change in net unrealized appreciation/depreciation		(2,423,370	)

Net income (loss)		(2,251,007	)

Shareholders’ equity, at September 30, 2017	$	15,768,728


Shareholders’ equity, at December 31, 2016	$	4,038,794
Addition of 300,000 shares		9,317,576
Redemption of 300,000 shares		(9,976,781	)

Net addition (redemption) of 0 shares		(659,205	)

Net investment income (loss)		(44,874	)
Net realized gain (loss)		1,755,918
Change in net unrealized appreciation/depreciation		830,801

Net income (loss)		2,541,845

Shareholders’ equity, at September 30, 2017	$	5,921,434


	Rate Paid (Received)*			Settlement Date		Commitment to (Deliver)/Receive			Notional Amount at Value**			Unrealized Appreciation (Depreciation)
Forward agreements with Citibank, N.A. based on 0.995 Fine Troy Ounce Gold		(1.30	)%		10/05/17	$	(16,100	)	$	(20,663,223	)	$	1,045,390
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold		(1.06	)		10/05/17		(16,898	)		(21,687,062	)		835,086
Forward agreements with Societe Generale based on 0.995 Fine Troy Ounce Gold		(1.01	)		10/05/17		(4,800	)		(6,160,368	)		267,146
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold		(1.05	)		10/05/17		(17,250	)		(22,138,823	)		813,983

												$	2,961,605


Shareholders’ equity, at December 31, 2016	$	63,653,647
Addition of 300,000 shares		22,375,636
Redemption of 500,000 shares		(39,496,377	)

Net addition (redemption) of (200,000) shares		(17,120,741	)

Net investment income (loss)		(66,015	)
Net realized gain (loss)		(10,940,120	)
Change in net unrealized appreciation/depreciation		(99,988	)

Net income (loss)		(11,106,123	)

Shareholders’ equity, at September 30, 2017	$	35,426,783


Shareholders’ equity, at December 31, 2016	$	23,017,656
Addition of 700,000 shares		22,025,198
Redemption of 600,000 shares		(20,121,187	)

Net addition (redemption) of 100,000 shares		1,904,011

Net investment income (loss)		(40,264	)
Net realized gain (loss)		(2,693,510	)
Change in net unrealized appreciation/depreciation		745,784

Net income (loss)		(1,987,990	)

Shareholders’ equity, at September 30, 2017	$	22,933,677


Shareholders’ equity, at December 31, 2016	$	15,770,088
Redemption of 150,000 shares		(6,278,641	)

Net addition (redemption) of (150,000) shares		(6,278,641	)

Net investment income (loss)		(36,347	)
Net realized gain (loss)		(1,335,372	)
Change in net unrealized appreciation/depreciation		(26,290	)

Net income (loss)		(1,398,009	)

Shareholders’ equity, at September 30, 2017	$	8,093,438


Shareholders’ equity, at December 31, 2016	$	16,613,473
Redemption of 100,000 shares		(4,723,167	)

Net addition (redemption) of (100,000) shares		(4,723,167	)

Net investment income (loss)		(42,311	)
Net realized gain (loss)		(1,920,783	)
Change in net unrealized appreciation/depreciation		(802,007	)

Net income (loss)		(2,765,101	)

Shareholders’ equity, at September 30, 2017	$	9,125,205


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International		10/06/17		3,175,800		$	3,754,078		$	(42,918	)
Euro with UBS AG		10/06/17		35,067,900			41,453,378			(522,941	)

									$(565,859)

Contracts to Sell
Euro with Goldman Sachs International		10/06/17		(194,781,925	)	$	(230,249,569	)	$	2,076,933
Euro with UBS AG		10/06/17		(226,747,400	)		(268,035,604	)		2,388,619

									$4,465,552


Shareholders’ equity, at December 31, 2016	$	349,392,650
Addition of 1,800,000 shares		41,062,646
Redemption of 4,250,000 shares		(105,779,074	)

Net addition (redemption) of (2,450,000) shares		(64,716,428	)

Net investment income (loss)		(461,825	)
Net realized gain (loss)		(45,338,431	)
Change in net unrealized appreciation/depreciation		(12,255,062	)

Net income (loss)		(58,055,318	)

Shareholders’ equity, at September 30, 2017	$	226,620,904


Shareholders’ equity, at December 31, 2016	$	276,781,747
Addition of 900,000 shares		69,116,080
Redemption of 2,350,000 shares		(172,018,744	)

Net addition (redemption) of (1,450,000) shares		(102,902,664	)

Net investment income (loss)		(396,084	)
Net realized gain (loss)		(17,532,916	)
Change in net unrealized appreciation/depreciation		(7,490,982	)

Net income (loss)		(25,419,982	)

Shareholders’ equity, at September 30, 2017	$	148,459,101


	Rate Paid (Received)*			Termination Date		Notional Amount at Value**		Unrealized Appreciation (Depreciation)
Swap agreement with Citibank, N.A. based on Bloomberg Crude OilSub-Index		0.18	%		10/05/17	$	332,458,695	$	13,855,515
Swap agreement with Goldman Sachs International based on Bloomberg Crude OilSub-Index		0.25			10/05/17		242,703,814		11,965,958
Swap agreement with Societe Generale based on Bloomberg Crude OilSub-Index		0.25			10/05/17		115,090,880		4,548,744
Swap agreement with UBS AG based on Bloomberg Crude OilSub-Index		0.25			10/05/17		251,436,908		10,426,683

								$	40,796,900


Shareholders’ equity, at December 31, 2016	$	933,731,860
Addition of 65,600,000 shares		1,105,174,037
Redemption of 70,852,616 shares		(1,285,506,788	)

Net addition (redemption) of (5,252,616) shares		(180,332,751	)

Net investment income (loss)		(1,483,954	)
Net realized gain (loss)		(123,526,841	)
Change in net unrealized appreciation/depreciation		(6,245,549	)

Net income (loss)		(131,256,344	)

Shareholders’ equity, at September 30, 2017	$	622,142,765


Shareholders’ equity, at January 13, 2017 (Inception)	$	—
Addition of 1,400,008 shares		29,606,619
Redemption of 1,100,000 shares		(26,336,701	)

Net addition (redemption) of 300,008 shares		3,269,918

Net investment income (loss)		(99,140	)
Net realized gain (loss)		3,137,907
Change in net unrealized appreciation/depreciation		1,272,779

Net income (loss)		4,311,546

Shareholders’ equity, at September 30, 2017	$	7,581,464


Shareholders’ equity, at December 31, 2016	$	43,203,386
Addition of 6,600,000 shares		66,608,730
Redemption of 3,050,000 shares		(34,012,985	)

Net addition (redemption) of 3,550,000 shares		32,595,745

Net investment income (loss)		(190,949	)
Net realized gain (loss)		(21,041,439	)
Change in net unrealized appreciation/depreciation		(3,507,126	)

Net income (loss)		(24,739,514	)

Shareholders’ equity, at September 30, 2017	$	51,059,617


Shareholders’ equity, at December 31, 2016	$	92,127,200
Addition of 400,000 shares		14,435,007
Redemption of 950,000 shares		(36,189,978	)

Net addition (redemption) of (550,000) shares		(21,754,971	)

Net investment income (loss)		(160,597	)
Net realized gain (loss)		23,363,236
Change in net unrealized appreciation/depreciation		(3,986,925	)

Net income (loss)		19,215,714

Shareholders’ equity, at September 30, 2017	$	89,587,943


Shareholders’ equity, at December 31, 2016	$	275,779,940
Addition of 950,000 shares		31,641,699
Redemption of 2,000,000 shares		(75,235,084	)

Net addition (redemption) of (1,050,000) shares		(43,593,385	)

Net investment income (loss)		(474,113	)
Net realized gain (loss)		20,326,492
Change in net unrealized appreciation/depreciation		(7,233,752	)

Net income (loss)		12,618,627

Shareholders’ equity, at September 30, 2017	$	244,805,182


Shareholders’ equity, at December 31, 2016	$	11,914,585
Addition of 1,200,000 shares		18,469,355
Redemption of 1,250,000 shares		(19,683,442	)

Net addition (redemption) of (50,000) shares		(1,214,087	)

Net investment income (loss)		(26,051	)
Net realized gain (loss)		2,666,306
Change in net unrealized appreciation/depreciation		364,855

Net income (loss)		3,005,110

Shareholders’ equity, at September 30, 2017	$	13,705,608


Shareholders’ equity, at December 31, 2016	$	5,540,957
Net investment income (loss)		(20,949	)
Net realized gain (loss)		338,006
Change in net unrealized appreciation/depreciation		(53,094	)

Net income (loss)		263,963

Shareholders’ equity, at September 30, 2017	$	5,804,920


Shareholders’ equity, at December 31, 2016	$	3,276,337,487
Addition of 196,810,016 shares		7,589,000,140
Redemption of 168,876,807 shares		(6,799,453,980	)

Net addition (redemption) of 27,933,209 shares		789,546,160

Net investment income (loss)		(12,249,109	)
Net realized gain (loss)		(443,027,657	)
Change in net unrealized appreciation/depreciation		(53,961,203	)

Net income (loss)		(509,237,969	)

Shareholders’ equity, at September 30, 2017	$	3,556,645,678

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