0001415311 ck0001415311:ProsharesUltraGoldMember us-gaap:USTreasuryAndGovernmentShorttermDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member 2018-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-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

June 30, 2019

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

for the transition period from __________ to __________ .

Commission file number:

001-34200

PROSHARES TRUST II

(Exact name of registrant as specified in its charter)


~~Delaware~~		~~87-6284802~~
Delaware		87-6284802
(State or other jurisdiction of		(I.R.S. Employer
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

☐

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 Regulation

S-T (§

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

☒

Yes

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-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 Rule

12b-2

of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐

~~Non-Accelerated Filer~~	~~☐ (Do not check if a smaller reporting company)~~
Non-Accelerated Filer	☐	Smaller Reporting Company	☐

Emerging Growth Company	☐

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 Rule

12b-2

of the Exchange Act.).

☐

Yes

☒

~~PROSHARES TRUST II~~

~~Table~~

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 ~~Contents~~

the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☒

Yes

☐

As of June 30, 2019, the registrant had 85,792,767 shares of common stock, $0 par value per share, outstanding.

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


	~~Page~~
~~Part I. FINANCIAL INFORMATION~~ Title of each class	Trading Symbol(s)	Name of each exchange on which registered
ProShares Short Euro	EUFX	NYSE Arca
~~Item 1. Financial Statements.~~ 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

��

Table of Contents

PROSHARES

TRUST II

Table of Contents

		3
	Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations		~~151~~ 150

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk.~~Risk		~~211~~ 205

Item 4. Controls and ~~Procedures.~~Procedures		~~229~~ 221

~~Part II. OTHER INFORMATION~~

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

~~Item 1A. Risk Factors.~~Part II. OTHER INFORMATION		~~230~~
Item 1. Legal Proceedings		223
Item 1A. Risk Factors		223
Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds		~~230~~ 223

Item 3. Defaults Upon Senior ~~Securities.~~Securities		~~235~~ 225

Item 4. Mine Safety ~~Disclosures.~~Disclosures		~~235~~ 225

Item 5. Other ~~Information.~~Information		~~235~~ 225

Item 6. ~~Exhibits.~~Exhibits		~~236~~ 226

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

~~Item 1.~~

~~Condensed Financial Statements.~~

~~Index~~


~~Documents~~	~~Page~~
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~~		4
ProShares ~~VIXMid-Term~~ ~~Futures ETF~~Short Euro		9 4
ProShares Short VIX Short-Term Futures ETF		14 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		19 39
ProShares ~~UltraShort Bloomberg Crude Oil~~Ultra Yen		24 44
ProShares UltraPro 3x Crude Oil ETF		49
ProShares UltraPro 3x Short Crude Oil ETF		29 54
ProShares UltraShort Australian Dollar		59
ProShares UltraShort Bloomberg Crude Oil		64
ProShares UltraShort Bloomberg Natural Gas		34 69
ProShares UltraShort ~~Gold~~Euro		39 74
ProShares UltraShort ~~Silver~~Gold		44 79
ProShares ~~Short Euro~~UltraShort Silver		49 84
ProShares UltraShort ~~Australian Dollar~~Yen		54 89
ProShares ~~UltraShort Euro~~VIX Mid-Term Futures ETF		59 94
ProShares ~~UltraShort Yen~~VIX Short-Term Futures ETF		64 99
ProShares ~~Ultra Bloomberg Crude Oil~~Trust II		69 104
~~ProShares UltraPro 3x Crude Oil ETF~~Notes to Financial Statements		74
~~ProShares Ultra Bloomberg Natural Gas~~		79
~~ProShares Ultra Gold~~		84
~~ProShares Ultra Silver~~		89
~~ProShares Ultra Euro~~		94
~~ProShares Ultra Yen~~		99
~~ProShares Trust II~~		~~104~~
~~Notes to Financial Statements~~		108

Table of Contents

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

June 30, 2019
(unaudited)

December 31, 2018

Assets

Short-term U.S. government and agency obligations (Note 3) (cost $14,931,867 and $599,431, respectively)
$
14,937,038
$
599,429

Cash

6,863,186

7,873,056

Segregated cash balances with brokers for futures contracts

338,791

151,800

Interest receivable

12,508

7,641

Total assets

22,151,523

8,631,926

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

6,738

5,250

Payable to Sponsor

17,382

6,990

Total liabilities

24,120

12,240

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

22,127,403

8,619,686

Total liabilities and shareholders’ equity

$
22,151,523
$
8,631,926

Shares outstanding

500,000

200,000

Net asset value per share

$
44.25
$
43.10

Market value per share (Note 2)

$
44.26
$
43.08

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~VIX SHORT-TERM FUTURES ETF~~

SHORT EURO

SCHEDULE OF INVESTMENTS

~~SEPTEMBER~~

JUNE 30, ~~2017~~

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

~~Futures Contracts Purchased~~

   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 )


	Principal Amount		Value
Short-term U.S. government and agency obligations
(68% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.263% due 09/12/19	$	15,000,000	$	14,937,038

Total short-term U.S. government and agency obligations (cost $14,931,867)			$	14,937,038

Futures Contracts Sold
					Unrealized
	Number of		Notional Amount		Appreciation
	Contracts		at Value		(Depreciation)/Value
Euro Fx Currency Futures—CME, expires September 2019		154	$	22,034,513	$	(79,002	)

^^	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.

Table of Contents

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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Investment Income

Interest
$
125,445
$
27,459
$
190,623
$
47,026

Expenses

Management fee

52,792

19,231

79,777

37,581

Brokerage commissions

787

320

1,355

603

Total expenses

53,579

19,551

81,132

38,184

Net investment income (loss)

71,866

7,908

109,491

8,842

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

76,518

443,811

223,624

64,225

Net realized gain (loss)

76,518

443,811

223,624

64,225

Change in net unrealized appreciation/depreciation on

Futures contracts

(239,858
)
16,282

(35,721
)
253,501

Short-term U.S. government and agency obligations

5,439

766

5,173

881

Change in net unrealized appreciation/depreciation

(234,419
)
17,048

(30,548
)
254,382

Net realized and unrealized gain (loss)

(157,901
)
460,859

193,076

318,607

Net income (loss)
$
(86,035
) $
468,767
$
302,567
$
327,449

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~VIX SHORT-TERM FUTURES ETF~~

~~STATEMENT~~SHORT EURO

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

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

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

71,866

7,908

109,491

8,842

Net realized gain (loss)

76,518

443,811

223,624

64,225

Change in net unrealized appreciation/depreciation

(234,419
)
17,048

(30,548
)
254,382

Net income (loss)

(86,035
)
468,767

302,567

327,449

Shareholders’ equity, end of period
$
22,127,403
$
8,319,329
$
22,127,403
$
8,319,329

See accompanying notes to financial statements.

Table of Contents

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

Six Months Ended

June 30,

2019

2018

Cash flow from operating activities

Net income (loss)
$
302,567
$
327,449

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

(403,462,168
)
(203,046,070
)
Proceeds from sales or maturities of short-term U.S. government and agency obligations

389,250,000

204,400,000

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

(120,268
)
(43,878
)
Change in unrealized appreciation/depreciation on investments

(5,173
)
(881
)
Decrease (Increase) in interest receivable

(4,867
)
(1,675
)
Increase (Decrease) in payable to Sponsor

10,392

(48
)
Increase (Decrease) in payable on futures contracts

1,488

36,180

Net cash provided by (used in) operating activities

(14,028,029
)
1,671,077

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

(822,879
)
1,671,077

Cash, beginning of period

8,024,856

1,045,493

Cash, end of period
$
7,201,977
$
2,716,570

See accompanying notes to financial statements.

Table of Contents

PROSHARES SHORT VIX~~MID-TERM~~ SHORT-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

June 30, 2019

(unaudited)

December 31, 2018

Assets

Short-term U.S. government and agency obligations (Note 3) (cost $ 76,939,129 and $–, respectively)
$
76,963,912
$
—

Cash

69,415,332

180,835,767

Segregated cash balances with brokers for futures contracts

113,136,321

116,062,688

Receivable on open futures contracts

79,889,758

63,300,889

Interest receivable

284,714

142,222

Total assets

339,690,037

360,341,566

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

2,277,388

15,448,037

Payable to Sponsor

264,373

297,266

Non-recurring
fees and expenses payable

45,949

—

Total liabilities

2,587,710

15,745,303

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

337,102,327

344,596,263

Total liabilities and shareholders’ equity
$
339,690,037
$
360,341,566

Shares outstanding

6,184,307

8,134,307

Net asset value per share
$
54.51
$
42.36

Market value per share (Note 2)
$
53.87
$
42.30

See accompanying notes to financial statements.

Table of Contents

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

SCHEDULE OF INVESTMENTS

~~SEPTEMBER~~

JUNE 30, ~~2017~~

2019

(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


	Principal Amount		Value
Short-term U.S. government and agency obligations
(23% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407% due 07/18/19	$	11,200,000	$	11,189,157
2.421% due 08/01/19		10,000,000		9,982,606
2.370% due 08/29/19		36,000,000		35,876,099
2.263% due 09/12/19		20,000,000		19,916,050

Total short-term U.S. government and agency obligations (cost $ 76,939,129 )			$	76,963,912

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 )

Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures—CBOE, expires July 2019		6,094	$	94,609,350	$	11,158,075
VIX Futures—CBOE, expires August 2019		4,424		73,327,800		1,480,887

					$	12,638,962

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

See accompanying notes to financial statements.

Table of Contents

PROSHARES SHORT VIX~~MID-TERM~~ 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
   $ 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 )

Three Months Ended

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

Investment Income

Interest
$
1,883,798
$
1,311,550
$
3,468,359
$
3,081,523

Expenses

Management fee

938,696

1,458,197

1,890,823

3,614,293

Brokerage commissions

219,597

378,374

408,021

1,716,061

Brokerage fees

—

120,133

24

146,922

Non-recurring
fees and expenses

—

—

398,550

—

Total expenses

1,158,293

1,956,704

2,697,418

5,477,276

Net investment income (loss)

725,505

(645,154
)
770,941

(2,395,753
)

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

11,427,596

56,008,377

70,532,950

(1,827,517,354
)
Short-term U.S. government and agency obligations

(8
)
1,119

(8
)
(259,112
)

Net realized gain (loss)

11,427,588

56,009,496

70,532,942

(1,827,776,466
)

Change in net unrealized appreciation/depreciation on

Futures contracts

4,538,343

14,232,558

27,115,163

(39,569,847
)
Short-term U.S. government and agency obligations

30,143

(13,111
)
24,783

51,865

Change in net unrealized appreciation/depreciation

4,568,486

14,219,447

27,139,946

(39,517,982
)

Net realized and unrealized gain (loss)

15,996,074

70,228,943

97,672,888

(1,867,294,448
)

Net income (loss)
$
16,721,579
$
69,583,789
$
98,443,829
$
(1,869,690,201
)

See accompanying notes to financial statements.

Table of Contents

PROSHARES SHORT VIX~~MID-TERM~~ 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
   $ 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

Three Months Ended

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

Shareholders’ equity, beginning of period
$
441,188,509
$
693,246,689
$
344,596,263
$
770,163,871

Addition of –,
25,000
,
300,000
and
17,500,000
shares, respectively

—

1,120,161

14,869,996

2,359,283,234

Redemption of
2,250,000
,
4,637,500
,
2,250,000
and
8,675,000
shares, respectively

(120,807,761
)
(235,711,872
)
(120,807,761
)
(731,518,137
)

Net addition (redemption) of (2,250,000), (4,612,500), (1,950,000) and
8,825,000
shares, respectively

(120,807,761
)
(234,591,711
)
(105,937,765
)
1,627,765,097

Net investment income (loss)

725,505

(645,154
)
770,941

(2,395,753
)
Net realized gain (loss)

11,427,588

56,009,496

70,532,942

(1,827,776,466
)
Change in net unrealized appreciation/depreciation

4,568,486

14,219,447

27,139,946

(39,517,982
)

Net income (loss)

16,721,579

69,583,789

98,443,829

(1,869,690,201
)

Shareholders’ equity, end of period
$
337,102,327
$
528,238,767
$
337,102,327
$
528,238,767

See accompanying notes to financial statements.

Table of Contents

PROSHARES SHORT VIX~~MID-TERM~~ SHORT-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

Six Months Ended

June 30,

2019

2018

Cash flow from operating activities

Net income (loss)
$
98,443,829
$
(1,869,690,201
)
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

(4,846,330,816
)
(12,775,402,055
)
Proceeds from sales or maturities of short-term U.S. government and agency obligations

4,770,297,014

13,179,156,026

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

(905,335
)
(2,046,569
)
Net realized gain (loss) on investments

8

259,112

Change in unrealized appreciation/depreciation on investments

(24,783
)
(51,865
)
Decrease (Increase) in receivable on futures contracts

(16,588,869
)
(86,552,497
)
Decrease (Increase) in interest receivable

(142,492
)
(91,825
)
Increase (Decrease) in payable to Sponsor

(32,893
)
(382,448
)
Increase (Decrease) in payable on futures contracts

(13,170,649
)
(528,750
)
Increase (Decrease) in payable to Broker

—

19,297

Increase (Decrease) in
non-recurring
fees and expenses payable

45,949

—

Net cash provided by (used in) operating activities

(8,409,037
)
(1,555,311,775
)

Cash flow from financing activities

Proceeds from addition of shares

14,869,996

2,359,283,234

Payment on shares redeemed

(120,807,761
)
(776,335,847
)

Net cash provided by (used in) financing activities

(105,937,765
)
1,582,947,387

Net increase (decrease) in cash

(114,346,802
)
27,635,612

Cash, beginning of period

296,898,455

300,668,276

Cash, end of period
$
182,551,653
$
328,303,888

See accompanying notes to financial statements.

Table of Contents

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

ULTRA BLOOMBERG CRUDE OIL

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

June 30, 2019

(unaudited)

December 31, 2018

Assets

Short-term U.S. government and agency obligations (Note 3) (cost $305,656,394 and $280,497,709, respectively)
$
305,730,594
$
280,502,900

Cash

17,551,264

123,257,905

Segregated cash balances with brokers for futures contracts

7,968,600

13,563,407

Segregated cash balances with brokers for swap agreements

—

11,197,000

Unrealized appreciation on swap agreements

63,955,500

—

Receivable from capital shares sold

—

12,991,664

Receivable on open futures contracts

166,136

190,440

Interest receivable

78,528

62,514

Total assets

395,450,622

441,765,830

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

12,038,911

—

Payable on open futures contracts

1,149,450

311,815

Payable to Sponsor

281,633

287,236

Unrealized depreciation on swap agreements

—

72,767,125

Total liabilities

13,469,994

73,366,176

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

381,980,628

368,399,654

Total liabilities and shareholders’ equity
$
395,450,622
$
441,765,830

Shares outstanding

19,461,317

28,211,317

Net asset value per share
$
19.63
$
13.06

Market value per share (Note 2)
$
19.32
$
13.30

See accompanying notes to financial statements.

Table of Contents

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

ULTRA BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

~~SEPTEMBER~~

JUNE 30, ~~2017~~

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

~~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

^^	~~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 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

~~See accompanying notes to financial statements.~~

~~PROSHARES SHORT 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
   $ 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

~~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

~~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


	Principal Amount		Value
Short-term U.S. government and agency obligations
( 80 % of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407 % due 07/18/19 †	$	57,600,000	$	57,544,237
2.421 % due 08/01/19 †		34,000,000		33,940,860
2.365 % due 08/15/19 †		93,000,000		92,758,786
2.370 % due 08/29/19 †		33,000,000		32,886,424
2.263 % due 09/12/19 †		55,000,000		54,769,138
2.061 % due 09/26/19		34,000,000		33,831,149

Total short-term U.S. government and agency obligations (cost $ 305,656,394 )			$	305,730,594

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

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(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

~~Futures Contracts Sold~~

   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 September 2019		2,120	$	124,062,400	$	6,728,620

Total Return 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    $ (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 )

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	%		07/08/19	$	202,875,259	$	20,411,089
Swap agreement with Goldman Sachs International based on Bloomberg WTI Crude Oil Subindex		0.25			07/08/19		129,203,915		12,242,346
Swap agreement with Royal Bank of Canada based on Bloomberg WTI Crude Oil Subindex		0.23			07/08/19		131,120,750		12,425,400
Swap agreement with Societe Generale based on Bloomberg WTI Crude Oil Subindex		0.25			07/08/19		61,063,068		5,785,856
Swap agreement with UBS AG based on Bloomberg WTI Crude Oil Subindex		0.25			07/08/19		115,790,770		13,090,809

Total Unrealized Appreciation								$	63,955,500

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

^	The positions and counterparties herein are as of ~~September~~June 30, ~~2017.~~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~~June 30, ~~2017,~~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.

Table of Contents

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

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

Investment Income

Interest
$
2,163,795
$
1,695,702
$
4,304,180
$
3,121,667

Expenses

Management fee

898,556

1,018,503

1,923,750

2,091,357

Brokerage commissions

34,072

26,970

53,319

45,087

Total expenses

932,628

1,045,473

1,977,069

2,136,444

Net investment income (loss)

1,231,167

650,229

2,327,111

985,223

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

4,874,320

13,478,548

14,599,415

30,228,816

Swap agreements

(30,785,796
)
25,742,177

36,012,266

121,509,800

Short-term U.S. government and agency obligations

3,626

—

3,873

(6
)

Net realized gain (loss)

(25,907,850
)
39,220,725

50,615,554

151,738,610

Change in net unrealized appreciation/depreciation on

Futures contracts

(3,555,446
)
6,521,153

20,768,921

5,343,124

Swap agreements

17,642,629

57,556,218

136,722,625

20,190,509

Short-term U.S. government and agency obligations

74,339

17,685

69,009

53,468

Change in net unrealized appreciation/depreciation

14,161,522

64,095,056

157,560,555

25,587,101

Net realized and unrealized gain (loss)

(11,746,328
)
103,315,781

208,176,109

177,325,711

Net income (loss)
$
(10,515,161
) $
103,966,010
$
210,503,220
$
178,310,934

See accompanying notes to financial statements.

Table of Contents

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

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

Shareholders’ equity, beginning of period
$
425,287,296
$
411,128,942
$
368,399,654
$
524,445,526

Addition of
7,100,000
,
2,350,000
,
10,400,000
and
4,300,000
shares, respectively

128,741,037

66,365,650

185,702,266

117,036,583

Redemption of
7,400,000
,
4,050,000
,
19,150,000
and
13,200,000
shares, respectively

(161,532,544
)
(126,185,667
)
(382,624,512
)
(364,518,108
)

Net addition (redemption) of (300,000), (1,700,000), (8,750,000) and
(8,900,000)
shares, respectively

(32,791,507
)
(59,820,017
)
(196,922,246
)
(247,481,525
)

Net investment income (loss)

1,231,167

650,229

2,327,111

985,223

Net realized gain (loss)

(25,907,850
)
39,220,725

50,615,554

151,738,610

Change in net unrealized appreciation/depreciation

14,161,522

64,095,056

157,560,555

25,587,101

Net income (loss)

(10,515,161
)
103,966,010

210,503,220

178,310,934

Shareholders’ equity, end of period
$
381,980,628
$
455,274,935
$
381,980,628
$
455,274,935

See accompanying notes to financial statements.

Table of Contents

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

Six Months Ended

June 30,

2019

2018

Cash flow from operating activities

Net income (loss)
$
210,503,220
$
178,310,934

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

(3,352,711,813
)
(8,163,708,567
)
Proceeds from sales or maturities of short-term U.S. government and agency obligations

3,331,489,226

8,260,299,661

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

(3,932,225
)
(2,977,358
)
Net realized gain (loss) on investments

(3,873
)
6

Change in unrealized appreciation/depreciation on investments

(136,791,634
)
(20,243,977
)
Decrease (Increase) in receivable on futures contracts

24,304

894,293

Decrease (Increase) in interest receivable

(16,014
)
(38,701
)
Increase (Decrease) in payable to Sponsor

(5,603
)
(76,600
)
Increase (Decrease) in payable on futures contracts

837,635

—

Net cash provided by (used in) operating activities

49,393,223

252,459,691

Cash flow from financing activities

Proceeds from addition of shares

198,693,930

117,036,583

Payment on shares redeemed

(370,585,601
)
(343,460,089
)

Net cash provided by (used in) financing activities

(171,891,671
)
(226,423,506
)

Net increase (decrease) in cash

(122,498,448
)
26,036,185

Cash, beginning of period

148,018,312

10,329,503

Cash, end of period
$
25,519,864
$
36,365,688

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF*

~~STATEMENT~~ULTRA BLOOMBERG NATURAL GAS

STATEMENTS 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.~~

June 30, 2019

(unaudited)

December 31, 2018

Assets

Short-term U.S. government and agency obligations (Note 3) (cost $
7,976,037
and $
8,380,716
, respectively)
$
7,976,263
$
8,380,427

Cash

22,411,464

731,158

Segregated cash balances with brokers for futures contracts

4,150,170

6,299,444

Receivable from capital shares sold

—

2,528,757

Interest receivable

28,872

11,508

Total assets

34,566,769

17,951,294

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

908,646

3,309,741

Payable to Sponsor

20,365

24,113

Total liabilities

929,011

3,333,854

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

33,637,758

14,617,440

Total liabilities and shareholders’ equity
$
34,566,769
$
17,951,294

Shares outstanding

2,428,150

578,150

Net asset value per share
$
13.85
$
25.28

Market value per share (Note 2)
$
13.92
$
25.82

See accompanying notes to financial statements.

Table of Contents

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

ULTRA BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

~~SEPTEMBER~~

JUNE 30, ~~2017~~

2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
( 24 % of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407 % due 07/18/19	$	4,000,000	$	3,996,128
2.061 % due 09/26/19		4,000,000		3,980,135

Total short-term U.S. government and agency obligations (cost $ 7,976,037 )			$	7,976,263

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 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

~~See accompanying notes to financial statements.~~

~~PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS~~

~~SCHEDULE OF INVESTMENTS~~

~~SEPTEMBER 30, 2017~~

~~(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

~~Futures Contracts Sold~~

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

Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Natural Gas—NYMEX, expires September 2019		2,948	$	67,273,360	$	(649,373	)

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

See accompanying notes to financial statements.

Table of Contents

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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Investment Income

Interest
$
139,008
$
117,918
$
256,843
$
253,993

Expenses

Management fee

60,844

70,511

115,695

175,110

Brokerage commissions

28,280

25,636

47,219

49,657

Total expenses

89,124

96,147

162,914

224,767

Net investment income (loss)

49,884

21,771

93,929

29,226

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(7,976,053
)
3,945,962

(21,277,891
)
5,080,774

Short-term U.S. government and agency obligations

84

(11
)
25

(31
)

Net realized gain (loss)

(7,975,969
)
3,945,951

(21,277,866
)
5,080,743

Change in net unrealized appreciation/depreciation on

Futures contracts

(671,150
)
(2,369,992
)
9,673,790

(7,344,433
)
Short-term U.S. government and agency obligations

457

775

515

4,217

Change in net unrealized appreciation/depreciation

(670,693
)
(2,369,217
)
9,674,305

(7,340,216
)

Net realized and unrealized gain (loss)

(8,646,662
)
1,576,734

(11,603,561
)
(2,259,473
)

Net income (loss)
$
(8,596,778
) $
1,598,505
$
(11,509,632
) $
(2,230,247
)

See accompanying notes to financial statements.

Table of Contents

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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Shareholders’ equity, beginning of period
$
20,900,095
$
39,239,545
$
14,617,440
$
63,268,950

Addition of
1,550,000
,
100,000
,
2,850,000
and
750,000
shares, respectively

23,489,119

2,795,648

55,303,644

21,556,367

Redemption of
150,000
,
650,000
,
1,000,000
and
1,810,284
shares, respectively

(2,154,678
)
(17,918,100
)
(24,773,694
)
(56,879,472
)

Net addition (redemption) of
1,400,000
, (550,000),
1,850,000
and
(1,060,284)
shares, respectively

21,334,441

(15,122,452
)
30,529,950

(35,323,105
)

Net investment income (loss)

49,884

21,771

93,929

29,226

Net realized gain (loss)

(7,975,969
)
3,945,951

(21,277,866
)
5,080,743

Change in net unrealized appreciation/depreciation

(670,693
)
(2,369,217
)
9,674,305

(7,340,216
)

Net income (loss)

(8,596,778
)
1,598,505

(11,509,632
)
(2,230,247
)

Shareholders’ equity, end of period
$
33,637,758
$
25,715,598
$
33,637,758
$
25,715,598

See accompanying notes to financial statements.

Table of Contents

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

Six Months Ended
June 30,

2019

2018

Cash flow from operating activities

Net income (loss)
$
(11,509,632
) $
(2,230,247
)
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

(360,279,681
)
(1,227,372,111
)
Proceeds from sales or maturities of short-term U.S. government and agency obligations

360,846,346

1,260,597,907

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

(161,961
)
(220,680
)
Net realized gain (loss) on investments

(25
)
31

Change in unrealized appreciation/depreciation on investments

(515
)
(4,217
)
Decrease (Increase) in receivable on futures contracts

—

1,520,156

Decrease (Increase) in interest receivable

(17,364
)
(6,310
)
Increase (Decrease) in payable to Sponsor

(3,748
)
(22,765
)
Increase (Decrease) in payable on futures contracts

(2,401,095
)
312,516

Net cash provided by (used in) operating activities

(13,527,675
)
32,574,280

Cash flow from financing activities

Proceeds from addition of shares

57,832,401

21,882,807

Payment on shares redeemed

(24,773,694
)
(61,091,266
)

Net cash provided by (used in) financing activities

33,058,707

(39,208,459
)

Net increase (decrease) in cash

19,531,032

(6,634,179
)
Cash, beginning of period

7,030,602

14,716,897

Cash, end of period
$
26,561,634
$
8,082,718

See accompanying notes to financial statements.

Table of Contents

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

June 30, 2019
(unaudited)

December 31, 2018

Assets

Short-term U.S. government and agency obligations (Note 3) (cost $– and $
1,496,665
, respectively)
$
—
$
1,496,658

Cash

5,559,742

5,068,270

Segregated cash balances with brokers for foreign currency forward contracts

921,000

921,000

Unrealized appreciation on foreign currency forward contracts

42,971

61,971

Interest receivable

9,554

6,718

Total assets

6,533,267

7,554,617

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

725,173

—

Payable to Sponsor

4,976

6,015

Unrealized depreciation on foreign currency forward contracts

1,948

4,033

Total liabilities

732,097

10,048

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

5,801,170

7,544,569

Total liabilities and shareholders’ equity
$
6,533,267
$
7,554,617

Shares outstanding

400,000

500,000

Net asset value per share
$
14.50
$
15.09

Market value per share (Note 2)
$
14.51
$
15.12

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~ULTRASHORT GOLD~~

ULTRA EURO

SCHEDULE OF INVESTMENTS

~~SEPTEMBER~~

JUNE 30, ~~2017~~

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~~

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

Foreign Currency 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

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

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		07/12/19		5,708,031		$	6,495,745		$	21,638
Euro with UBS AG		07/12/19		5,921,240			6,738,377			21,333

Total Unrealized Appreciation									$	42,971

Contracts to Sell
Euro with Goldman Sachs International		07/12/19		(71,266	)	$	(81,101	)	$	(468	)
Euro with UBS AG		07/12/19		(1,362,265	)		(1,550,259	)		(1,480	)

Total Unrealized Depreciation									$	(1,948	)

^	The positions and counterparties herein are as of ~~September~~June 30, ~~2017.~~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.~~

*	~~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.

Table of Contents

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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Investment Income

Interest
$
35,464
$
24,676
$
74,967
$
49,755

Expenses

Management fee

16,541

21,340

35,215

44,932

Total expenses

16,541

21,340

35,215

44,932

Net investment income (loss)

18,923

3,336

39,752

4,823

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(132,599
)
(1,110,032
)
(359,872
)
(309,519
)
Short-term U.S. government and agency obligations

—

7

—

7

Net realized gain (loss)

(132,599
)
(1,110,025
)
(359,872
)
(309,512
)

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

208,561

46,013

(16,915
)
(436,206
)
Short-term U.S. government and agency obligations

16

333

7

568

Change in net unrealized appreciation/depreciation

208,577

46,346

(16,908
)
(435,638
)

Net realized and unrealized gain (loss)

75,978

(1,063,679
)
(376,780
)
(745,150
)

Net income (loss)
$
94,901
$
(1,060,343
) $
(337,028
) $
(740,327
)

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~ULTRASHORT GOLD~~

~~STATEMENT~~ULTRA EURO

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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Shareholders’ equity, beginning of period
$
7,857,207
$
9,952,883
$
7,544,569
$
9,591,516

Addition of –, 50,000, 50,000 and 150,000 shares, respectively

—

810,706

744,567

2,653,492

Redemption of 150,000, 50,000, 150,000 and 150,000 shares, respectively

(2,150,938
)
(854,650
)
(2,150,938
)
(2,656,085
)

Net addition (redemption) of (150,000), –, (100,000) and – shares, respectively

(2,150,938
)
(43,944
)
(1,406,371
)
(2,593
)

Net investment income (loss)

18,923

3,336

39,752

4,823

Net realized gain (loss)

(132,599
)
(1,110,025
)
(359,872
)
(309,512
)
Change in net unrealized appreciation/depreciation

208,577

46,346

(16,908
)
(435,638
)

Net income (loss)

94,901

(1,060,343
)
(337,028
)
(740,327
)

Shareholders’ equity, end of period
$
5,801,170
$
8,848,596
$
5,801,170
$
8,848,596

See accompanying notes to financial statements.

Table of Contents

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

Six Months Ended
June 30,

2019

2018

Cash flow from operating activities

Net income (loss)
$
(337,028
) $
(740,327
)
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

(63,632,024
)
(284,242,967
)
Proceeds from sales or maturities of short-term U.S. government and agency obligations

65,150,000

287,999,612

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

(21,311
)
(48,875
)
Net realized gain (loss) on investments

—

(7
)
Change in unrealized appreciation/depreciation on investments

16,908

435,638

Decrease (Increase) in interest receivable

(2,836
)
(561
)
Increase (Decrease) in payable to Sponsor

(1,039
)
(463
)

Net cash provided by (used in) operating activities

1,172,670

3,402,050

Cash flow from financing activities

Proceeds from addition of shares

744,567

2,653,492

Payment on shares redeemed

(1,425,765
)
(2,656,085
)

Net cash provided by (used in) financing activities

(681,198
)
(2,593
)

Net increase (decrease) in cash

491,472

3,399,457

Cash, beginning of period

5,989,270

2,338,427

Cash, end of period
$
6,480,742
$
5,737,884

See accompanying notes to financial statements.

Table of Contents

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

June 30, 2019

(unaudited)

December 31, 2018

Assets

Short-term U.S. government and agency obligations (Note 3) (cost $66,352,036 and $41,941,207, respectively)
$
66,365,963
$
41,941,734

Cash

11,451,265

32,035,747

Segregated cash balances with brokers for futures contracts

1,296,000

179,296

Segregated cash balances with brokers for forward agreements

—

8,883,000

Unrealized appreciation on swap agreements

6,364,233

—

Unrealized appreciation on forward agreements

—

4,253,301

Interest receivable

19,676

15,303

Total assets

85,497,137

87,308,381

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

—

3,712,654

Payable on open futures contracts

57,408

7,990

Payable to Sponsor

62,394

64,443

Total liabilities

119,802

3,785,087

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

85,377,335

83,523,294

Total liabilities and shareholders’ equity
$
85,497,137
$
87,308,381

Shares outstanding

1,950,000

2,250,000

Net asset value per share
$
43.78
$
37.12

Market value per share (Note 2)
$
43.80
$
37.41

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~ULTRASHORT SILVER~~

ULTRA GOLD

SCHEDULE OF INVESTMENTS

~~SEPTEMBER~~

JUNE 30, ~~2017~~

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


	Principal Amount		Value
Short-term U.S. government and agency obligations
(78% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407% due 07/18/19 †	$	17,600,000	$	17,582,961
2.421% due 08/01/19		14,000,000		13,975,648
2.370% due 08/29/19		13,000,000		12,955,258
2.061% due 09/26/19 †		6,000,000		5,970,203
2.140% due 11/07/19 †		16,000,000		15,881,893

Total short-term U.S. government and agency obligations (cost $66,352,036)			$	66,365,963

Futures Contracts ~~Sold~~

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

~~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 0.999 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

Purchased

Unrealized

Number of

Notional Amount

Appreciation

Contracts

at Value

(Depreciation)/Value

Gold Futures—COMEX, expires August 2019

309

43,683,330

2,832,628

Total Return Swap Agreements


								Unrealized
	Rate Paid			Termination		Notional Amount		Appreciation
	(Received) *			Date		at Value **		(Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Gold Subindex		0.25	%		07/08/19	$	43,120,440	$	2,159,447
Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex		0.25			07/08/19		39,623,699		1,984,333
Swap agreement with UBS AG based on Bloomberg Gold Subindex		0.25			07/08/19		44,338,615		2,220,453

Total Unrealized Appreciation								$	6,364,233

†	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~~June 30, ~~2017.~~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~~June 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,~~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.

Table of Contents

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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Investment Income

Interest
$
409,424
$
392,349
$
825,009
$
704,893

Expenses

Management fee

178,772

217,921

380,350

442,935

Brokerage commissions

2,566

9

3,787

28

Total expenses

181,338

217,930

384,137

442,963

Net investment income (loss)

228,086

174,419

440,872

261,930

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(364,225
)
(1,181
)
(371,978
)
6,179

Swap agreements

3,852,180

—

3,161,915

—

Forward agreements

—

(5,705,809
)
4,790,603

2,942,106

Short-term U.S. government and agency obligations

402

—

402

(172
)

Net realized gain (loss)

3,488,357

(5,706,990
)
7,580,942

2,948,113

Change in net unrealized appreciation/depreciation on

Futures contracts

3,037,989

(14,680
)
2,759,958

(20,600
)
Swap agreements

5,644,340

—

6,364,233

—

Forward agreements

—

(5,784,479
)
(4,253,301
)
(10,799,251
)
Short-term U.S. government and agency obligations

14,720

(4,670
)
13,400

8,535

Change in net unrealized appreciation/depreciation

8,697,049

(5,803,829
)
4,884,290

(10,811,316
)

Net realized and unrealized gain (loss)

12,185,406

(11,510,819
)
12,465,232

(7,863,203
)

Net income (loss)
$
12,413,492
$
(11,336,400
) $
12,906,104
$
(7,601,273
)

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA ~~BLOOMBERG CRUDE OIL~~

~~STATEMENT~~GOLD

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

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

Shareholders’ equity, beginning of period
$
72,777,302
$
95,302,043
$
83,523,294
$
93,708,748

Addition of 350,000, 100,000, 400,000 and 300,000 shares, respectively

12,976,110

3,830,660

14,864,857

12,216,052

Redemption of 350,000, 150,000, 700,000 and 400,000 shares, respectively

(12,789,569
)
(5,683,717
)
(25,916,920
)
(16,210,941
)

Net addition (redemption) of –, (50,000), (300,000) and (100,000) shares, respectively

186,541

(1,853,057
)
(11,052,063
)
(3,994,889
)

Net investment income (loss)

228,086

174,419

440,872

261,930

Net realized gain (loss)

3,488,357

(5,706,990
)
7,580,942

2,948,113

Change in net unrealized appreciation/depreciation

8,697,049

(5,803,829
)
4,884,290

(10,811,316
)

Net income (loss)

12,413,492

(11,336,400
)
12,906,104

(7,601,273
)

Shareholders’ equity, end of period
$
85,377,335
$
82,112,586
$
85,377,335
$
82,112,586

See accompanying notes to financial statements.

Table of Contents

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

Six Months Ended

June 30,

2019

2018

Cash flow from operating activities

Net income (loss)
$
12,906,104
$
(7,601,273
)
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

(736,475,693
)
(2,169,347,840
)
Proceeds from sales or maturities of short-term U.S. government and agency obligations

712,780,072

2,171,098,513

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

(714,806
)
(704,856
)
Net realized gain (loss) on investments

(402
)
172

Change in unrealized appreciation/depreciation on investments

(2,124,332
)
10,790,716

Decrease (Increase) in receivable on futures contracts

—

1,720

Decrease (Increase) in interest receivable

(4,373
)
—

Increase (Decrease) in payable to Sponsor

(2,049
)
(1,582
)
Increase (Decrease) in payable on futures contracts

49,418

—

Net cash provided by (used in) operating activities

(13,586,061
)
4,235,570

Cash flow from financing activities

Proceeds from addition of shares

14,864,857

12,216,052

Payment on shares redeemed

(29,629,574
)
(16,210,941
)

Net cash provided by (used in) financing activities

(14,764,717
)
(3,994,889
)

Net increase (decrease) in cash

(28,350,778
)
240,681

Cash, beginning of period

41,098,043

1,245,903

Cash, end of period
$
12,747,265
$
1,486,584

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRAPRO 3X CRUDE OIL ETF*

~~STATEMENT~~ULTRA SILVER

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.~~

June 30, 2019
(unaudited)

December 31, 2018

Assets

Short-term U.S. government and agency obligations (Note 3) (cost $133,118,938 and $123,793,893, respectively)
$
133,145,398
$
123,795,806

Cash

35,937,766

29,951,685

Segregated cash balances with brokers for futures contracts

2,391,840

521,057

Segregated cash balances with brokers for forward agreements

—

21,435,000

Unrealized appreciation on swap agreements

7,150,743

—

Unrealized appreciation on forward agreements

—

26,301,717

Interest receivable

64,029

16,306

Total assets

178,689,776

202,021,571

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

108,678

47,576

Payable to Sponsor

136,260

149,619

Total liabilities

244,938

197,195

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

178,444,838

201,824,376

Total liabilities and shareholders’ equity
$
178,689,776
$
202,021,571

Shares outstanding

7,246,526

7,646,526

Net asset value per share
$
24.62
$
26.39

Market value per share (Note 2)
$
24.65
$
26.37

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~ULTRAPRO 3X CRUDE OIL ETF~~

ULTRA SILVER

SCHEDULE OF INVESTMENTS

~~SEPTEMBER~~

JUNE 30, ~~2017~~

2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(75% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407% due 07/18/19 †	$	33,600,000	$	33,567,472
2.421% due 08/01/19 †		26,000,000		25,954,776
2.339% due 08/15/19		13,000,000		12,966,282
2.370% due 08/29/19 †		18,000,000		17,938,049
2.061% due 09/26/19		15,000,000		14,925,507
2.140% due 11/07/19 †		28,000,000		27,793,312

Total short-term U.S. government and agency obligations (cost $133,118,938)			$	133,145,398

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~~

~~(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

*	~~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 )

Unrealized

Number of

Notional Amount

Appreciation

Contracts

at Value

(Depreciation)/Value

Silver Futures—COMEX, expires September 2019

633

48,554,265

1,078,226

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	%		07/08/19	$	110,291,099	$	2,519,423
Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex		0.30			07/08/19		95,340,020		2,228,652
Swap agreement with UBS AG based on Bloomberg Silver Subindex		0.25			07/08/19		102,655,024		2,402,668

Total Unrealized Appreciation								$	7,150,743

†	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~~June 30, ~~2017.~~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~~June 30, ~~2017~~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.

Table of Contents

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

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

Investment Income

Interest
$
931,284
$
928,110
$
1,835,738
$
1,701,974

Expenses

Management fee

410,131

541,678

864,406

1,101,124

Brokerage commissions

9,085

21

13,702

31

Brokerage fees

—

—

3

—

Total expenses

419,216

541,699

878,111

1,101,155

Net investment income (loss)

512,068

386,411

957,627

600,819

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(1,491,784
)
3,130

(1,746,898
)
(920
)
Swap agreements

(6,523,969
)
—

(25,333,438
)
—

Forward agreements

—

(5,630,367
)
32,366,374

7,175,426

Short-term U.S. government and agency obligations

1

—

132

(372
)

Net realized gain (loss)

(8,015,752
)
(5,627,237
)
5,286,170

7,174,134

Change in net unrealized appreciation/depreciation on

Futures contracts

1,736,022

(4,000
)
737,490

(9,570
)
Swap agreements

6,738,164

—

7,150,743

—

Forward agreements

—

(4,039,563
)
(26,301,717
)
(35,884,045
)
Short-term U.S. government and agency obligations

27,203

1,991

24,547

34,993

Change in net unrealized appreciation/depreciation

8,501,389

(4,041,572
)
(18,388,937
)
(35,858,622
)

Net realized and unrealized gain (loss)

485,637

(9,668,809
)
(13,102,767
)
(28,684,488
)

Net income (loss)
$
997,705
$
(9,282,398
) $
(12,145,140
) $
(28,083,669
)

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA ~~GOLD~~

~~STATEMENT~~SILVER

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

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

Shareholders’ equity, beginning of period
$
171,571,571
$
221,863,281
$
201,824,376
$
258,244,696

Addition of 900,000, 400,000, 1,300,000 and 500,000 shares, respectively

20,942,106

12,308,742

31,578,388

15,385,625

Redemption of 650,000, 500,000, 1,700,000 and 1,100,000 shares, respectively

(15,066,544
)
(16,406,487
)
(42,812,786
)
(37,063,514
)

Net addition (redemption) of 250,000, (100,000), (400,000) and (600,000) shares, respectively

5,875,562

(4,097,745
)
(11,234,398
)
(21,677,889
)

Net investment income (loss)

512,068

386,411

957,627

600,819

Net realized gain (loss)

(8,015,752
)
(5,627,237
)
5,286,170

7,174,134

Change in net unrealized appreciation/depreciation

8,501,389

(4,041,572
)
(18,388,937
)
(35,858,622
)

Net income (loss)

997,705

(9,282,398
)
(12,145,140
)
(28,083,669
)

Shareholders’ equity, end of period
$
178,444,838
$
208,483,138
$
178,444,838
$
208,483,138

See accompanying notes to financial statements.

Table of Contents

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

Six Months Ended

June 30,

2019

2018

Cash flow from operating activities

Net income (loss)
$
(12,145,140
) $
(28,083,669
)
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

(1,328,212,359
)
(3,679,886,868
)
Proceeds from sales or maturities of short-term U.S. government and agency obligations

1,320,499,286

3,704,696,262

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

(1,611,840
)
(1,701,941
)
Net realized gain (loss) on investments

(132
)
372

Change in unrealized appreciation/depreciation on investments

19,126,427

35,849,052

Decrease (Increase) in receivable on futures contracts

—

650

Decrease (Increase) in interest receivable

(47,723
)
—

Increase (Decrease) in payable to Sponsor

(13,359
)
(11,099
)
Increase (Decrease) in payable on futures contracts

61,102

—

Net cash provided by (used in) operating activities

(2,343,738
)
30,862,759

Cash flow from financing activities

Proceeds from addition of shares

31,578,388

15,385,625

Payment on shares redeemed

(42,812,786
)
(40,418,365
)

Net cash provided by (used in) financing activities

(11,234,398
)
(25,032,740
)

Net increase (decrease) in cash

(13,578,136
)
5,830,019

Cash, beginning of period

51,907,742

4,466,934

Cash, end of period
$
38,329,606
$
10,296,953

See accompanying notes to financial statements.

Table of Contents

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

June 30, 2019

(unaudited)

December 31, 2018

Assets

Short-term U.S. government and agency obligations (Note 3) (cost $115,324,865 and $–, respectively)
$
115,356,906
$
—

Cash

68,389,186

104,967,557

Segregated cash balances with brokers for futures contracts

322,827,601

70,020,038

Segregated cash balances with brokers for swap agreements

14,053,000

27,933,000

Receivable from capital shares sold

16,710,212

8,149,949

Receivable on open futures contracts

18,830,062

11,407,017

Interest receivable

513,499

106,307

Total assets

556,680,466

222,583,868

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

24,679,890

6,745,146

Payable to Sponsor

444,799

202,902

Unrealized depreciation on swap agreements

2,214,313

1,330,949

Total liabilities

27,339,002

8,278,997

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

529,341,464

214,304,871

Total liabilities and shareholders’ equity
$
556,680,466
$
222,583,868

Shares outstanding

17,430,912

2,630,912

Net asset value per share
$
30.37
$
81.46

Market value per share (Note 2)
$
31.49
$
81.73

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA ~~SILVER~~

VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

~~SEPTEMBER~~

JUNE 30, ~~2017~~

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


	Principal Amount		Value
Short-term U.S. government and agency obligations
(22% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407% due 07/18/19	$	12,800,000	$	12,787,608
2.421% due 08/01/19		14,000,000		13,975,648
2.409% due 08/15/19		40,000,000		39,896,253
2.370% due 08/29/19		15,000,000		14,948,375
2.140% due 11/07/19		34,000,000		33,749,022

Total short-term U.S. government and agency obligations (cost $115,324,865)			$	115,356,906

Futures Contracts Purchased

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

~~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 0.999 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.~~


					Unrealized
	Number of		Notional Amount		Appreciation
	Contracts		at Value		(Depreciation)/Value
VIX Futures—CBOE, expires July 2019		27,397	$	425,338,425	$	(37,949,985	)
VIX Futures—CBOE, expires August 2019		19,933		330,389,475		(7,315,802	)

					$	(45,265,787	)

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		3.25	%		07/24/19	$	39,123,255	$	(2,214,313	)

Total Unrealized D epreciation								$	(2,214,313	)

^	The positions and counterparties herein are as of ~~September~~June 30, ~~2017.~~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~~June 30, ~~2017,~~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.

Table of Contents

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

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

Investment Income

Interest
$
2,683,047
$
573,151
$
4,101,153
$
1,239,894

Expenses

Management fee

1,356,237

1,004,304

2,321,769

1,847,115

Brokerage commissions

819,685

651,493

1,395,316

1,542,921

Brokerage fees

—

—

64

—

Non-recurring
fees and expenses

—

—

27,508

—

Total expenses

2,175,922

1,655,797

3,744,657

3,390,036

Net investment income (loss)

507,125

(1,082,646
)
356,496

(2,150,142
)

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(50,930,493
)
(118,198,965
)
(217,066,694
)
271,337,181

Swap agreements

(4,045,325
)
(37,618,139
)
(33,132,465
)
(10,544,505
)
Short-term U.S. government and agency obligations

(350
)
1,878

(350
)
(7,731
)
Net realized gain (loss)

(54,976,168
)
(155,815,226
)
(250,199,509
)
260,784,945

Change in net unrealized appreciation/depreciation on

Futures contracts

(37,254,397
)
5,613,735

(77,769,752
)
74,263,549

Swap agreements

(2,348,776
)
1,457,806

(883,364
)
264,480

Short-term U.S. government and agency obligations

40,081

(6,630
)
32,041

13,265

Change in net unrealized appreciation/depreciation

(39,563,092
)
7,064,911

(78,621,075
)
74,541,294

Net realized and unrealized gain (loss)

(94,539,260
)
(148,750,315
)
(328,820,584
)
335,326,239

Net income (loss)
$
(94,032,135
) $
(149,832,961
) $
(328,464,088
) $
333,176,097

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA ~~SILVER~~

~~STATEMENT~~VIX SHORT-TERM FUTURES ETF

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

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

Shareholders’ equity, beginning of period
$
547,243,246
$
323,581,300
$
214,304,871
$
394,035,141

Addition of 17,050,000, 7,670,000, 32,200,000 and 17,240,000 shares, respectively

585,834,908

504,498,351

1,314,412,456

1,199,577,093

Redemption of 13,650,000, 5,210,000, 17,400,000 and 19,000,000 shares, respectively

(509,704,555
)
(318,935,171
)
(670,911,775
)
(1,567,476,812
)

Net addition (redemption) of 3,400,000, 2,460,000, 14,800,000 and (1,760,000) shares, respectively

76,130,353

185,563,180

643,500,681

(367,899,719
)

Net investment income (loss)

507,125

(1,082,646
)
356,496

(2,150,142
)
Net realized gain (loss)

(54,976,168
)
(155,815,226
)
(250,199,509
)
260,784,945

Change in net unrealized appreciation/depreciation

(39,563,092
)
7,064,911

(78,621,075
)
74,541,294

Net income (loss)

(94,032,135
)
(149,832,961
)
(328,464,088
)
333,176,097

Shareholders’ equity, end of period
$
529,341,464
$
359,311,519
$
529,341,464
$
359,311,519

See accompanying notes to financial statements.

Table of Contents

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

Six Months Ended

June 30,

2019

2018

Cash flow from operating activities

Net income (loss)
$
(328,464,088
) $
333,176,097

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

(4,484,535,007
)
(5,924,241,418
)
Proceeds from sales or maturities of short-term U.S. government and agency obligations

4,370,237,635

6,169,565,730

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

(1,027,843
)
(783,794
)
Net realized gain (loss) on investments

350

7,731

Change in unrealized appreciation/depreciation on investments

851,323

(277,745
)
Decrease (Increase) in receivable on futures contracts

(7,423,045
)
6,186,505

Decrease (Increase) in interest receivable

(407,192
)
(79,464
)
Increase (Decrease) in payable to Sponsor

241,897

14,779

Increase (Decrease) in payable on futures contracts

17,934,744

10,736,763

Net cash provided by (used in) operating activities

(432,591,226
)
594,305,184

Cash flow from financing activities

Proceeds from addition of shares

1,305,852,193

1,200,094,023

Payment on shares redeemed

(670,911,775
)
(1,556,686,415
)

Net cash provided by (used in) financing activities

634,940,418

(356,592,392
)

Net increase (decrease) in cash

202,349,192

237,712,792

Cash, beginning of period

202,920,595

88,750,920

Cash, end of period
$
405,269,787
$
326,463,712

See accompanying notes to financial statements.

Table of Contents

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

June 30, 2019
(unaudited)

December 31, 2018

Assets

Short-term U.S. government and agency obligations (Note 3) (cost $3,980,487 and $–, respectively)
$
3,980,135
$
—

Cash

1,294,971

2,419,531

Segregated cash balances with brokers for foreign currency forward contracts

482,000

307,000

Unrealized appreciation on foreign currency forward contracts

48,415

179,187

Receivable from capital shares sold

—

2,846,576

Interest receivable

6,399

3,941

Total assets

5,811,920

5,756,235

Liabilities and shareholders’ equity

Liabilities

Payable to Sponsor

4,523

2,443

Unrealized depreciation on foreign currency forward contracts

—

2,076

Total liabilities

4,523

4,519

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

5,807,397

5,751,716

Total liabilities and shareholders’ equity
$
5,811,920
$
5,756,235

Shares outstanding

99,970

99,970

Net asset value per share
$
58.09
$
57.53

Market value per share (Note 2)
$
58.09
$
57.55

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA ~~EURO~~

YEN

SCHEDULE OF INVESTMENTS

~~SEPTEMBER~~

JUNE 30, ~~2017~~

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


	Principal Amount		Value
Short-term U.S. government and agency obligations
(69% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.061% due 09/26/19	$	4,000,000	$	3,980,135

Total short-term U.S. government and agency obligations (cost $3,980,487)			$	3,980,135

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

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

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		07/12/19		336,548,449		$	3,123,995		$	12,231
Yen with UBS AG		07/12/19		921,532,970			8,554,086			36,161

Total Unrealized Appreciation									$	48,392

Contracts to Sell
Yen with UBS AG		07/12/19		(6,364,462	)	$	(59,078	)	$	23

Total Unrealized Appreciation									$	23
Total Unrealized Appreciation									$	48,415

^	The positions and counterparties herein are as of ~~September~~June 30, ~~2017.~~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.

See accompanying notes to financial statements.

Table of Contents

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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Investment Income

Interest
$
18,875
$
4,582
$
45,884
$
8,736

Expenses

Management fee

9,207

7,109

21,645

14,332

Total expenses

9,207

7,109

21,645

14,332

Net investment income (loss)

9,668

(2,527
)
24,239

(5,596
)

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

171,283

(299,704
)
93,976

22,846

Net realized gain (loss)

171,283

(299,704
)
93,976

22,846

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

(16,099
)
22,366

(128,696
)
10,565

Short-term U.S. government and agency obligations

(352
)
202

(352
)
384

Change in net unrealized appreciation/depreciation

(16,451
)
22,568

(129,048
)
10,949

Net realized and unrealized gain (loss)

154,832

(277,136
)
(35,072
)
33,795

Net income (loss)
$
164,500
$
(279,663
) $
(10,833
) $
28,199

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA ~~EURO~~

~~STATEMENT~~YEN

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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Shareholders’ equity, beginning of period
$
5,563,510
$
3,172,131
$
5,751,716
$
2,864,269

Addition of 50,000, –, 100,000 and – shares, respectively

2,835,708

—

5,758,562

—

Redemption of 50,000, –, 100,000 and – shares, respectively

(2,756,321
)
—

(5,692,048
)
—

Net addition (redemption) of –, –, – and – shares, respectively

79,387

—

66,514

—

Net investment income (loss)

9,668

(2,527
)
24,239

(5,596
)
Net realized gain (loss)

171,283

(299,704
)
93,976

22,846

Change in net unrealized appreciation/depreciation

(16,451
)
22,568

(129,048
)
10,949

Net income (loss)

164,500

(279,663
)
(10,833
)
28,199

Shareholders’ equity, end of period
$
5,807,397
$
2,892,468
$
5,807,397
$
2,892,468

See accompanying notes to financial statements.

Table of Contents

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

Six Months Ended
June 30,

2019

2018

Cash flow from operating activities

Net income (loss)
$
(10,833
) $
28,199

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

(40,320,918
)
(9,291,238
)
Proceeds from sales or maturities of short-term U.S. government and agency obligations

36,350,000

10,300,000

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

(9,569
)
(8,529
)
Change in unrealized appreciation/depreciation on investments

129,048

(10,949
)
Decrease (Increase) in interest receivable

(2,458
)
(207
)
Increase (Decrease) in payable to Sponsor

2,080

(19
)

Net cash provided by (used in) operating activities

(3,862,650
)
1,017,257

Cash flow from financing activities

Proceeds from addition of shares

8,605,138

—

Payment on shares redeemed

(5,692,048
)
—

Net cash provided by (used in) financing activities

2,913,090

—

Net increase (decrease) in cash

(949,560
)
1,017,257

Cash, beginning of period

2,726,531

903,472

Cash, end of period
$
1,776,971
$
1,920,729

See accompanying notes to financial statements.

Table of Contents

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

June 30, 2019
(unaudited)

December 31, 2018

Assets

Short-term U.S. government and agency obligations (Note 3) (cost $71,592,523 and $20,979,000, respectively)
$
71,605,262
$
20,979,876

Cash

26,148,851

38,690,241

Segregated cash balances with brokers for futures contracts

22,368,239

24,892,125

Receivable from capital shares sold

—

2,597,148

Receivable on open futures contracts

—

551,842

Interest receivable

28,580

17,308

Total assets

120,150,932

87,728,540

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

5,119,356

—

Payable to Sponsor

78,016

61,498

Total liabilities

5,197,372

61,498

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

114,953,560

87,667,042

Total liabilities and shareholders’ equity
$
120,150,932
$
87,728,540

Shares outstanding

5,100,000

6,700,000

Net asset value per share
$
22.54
$
13.08

Market value per share (Note 2)
$
22.00
$
13.47

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~ULTRA YEN~~

ULTRAPRO 3X CRUDE OIL ETF

SCHEDULE OF INVESTMENTS

~~SEPTEMBER~~

JUNE 30, ~~2017~~

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^~~

   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


	Principal Amount		Value
Short-term U.S. government and agency obligations
(62% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407% due 07/18/19	$	16,800,000	$	16,783,736
2.421% due 08/01/19		16,000,000		15,972,170
2.382% due 08/15/19		13,000,000		12,966,282
2.370% due 08/29/19		8,000,000		7,972,466
2.061% due 09/26/19		18,000,000		17,910,608

Total short-term U.S. government and agency obligations (cost $71,592,523)			$	71,605,262

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil—NYMEX, expires September 2019		5,895	$	344,975,400	$	27,473,374

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

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRAPRO 3X CRUDE OIL ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019		2018
Investment Income
Interest	$	623,652		$	2,443		$	1,238,995	$	4,988

Expenses
Management fee		276,590			53,597			572,216		55,692
Brokerage commissions		86,065			13,797			152,933		19,473
Offering costs		—			—			—		52,846
Limitation by Sponsor		—			—			—		(26,957	)

Total expenses		362,655			67,394			725,149		101,054

Net investment income (loss)		260,997			(64,951	)		513,846		(96,066	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		3,901,537			1,740,951			26,174,406		3,361,776
Short-term U.S. government and agency obligations		1,465			—			1,465		—

Net realized gain (loss)		3,903,002			1,740,951			26,175,871		3,361,776

Change in net unrealized appreciation/depreciation on
Futures contracts		(13,232,019	)		6,901,529			50,924,735		8,487,486
Short-term U.S. government and agency obligations		11,809			—			11,863		—

Change in net unrealized appreciation/depreciation		(13,220,210	)		6,901,529			50,936,598		8,487,486

Net realized and unrealized gain (loss)		(9,317,208	)		8,642,480			77,112,469		11,849,262

Net income (loss)	$	(9,056,211	)	$	8,577,529		$	77,626,315	$	11,753,196

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRAPRO 3X CRUDE OIL ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Shareholders’ equity, beginning of period	$	128,015,075		$	16,203,957		$	87,667,042		$	11,335,483

Addition of 1,850,000, 400,000, 2,650,000 and 600,000 shares, respectively		37,853,982			21,640,854			54,155,798			29,844,757
Redemption of 1,500,000, 100,008, 4,250,000 and 250,008 shares, respectively		(41,859,286	)		(5,613,229	)		(104,495,595	)		(12,124,325	)

Net addition (redemption) of 350,000, 299,992, (1,600,000) and 349,992 shares, respectively		(4,005,304	)		16,027,625			(50,339,797	)		17,720,432

Net investment income (loss)		260,997			(64,951	)		513,846			(96,066	)
Net realized gain (loss)		3,903,002			1,740,951			26,175,871			3,361,776
Change in net unrealized appreciation/depreciation		(13,220,210	)		6,901,529			50,936,598			8,487,486

Net income (loss)		(9,056,211	)		8,577,529			77,626,315			11,753,196

Shareholders’ equity, end of period	$	114,953,560		$	40,809,111		$	114,953,560		$	40,809,111
												��

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRAPRO 3X CRUDE OIL ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	77,626,315		$	11,753,196
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		(1,724,800,805	)		—
Proceeds from sales or maturities of short-term U.S. government and agency obligations		1,675,064,386			—
Net amortization and accretion on short-term U.S. government and agency obligations		(875,639	)		—
Net realized gain (loss) on investments		(1,465	)		—
Change in unrealized appreciation/depreciation on investments		(11,863	)		—
Decrease (Increase) in receivable on futures contracts		551,842			(311,258	)
Decrease (Increase) in receivable in Limitation by Sponsor		—			24,342
Decrease (Increase) in interest receivable		(11,272	)		—
Amortization of offering costs		—			52,846
Increase (Decrease) in payable to Sponsor		16,518			23,651
Increase (Decrease) in payable on futures contracts		5,119,356			—

Net cash provided by (used in) operating activities		32,677,373			11,542,777

Cash flow from financing activities
Proceeds from addition of shares		56,752,946			29,844,757
Payment on shares redeemed		(104,495,595	)		(12,124,325	)

Net cash provided by (used in) financing activities		(47,742,649	)		17,720,432

Net increase (decrease) in cash		(15,065,276	)		29,263,209
Cash, beginning of period		63,582,366			10,968,900

Cash, end of period	$	48,517,090		$	40,232,109

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $ 6,387,402 and $–, respectively)	$	6,389,016	$	—
Cash		5,435,201		13,456,117
Segregated cash balances with brokers for futures contracts		3,000,240		5,303,112
Receivable on open futures contracts		520,562		—
Interest receivable		11,550		13,748

Total assets		15,356,569		18,772,977

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		89,382
Payable to Sponsor		14,004		18,496

Total liabilities		14,004		107,878

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		15,342,565		18,665,099

Total liabilities and shareholders’ equity	$	15,356,569	$	18,772,977

Shares outstanding		774,906		374,906

Net asset value per share	$	19.80	$	49.79

Market value per share (Note 2)	$	20.28	$	48.43

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
( 42 % of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407% due 07/18/19	$	2,400,000	$	2,397,677
2.421% due 08/01/19		3,000,000		2,994,781
2.370% due 08/29/19		1,000,000		996,558

Total short-term U.S. government and agency obligations (cost $ 6,387,402 )			$	6,389,016

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil—NYMEX, expires September 2019		787	$	46,055,240	$	(3,553,108	)

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

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Investment Income
Interest	$	105,502		$	2,063		$	177,007		$	6,267

Expenses
Management fee		46,370			52,273			80,673			55,810
Brokerage commissions		21,903			15,245			35,091			30,505
Offering costs		—			—			—			52,797
Limitation by Sponsor		—			—			—			(176	)

Total expenses		68,273			67,518			115,764			138,936

Net investment income (loss)		37,229			(65,455	)		61,243			(132,669	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		1,186,904			(6,793,148	)		(1,081,892	)		(11,469,115	)
Short-term U.S. government and agency obligations		122			—			122			—

Net realized gain (loss)		1,187,026			(6,793,148	)		(1,081,770	)		(11,469,115	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(1,076,230	)		(1,707,316	)		(10,572,583	)		(2,454,299	)
Short-term U.S. government and agency obligations		1,815			—			1,614			—

Change in net unrealized appreciation/depreciation		(1,074,415	)		(1,707,316	)		(10,570,969	)		(2,454,299	)

Net realized and unrealized gain (loss)		112,611			(8,500,464	)		(11,652,739	)		(13,923,414	)

Net income (loss)	$	149,840		$	(8,565,919	)	$	(11,591,496	)	$	(14,056,083	)

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Shareholders’ equity, beginning of period	$	17,007,260		$	26,950,309		$	18,665,099		$	21,161,176

Addition of 950,000, 600,000, 1,700,000 and 1,287,500 shares, respectively		19,505,574			14,093,624			38,162,256			37,920,908
Redemption of 1,000,000, 350,002, 1,300,000 and 662,596 shares, respectively		(21,320,109	)		(10,754,817	)		(29,893,294	)		(23,302,804	)

Net addition (redemption) of (50,000), 249,998, 400,000 and 624,904 shares, respectively		(1,814,535	)		3,338,807			8,268,962			14,618,104

Net investment income (loss)		37,229			(65,455	)		61,243			(132,669	)
Net realized gain (loss)		1,187,026			(6,793,148	)		(1,081,770	)		(11,469,115	)
Change in net unrealized appreciation/depreciation		(1,074,415	)		(1,707,316	)		(10,570,969	)		(2,454,299	)

Net income (loss)		149,840			(8,565,919	)		(11,591,496	)		(14,056,083	)

Shareholders’ equity, end of period	$	15,342,565		$	21,723,197		$	15,342,565		$	21,723,197

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(11,591,496	)	$	(14,056,083	)
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		(336,441,449	)		—
Proceeds from sales or maturities of short-term U.S. government and agency obligations		330,144,970			—
Net amortization and accretion on short-term U.S. government and agency obligations		(90,801	)		—
Net realized gain (loss) on investments		(122	)		—
Change in unrealized appreciation/depreciation on investments		(1,614	)		—
Decrease (Increase) in receivable on futures contracts		(520,562	)		—
Decrease (Increase) in receivable in Limitation by Sponsor		—			35,309
Decrease (Increase) in interest receivable		2,198			—
Amortization of offering costs		—			52,797
Increase (Decrease) in payable to Sponsor		(4,492	)		16,649
Increase (Decrease) in payable on futures contracts		(89,382	)		380,105

Net cash provided by (used in) operating activities		(18,592,750	)		(13,571,223	)

Cash flow from financing activities
Proceeds from addition of shares		38,162,256			35,989,061
Payment on shares redeemed		(29,893,294	)		(23,302,804	)

Net cash provided by (used in) financing activities		8,268,962			12,686,257

Net increase (decrease) in cash		(10,323,788	)		(884,966	)
Cash, beginning of period		18,759,229			21,600,168

Cash, end of period	$	8,435,441		$	20,715,202

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $2,986,433 and $299,548, respectively)	$	2,986,626	$	299,537
Cash		5,053,377		10,321,256
Segregated cash balances with brokers for futures contracts		353,430		433,125
Receivable on open futures contracts		—		6,300
Interest receivable		11,681		8,475

Total assets		8,405,114		11,068,693

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		34,377		—
Payable to Sponsor		6,672		8,360

Total liabilities		41,049		8,360

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		8,364,065		11,060,333

Total liabilities and shareholders’ equity	$	8,405,114	$	11,068,693

Shares outstanding		150,000		200,000

Net asset value per share	$	55.76	$	55.30

Market value per share (Note 2)	$	55.76	$	54.92

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

JUNE 30, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
( 36 % of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.370% due 08/29/19	$	1,000,000	$	996,558
2.061% due 09/26/19		2,000,000		1,990,068

Total short-term U.S. government and agency obligations (cost $ 2,986,433 )			$	2,986,626

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Australian Dollar Fx Currency Futures—CME, expires September 2019		238	$	16,745,680	$	(140,176	)

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

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018		2019			2018
Investment Income
Interest	$	47,222		$	23,124	$	95,764		$	44,263

Expenses
Management fee		19,898			17,184		40,978			36,668
Brokerage commissions		1,429			1,190		3,102			2,710

Total expenses		21,327			18,374		44,080			39,378

Net investment income (loss)		25,895			4,750		51,684			4,885

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		250,116			415,369		512,861			(704,621	)
Short-term U.S. government and agency obligations		—			—		—			(247	)

Net realized gain (loss)		250,116			415,369		512,861			(704,868	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(74,786	)		93,610		(652,001	)		1,284,990
Short-term U.S. government and agency obligations		193			539		204			1,288

Change in net unrealized appreciation/depreciation		(74,593	)		94,149		(651,797	)		1,286,278

Net realized and unrealized gain (loss)		175,523			509,518		(138,936	)		581,410

Net income (loss)	$	201,418		$	514,268	$	(87,252	)	$	586,295

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018		2019			2018
Shareholders’ equity, beginning of period	$	8,162,647		$	7,063,496	$	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)		25,895			4,750		51,684			4,885
Net realized gain (loss)		250,116			415,369		512,861			(704,868	)
Change in net unrealized appreciation/depreciation		(74,593	)		94,149		(651,797	)		1,286,278

Net income (loss)		201,418			514,268		(87,252	)		586,295

Shareholders’ equity, end of period	$	8,364,065		$	7,577,764	$	8,364,065		$	7,577,764

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(87,252	)	$	586,295
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		(127,013,643	)		(150,158,646	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		124,350,000			157,198,666
Net amortization and accretion on short-term U.S. government and agency obligations		(23,242	)		(43,404	)
Net realized gain (loss) on investments		—			247
Change in unrealized appreciation/depreciation on investments		(204	)		(1,288	)
Decrease (Increase) in receivable on futures contracts		6,300			—
Decrease (Increase) in interest receivable		(3,206	)		(221	)
Increase (Decrease) in payable to Sponsor		(1,688	)		(5,481	)
Increase (Decrease) in payable on futures contracts		34,377			44,169

Net cash provided by (used in) operating activities		(2,738,558	)		7,620,337

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		(5,347,574	)		909,704
Cash, beginning of period		10,754,381			1,782,397

Cash, end of period	$	5,406,807		$	2,692,101

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $ 36,295,562 and $ 27,967,127 , respectively)	$	36,303,067	$	27,967,534
Cash		47,757,703		22,869,986
Segregated cash balances with brokers for futures contracts		2,312,640		2,746,147
Segregated cash balances with brokers for swap agreements		—		14,356,000
Unrealized appreciation on swap agreements		—		20,646,726
Receivable from capital shares sold		1,632,122		25,458,885
Receivable on open futures contracts		298,760		432,627
Interest receivable		52,053		36,428

Total assets		88,356,345		114,514,333

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		260,156		48,600
Payable to Sponsor		50,394		88,422
Unrealized depreciation on swap agreements		9,999,452		—
Securities purchased payable		9,949,576		—

Total liabilities		20,259,578		137,022

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		68,096,767		114,377,311

Total liabilities and shareholders’ equity	$	88,356,345	$	114,514,333

Shares outstanding		4,039,884		3,839,884

Net asset value per share	$	16.86	$	29.79

Market value per share (Note 2)	$	17.12	$	29.28

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
( 53 % of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407% due 07/18/19 †	$	10,400,000	$	10,389,932
2.421% due 08/01/19 †		9,000,000		8,984,345
2.409% due 08/15/19 †		3,000,000		2,992,219
2.370% due 08/29/19 †		4,000,000		3,986,233
2.063% due 09/26/19		10,000,000		9,950,338

Total short-term U.S. government and agency obligations (cost $ 36,295,562 )			$	36,303,067

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil—NYMEX, expires September 2019		612	$	35,814,240	$	(1,550,493	)

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	%		07/08/19	$	(32,391,415	)	$	(3,234,411	)
Swap agreement with Goldman Sachs International based on Bloomberg WTI Crude Oil Subindex		0.25			07/08/19		(18,892,963	)		(1,908,195	)
Swap agreement with Royal Bank of Canada based on Bloomberg WTI Crude Oil Subindex		0.23			07/08/19		(21,105,665	)		(2,005,334	)
Swap agreement with Societe Generale based on Bloomberg WTI Crude Oil Subindex		0.25			07/08/19		(8,748,167	)		(831,294	)
Swap agreement with UBS AG based on Bloomberg WTI Crude Oil Subindex		0.25			07/08/19		(19,251,456	)		(2,020,218	)

Total Unrealized Depreciation									$	(9,999,452	)

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

^	The positions and counterparties herein are as of ~~September~~June 30, ~~2017.~~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 June 30, 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.

Table of Contents

PROSHARES ~~ULTRA YEN~~

ULTRASHORT BLOOMBERG CRUDE OIL

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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Investment Income

Interest
$
424,765
$
789,599
$
786,536
$
1,519,016

Expenses

Management fee

190,096

429,580

356,422

957,534

Brokerage commissions

18,872

16,521

28,502

28,502

Total expenses

208,968

446,101

384,924

986,036

Net investment income (loss)

215,797

343,498

401,612

532,980

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(1,994,174
)
(5,767,297
)
(5,183,906
)
(8,129,986
)
Swap agreements

12,117,296

(21,896,224
)
6,151,869

(67,629,685
)
Short-term U.S. government and agency obligations

1,200

545

1,200

358

Net realized gain (loss)

10,124,322

(27,662,976
)
969,163

(75,759,313
)

Change in net unrealized appreciation/depreciation on

Futures contracts

1,408,268

(2,472,115
)
(4,822,648
)
(3,199,301
)
Swap agreements

(3,960,062
)
(19,170,175
)
(30,646,178
)
(3,161,058
)
Short-term U.S. government and agency obligations

8,300

3,687

7,098

29,049

Change in net unrealized appreciation/depreciation

(2,543,494
)
(21,638,603
)
(35,461,728
)
(6,331,310
)

Net realized and unrealized gain (loss)

7,580,828

(49,301,579
)
(34,492,565
)
(82,090,623
)

Net income (loss)
$
7,796,625
$
(48,958,081
) $
(34,090,953
) $
(81,557,643
)

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~ULTRA YEN~~

~~STATEMENT~~ULTRASHORT BLOOMBERG CRUDE OIL

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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Shareholders’ equity, beginning of period
$
75,826,687
$
200,375,649
$
114,377,311
$
225,843,284

Addition of 4,850,000, 4,500,000, 8,250,000 and 8,700,000 shares, respectively

76,776,773

75,946,714

143,253,074

166,184,204

Redemption of 5,300,000, 2,650,000, 8,050,000 and 6,100,000 shares, respectively

(92,303,318
)
(49,851,698
)
(155,442,665
)
(132,957,261
)

Net addition (redemption) of (450,000), 1,850,000, 200,000 and 2,600,000 shares, respectively

(15,526,545
)
26,095,016

(12,189,591
)
33,226,943

Net investment income (loss)

215,797

343,498

401,612

532,980

Net realized gain (loss)

10,124,322

(27,662,976
)
969,163

(75,759,313
)
Change in net unrealized appreciation/depreciation

(2,543,494
)
(21,638,603
)
(35,461,728
)
(6,331,310
)

Net income (loss)

7,796,625

(48,958,081
)
(34,090,953
)
(81,557,643
)

Shareholders’ equity, end of period
$
68,096,767
$
177,512,584
$
68,096,767
$
177,512,584

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~ULTRA YEN~~

ULTRASHORT BLOOMBERG CRUDE OIL

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

Six Months Ended
June 30,

2019

2018

Cash flow from operating activities

Net income (loss)
$
(34,090,953
) $
(81,557,643
)
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

(1,262,653,154
)
(4,309,513,192
)
Proceeds from sales or maturities of short-term U.S. government and agency obligations

1,254,901,091

4,390,983,509

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

(575,172
)
(1,446,300
)
Net realized gain (loss) on investments

(1,200
)
(358
)
Change in unrealized appreciation/depreciation on investments

30,639,080

3,132,009

Decrease (Increase) in receivable on futures contracts

133,867

—

Decrease (Increase) in interest receivable

(15,625
)
(35,781
)
Increase (Decrease) in payable to Sponsor

(38,028
)
(58,799
)
Increase (Decrease) in payable on futures contracts

211,556

239,933

Increase (Decrease) in securities purchased payable 9,949,576
—

Net cash provided by (used in) operating activities

(1,538,962
)
1,743,378

Cash flow from financing activities

Proceeds from addition of shares

167,079,837

160,958,045

Payment on shares redeemed

(155,442,665
)
(132,957,261
)

Net cash provided by (used in) financing activities

11,637,172

28,000,784

Net increase (decrease) in cash

10,098,210

29,744,162

Cash, beginning of period

39,972,133

3,688,091

Cash, end of period
$
50,070,343
$
33,432,253

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~TRUST II~~

~~COMBINED~~ ULTRASHORT BLOOMBERG NATURAL GAS

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

June 30, 2019
(unaudited)

December 31, 2018

Assets

Short-term U.S. government and agency obligations (Note 3) (cost $799,110 and $299,715, respectively)
$
799,226
$
299,714

Cash

2,569,420

11,046,280

Segregated cash balances with brokers for futures contracts

475,471

7,709,942

Receivable on open futures contracts

1,740

3,096,239

Interest receivable

9,878

11,379

Total assets

3,855,735

22,163,554

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

—

4,321,588

Payable on open futures contracts

11,236

—

Payable to Sponsor

5,657

16,525

Total liabilities

16,893

4,338,113

Commitments and Contingencies (Note 2)

Shareholders’ equity

Shareholders’ equity

3,838,842

17,825,441

Total liabilities and shareholders’ equity
$
3,855,735
$
22,163,554

Shares outstanding

124,832

824,832

Net asset value per share
$
30.75
$
21.61

Market value per share (Note 2)
$
30.58
$
21.22

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~TRUST II~~

~~COMBINED STATEMENTS~~ULTRASHORT BLOOMBERG NATURAL GAS

SCHEDULE OF ~~OPERATIONS~~

INVESTMENTS

JUNE 30, 2019

(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 )


	Principal Amount		Value
Short-term U.S. government and agency obligations
(21% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407% due 07/18/19	$	800,000	$	799,226

Total short-term U.S. government and agency obligations (cost $799,110)			$	799,226

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Natural Gas—NYMEX, expires September 2019		336	$	7,667,520	$	(24,924	)

*^^	~~The operations include~~Rates shown represent discount rate at the ~~activity~~time 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.~~purchase.

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~TRUST II~~

~~COMBINED STATEMENT~~ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF ~~CHANGES IN SHAREHOLDERS’ EQUITY~~

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

OPERATIONS

(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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Investment Income

Interest
$
48,278
$
15,929
$
108,153
$
31,067

Expenses

Management fee

20,378

12,902

49,069

29,447

Brokerage commissions

16,181

5,591

27,881

13,771

Total expenses

36,559

18,493

76,950

43,218

Net investment income (loss)

11,719

(2,564
)
31,203

(12,151
)

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

3,449,841

(759,484
)
14,769,166

(12,513
)

Net realized gain (loss)

3,449,841

(759,484
)
14,769,166

(12,513
)

Change in net unrealized appreciation/depreciation on

Futures contracts

(546,368
)
171,317

(10,862,913
)
1,103,321

Short-term U.S. government and agency obligations

183

273

117

189

Change in net unrealized appreciation/depreciation

(546,185
)
171,590

(10,862,796
)
1,103,510

Net realized and unrealized gain (loss)

2,903,656

(587,894
)
3,906,370

1,090,997

Net income (loss)
$
2,915,375
$
(590,458
) $
3,937,573
$
1,078,846

See accompanying notes to financial statements.

Table of Contents

PROSHARES ~~TRUST II~~

~~COMBINED~~ ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF ~~CASH FLOWS~~

CHANGES IN SHAREHOLDERS’ EQUITY

(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
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

Shareholders’ equity, beginning of period
$
13,019,491
$
5,352,309
$
17,825,441
$
6,902,743

Addition of 250,000, 100,000, 500,000 and 350,000 shares, respectively

6,919,017

4,089,518

11,032,627

13,141,010

Redemption of 700,000, 50,000, 1,200,000 and 350,000 shares, respectively

(19,015,041
)
(2,104,520
)
(28,956,799
)
(14,375,750
)

Net addition (redemption) of (450,000), 50,000, (700,000) and – shares, respectively

(12,096,024
)
1,984,998

(17,924,172
)
(1,234,740
)

Net investment income (loss)

11,719

(2,564
)
31,203

(12,151
)
Net realized gain (loss)

3,449,841

(759,484
)
14,769,166

(12,513
)
Change in net unrealized appreciation/depreciation

(546,185
)
171,590

(10,862,796
)
1,103,510

Net income (loss)

2,915,375

(590,458
)
3,937,573

1,078,846

Shareholders’ equity, end of period
$
3,838,842
$
6,746,849
$
3,838,842
$
6,746,849

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	3,937,573		$	1,078,846
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		(194,019,735	)		(378,766,326	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		193,550,000			378,700,000
Net amortization and accretion on short-term U.S. government and agency obligations		(29,660	)		(26,936	)
Change in unrealized appreciation/depreciation on investments		(117	)		(189	)
Decrease (Increase) in receivable on futures contracts		3,094,499			(70,049	)
Decrease (Increase) in interest receivable		1,501			(629	)
Increase (Decrease) in payable to Sponsor		(10,868	)		1,721
Increase (Decrease) in payable on futures contracts		11,236			(104,104	)

Net cash provided by (used in) operating activities		6,534,429			812,334

Cash flow from financing activities
Proceeds from addition of shares		11,032,627			13,141,010
Payment on shares redeemed		(33,278,387	)		(14,375,750	)

Net cash provided by (used in) financing activities		(22,245,760	)		(1,234,740	)

Net increase (decrease) in cash		(15,711,331	)		(422,406	)
Cash, beginning of period		18,756,222			3,010,206

Cash, end of period	$	3,044,891		$	2,587,800

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2019
	(unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $124,480,160 and $121,798,837, respectively)	$	124,508,477	$	121,801,685
Cash		11,083,533		33,215,995
Segregated cash balances with brokers for foreign currency forward contracts		—		3,138,000
Unrealized appreciation on foreign currency forward contracts		37,719		104,074
Interest receivable		28,165		15,999

Total assets		135,657,894		158,275,753

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		2,427,020
Payable to Sponsor		106,495		128,696
Unrealized depreciation on foreign currency forward contracts		977,928		1,599,878

Total liabilities		1,084,423		4,155,594

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		134,573,471		154,120,159

Total liabilities and shareholders’ equity	$	135,657,894	$	158,275,753

Shares outstanding		5,300,000		6,350,000

Net asset value per share	$	25.39	$	24.27

Market value per share (Note 2)	$	25.34	$	24.25

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(93% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407% due 07/18/19 †	$	28,000,000	$	27,972,893
2.421% due 08/01/19 †		15,000,000		14,973,909
2.370% due 08/29/19 †		11,000,000		10,962,142
2.263% due 09/12/19 †		32,000,000		31,865,680
2.061% due 09/26/19		9,000,000		8,955,304
2.140% due 11/07/19 †		30,000,000		29,778,549

Total short-term U.S. government and agency obligations (cost $124,480,160)			$	124,508,477

Foreign Currency Forward Contracts


									Unrealized
									Appreciation
			Contract Amount			Contract Amount			(Depreciation)/
	Settlement Date		in Local Currency			in U.S. Dollars			Value
Contracts to Purchase
Euro with Goldman Sachs International		07/12/19		5,149,992		$	5,860,696		$	41,737
Euro with UBS AG		07/12/19		4,521,641			5,145,632			(4,018	)

Total Unrealized Appreciation									$	37,719

Contracts to Sell
Euro with Goldman Sachs International		07/12/19		(113,562,310	)	$	(129,234,023	)	$	(431,911	)
Euro with UBS AG		07/12/19		(132,301,410	)		(150,559,137	)		(546,017	)

Total Unrealized Depreciation									$	(977,928	)

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

^	The positions and counterparties herein are as of June 30, 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.

Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Investment Income
Interest	$	805,304		$	783,229		$	1,579,922		$	1,401,213

Expenses
Management fee		334,048			460,782			674,193			910,637

Total expenses		334,048			460,782			674,193			910,637

Net investment income (loss)		471,256			322,447			905,729			490,576

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		1,947,377			22,934,693			5,276,619			4,011,451
Short-term U.S. government and agency obligations		(7	)		(47	)		(7	)		(228	)

Net realized gain (loss)		1,947,370			22,934,646			5,276,612			4,011,223

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(3,873,835	)		(342,410	)		555,595			9,744,219
Short-term U.S. government and agency obligations		30,086			7,576			25,469			27,895

Change in net unrealized appreciation/depreciation		(3,843,749	)		(334,834	)		581,064			9,772,114

Net realized and unrealized gain (loss)		(1,896,379	)		22,599,812			5,857,676			13,783,337

Net income (loss)	$	(1,425,123)		$	22,922,259		$	6,763,405		$	14,273,913

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Shareholders’ equity, beginning of period	$	151,445,608		$	188,023,376		$	154,120,159		$	202,548,197

Addition of 100,000, 500,000, 350,000 and 1,000,000 shares, respectively		2,529,264			10,395,663			8,834,696			20,753,604
Redemption of 700,000, 1,950,000, 1,400,000 and 2,750,000 shares, respectively		(17,976,278	)		(43,607,037	)		(35,144,789	)		(59,841,453	)

Net addition (redemption) of (600,000), (1,450,000), (1,050,000) and (1,750,000) shares, respectively		(15,447,014	)		(33,211,374	)		(26,310,093	)		(39,087,849	)

Net investment income (loss)		471,256			322,447			905,729			490,576
Net realized gain (loss)		1,947,370			22,934,646			5,276,612			4,011,223
Change in net unrealized appreciation/depreciation		(3,843,749	)		(334,834	)		581,064			9,772,114

Net income (loss)		(1,425,123	)		22,922,259			6,763,405			14,273,913

Shareholders’ equity, end of period	$	134,573,471		$	177,734,261		$	134,573,471		$	177,734,261

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	6,763,405		$	14,273,913
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		(1,268,345,577	)		(2,811,305,567	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		1,267,088,249			2,875,785,199
Net amortization and accretion on short-term U.S. government and agency obligations		(1,424,002	)		(1,334,784	)
Net realized gain (loss) on investments		7			228
Change in unrealized appreciation/depreciation on investments		(581,064	)		(9,772,114	)
Decrease (Increase) in interest receivable		(12,166	)		(37,642	)
Increase (Decrease) in payable to Sponsor		(22,201	)		(23,307	)

Net cash provided by (used in) operating activities		3,466,651			67,585,926

Cash flow from financing activities
Proceeds from addition of shares		8,834,696			20,753,604
Payment on shares redeemed		(37,571,809	)		(59,841,453	)

Net cash provided by (used in) financing activities		(28,737,113	)		(39,087,849	)

Net increase (decrease) in cash		(25,270,462	)		28,498,077
Cash, beginning of period		36,353,995			4,293,895

Cash, end of period	$	11,083,533		$	32,791,972

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2019
	(unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $11,958,472 and $3,989,775, respectively)	$	11,960,240	$	3,989,563
Cash		7,047,333		12,563,184
Segregated cash balances with brokers for futures contracts		382,000		38,148
Segregated cash balances with brokers for forward agreements		—		2,502,000
Receivable on open futures contracts		—		1,700
Interest receivable		9,555		10,500

Total assets		19,399,128		19,105,095

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		44,120		—
Payable to Sponsor		12,701		15,312
Unrealized depreciation on swap agreements		1,183,904		—
Unrealized depreciation on forward agreements		—		990,786

Total liabilities		1,240,725		1,006,098

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		18,158,403		18,098,997

Total liabilities and shareholders’ equity	$	19,399,128	$	19,105,095

Shares outstanding		296,977		246,978

Net asset value per share	$	61.14	$	73.28

Market value per share (Note 2)	$	61.10	$	72.84

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(66% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.421% due 08/01/19 †	$	1,000,000	$	998,261
2.339% due 08/15/19 †		7,000,000		6,981,844
2.061% due 09/26/19		4,000,000		3,980,135

Total short-term U.S. government and agency obligations (cost $11,958,472)			$	11,960,240

Futures Contracts Sold


					Unrealized
	Number of		Notional Amount		Appreciation
	Contracts		at Value		(Depreciation)/Value
Gold Futures—COMEX, expires August 2019		91	$	12,864,670	$	(319,628	)

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	%		07/08/19	$	(9,390,533	)	$	(472,961	)
Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex		0.20			07/08/19		(7,443,910	)		(374,705	)
Swap agreement with UBS AG based on Bloomberg Gold Subindex		0.25			07/08/19		(6,675,900	)		(336,238	)

Total Unrealized Depreciation									$	(1,183,904	)

†	All or partial amount pledged as collateral for swap agreements.

^	The positions and counterparties herein are as of June 30, 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 June 30, 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.

Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018		2019			2018
Investment Income
Interest	$	102,278		$	114,979	$	197,489		$	205,123

Expenses
Management fee		48,056			67,143		95,018			134,889
Brokerage commissions		1,640			8		2,418			28

Total expenses		49,696			67,151		97,436			134,917

Net investment income (loss)		52,582			47,828		100,053			70,206

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(665,001	)		1,160		(677,942	)		(6,140	)
Swap agreements		(1,236,071	)		—		(1,273,885	)		—
Forward agreements		—			1,571,760		(1,118,149	)		(1,690,815	)
Short-term U.S. government and agency obligations		337			24		337			152

Net realized gain (loss)		(1,900,735	)		1,572,944		(3,069,639	)		(1,696,803	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(357,062	)		14,640		(287,848	)		20,540
Swap agreements		(1,001,817	)		—		(1,183,904	)		—
Forward agreements		—			1,864,830		990,786			3,764,869
Short-term U.S. government and agency obligations		1,867			1,859		1,980			4,028

Change in net unrealized appreciation/depreciation		(1,357,012	)		1,881,329		(478,986	)		3,789,437

Net realized and unrealized gain (loss)		(3,257,747	)		3,454,273		(3,548,625	)		2,092,634

Net income (loss)	$	(3,205,165	)	$	3,502,101	$	(3,448,572	)	$	2,162,840

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Shareholders’ equity, beginning of period	$	21,506,707		$	30,009,467		$	18,098,997		$	31,497,410

Addition of 300,000, 50,000, 400,000 and 250,000 shares, respectively		21,408,838			3,225,178			28,645,711			16,527,151
Redemption of 300,000, 150,000, 350,001 and 350,000 shares, respectively		(21,551,977	)		(10,488,745	)		(25,137,733	)		(23,939,400	)

Net addition (redemption) of –, (100,000), 49,999 and (100,000) shares, respectively		(143,139	)		(7,263,567	)		3,507,978			(7,412,249	)

Net investment income (loss)		52,582			47,828			100,053			70,206
Net realized gain (loss)		(1,900,735	)		1,572,944			(3,069,639	)		(1,696,803	)
Change in net unrealized appreciation/depreciation		(1,357,012	)		1,881,329			(478,986	)		3,789,437

Net income (loss)		(3,205,165	)		3,502,101			(3,448,572	)		2,162,840

Shareholders’ equity, end of period	$	18,158,403		$	26,248,001		$	18,158,403		$	26,248,001

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(3,448,572	)	$	2,162,840
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		(321,841,257	)		(879,165,918	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		313,978,906			888,398,356
Net amortization and accretion on short-term U.S. government and agency obligations		(106,009	)		(205,092	)
Net realized gain (loss) on investments		(337	)		(152	)
Change in unrealized appreciation/depreciation on investments		191,138			(3,768,897	)
Decrease (Increase) in receivable on futures contracts		1,700			—
Decrease (Increase) in interest receivable		945			—
Increase (Decrease) in payable to Sponsor		(2,611	)		(3,228	)
Increase (Decrease) in payable on futures contracts		44,120			(1,720	)

Net cash provided by (used in) operating activities		(11,181,977	)		7,416,189

Cash flow from financing activities
Proceeds from addition of shares		28,645,711			16,527,151
Payment on shares redeemed		(25,137,733	)		(23,939,400	)

Net cash provided by (used in) financing activities		3,507,978			(7,412,249	)

Net increase (decrease) in cash		(7,673,999	)		3,940
Cash, beginning of period		15,103,332			1,035,445

Cash, end of period	$	7,429,333		$	1,039,385

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2019
	(unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $8,579,058 and $3,294,789, respectively)	$	8,581,149	$	3,294,766
Cash		5,951,967		5,677,665
Segregated cash balances with brokers for futures contracts		226,800		44,431
Segregated cash balances with brokers for forward agreements		—		4,554,000
Interest receivable		7,396		7,847

Total assets		14,767,312		13,578,709

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		22,843		5,720
Payable to Sponsor		11,875		11,115
Unrealized depreciation on swap agreements		706,553		—
Unrealized depreciation on forward agreements		—		1,793,011

Total liabilities		741,271		1,809,846

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		14,026,041		11,768,863

Total liabilities and shareholders’ equity	$	14,767,312	$	13,578,709

Shares outstanding		366,976		316,976

Net asset value per share	$	38.22	$	37.13

Market value per share (Note 2)	$	38.18	$	37.10

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
( 61 % of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407 % due 07/18/19 †	$	1,600,000	$	1,598,451
2.421% due 08/01/19		1,000,000		998,260
2.339% due 08/15/19 †		6,000,000		5,984,438

Total short-term U.S. government and agency obligations (cost $8,579,058)			$	8,581,149

Futures Contracts Sold


				Unrealized
	Number of	Notional Amount		Appreciation
	Contracts	at Value		(Depreciation)/Value
Silver Futures—COMEX, expires September 2019	60	$	4,602,299	$	(64,311	)

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	%		07/08/19	$	(8,558,305	)	$	(234,050	)
Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex		0.25			07/08/19		(7,593,488	)		(179,963	)
Swap agreement with UBS AG based on Bloomberg Silver Subindex		0.25			07/08/19		(7,293,546	)		(292,540	)

Total Unrealized Depreciation									$	(706,553	)

†	All or partial amount pledged as collateral for swap agreements.

^	The positions and counterparties herein are as of June 30, 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 June 30, 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.

Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Investment Income
Interest	$	86,447		$	84,825		$	156,561		$	143,417

Expenses
Management fee		41,444			51,734			78,655			97,129
Brokerage commissions		2,826			16			4,175			26

Total expenses		44,270			51,750			82,830			97,155

Net investment income (loss)		42,177			33,075			73,731			46,262

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		351,043			(2,018	)		146,509			1,982
Swap agreements		118,410			—			1,077,300			—
Forward agreements		—			336,503			(2,144,498	)		(1,264,338	)
Short-term U.S. government and agency obligations		78			—			78			(2,032	)

Net realized gain (loss)		469,531			334,485			(920,611	)		(1,264,388	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(462,919	)		4,050			(19,394	)		9,620
Swap agreements		(605,662	)		—			(706,553	)		—
Forward agreements		—			471,242			1,793,011			3,168,948
Short-term U.S. government and agency obligations		2,292			1,498			2,114			4,272

Change in net unrealized appreciation/depreciation		(1,066,289	)		476,790			1,069,178			3,182,840

Net realized and unrealized gain (loss)		(596,758	)		811,275			148,567			1,918,452

Net income (loss)	$	(554,581	)	$	844,350		$	222,298		$	1,964,714

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Shareholders’ equity, beginning of period	$	20,253,916		$	20,934,105		$	11,768,863		$	14,806,259

Addition of 250,000, 200,000, 550,000 and 650,000 shares, respectively		10,504,977			6,367,292			21,734,371			21,143,589
Redemption of 400,000, 150,000, 500,000 and 450,000 shares, respectively		(16,178,271	)		(4,952,967	)		(19,699,491	)		(14,721,782	)

Net addition (redemption) of (150,000), 50,000, 50,000 and 200,000 shares, respectively		(5,673,294	)		1,414,325			2,034,880			6,421,807

Net investment income (loss)		42,177			33,075			73,731			46,262
Net realized gain (loss)		469,531			334,485			(920,611	)		(1,264,388	)
Change in net unrealized appreciation/depreciation		(1,066,289	)		476,790			1,069,178			3,182,840

Net income (loss)		(554,581	)		844,350			222,298			1,964,714

Shareholders’ equity, end of period	$	14,026,041		$	23,192,780		$	14,026,041		$	23,192,780

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended
	June 30,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	222,298		$	1,964,714
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		(242,535,041	)		(457,648,458	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		237,338,927			456,171,519
Net amortization and accretion on short-term U.S. government and agency obligations		(88,077	)		(143,385	)
Net realized gain (loss) on investments		(78	)		2,032
Change in unrealized appreciation/depreciation on investments		(1,088,572	)		(3,173,220	)
Decrease (Increase) in interest receivable		451			—
Increase (Decrease) in payable to Sponsor		760			(724	)
Increase (Decrease) in payable on futures contracts		17,123			(650	)

Net cash provided by (used in) operating activities		(6,132,209	)		(2,828,172	)

Cash flow from financing activities
Proceeds from addition of shares		21,734,371			21,143,589
Payment on shares redeemed		(19,699,491	)		(17,893,559	)

Net cash provided by (used in) financing activities		2,034,880			3,250,030

Net increase (decrease) in cash		(4,097,329	)		421,858
Cash, beginning of period		10,276,096			1,363,644

Cash, end of period	$	6,178,767		$	1,785,502

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2019
	(unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $40,063,033 and $34,950,807, respectively)	$	40,073,876	$	34,951,229
Cash		8,056,005		21,879,254
Segregated cash balances with brokers for foreign currency forward contracts		—		1,691,000
Unrealized appreciation on foreign currency forward contracts		—		678,152
Interest receivable		19,958		14,973

Total assets		48,149,839		59,214,608

Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		37,691		49,037
Unrealized depreciation on foreign currency forward contracts		416,803		3,801,896

Total liabilities		454,494		3,850,933

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		47,695,345		55,363,675

Total liabilities and shareholders’ equity	$	48,149,839	$	59,214,608

Shares outstanding		649,290		749,290

Net asset value per share	$	73.46	$	73.89

Market value per share (Note 2)	$	73.46	$	73.86

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(84% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407% due 07/18/19 †	$	3,200,000	$	3,196,902
2.421% due 08/01/19 †		1,000,000		998,261
2.409% due 08/15/19 †		21,000,000		20,945,532
2.370% due 08/29/19 †		1,000,000		996,558
2.263% due 09/12/19 †		8,000,000		7,966,420
2.061% due 09/26/19 †		6,000,000		5,970,203

Total short-term U.S. government and agency obligations (cost $40,063,033)			$	40,073,876

Foreign Currency Forward Contracts


									Unrealized
			Contract Amount			Contract Amount			Appreciation
	Settlement Date		in Local Currency			in U.S. Dollars			(Depreciation)/ Value
Contracts to Purchase
Yen with Goldman Sachs International		07/12/19		322,672,886		$	2,995,195		$	(9,973	)

Total Unrealized Depreciation									$	(9,973	)

Contracts to Sell
Yen with Goldman Sachs International		07/12/19		(5,474,654,493	)	$	(50,818,217	)	$	(213,137	)
Yen with UBS AG		07/12/19		(5,105,752,383	)		(47,393,901	)		(193,693	)

Total Unrealized Depreciation									$	(406,830	)
Total Unrealized Depreciation									$	(416,803	)

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

^	The positions and counterparties herein are as of June 30, 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.

Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Investment Income
Interest	$	298,433		$	358,903		$	590,801		$	671,423

Expenses
Management fee		122,990			207,241			247,784			438,360

Total expenses		122,990			207,241			247,784			438,360

Net investment income (loss)		175,443			151,662			343,017			233,063

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(2,600,562	)		8,333,424			(2,943,970	)		(2,918,979	)
Short-term U.S. government and agency obligations		—			—			(72	)		3

Net realized gain (loss)		(2,600,562	)		8,333,424			(2,944,042	)		(2,918,976	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		273,224			(417,848	)		2,706,941			(833,945	)
Short-term U.S. government and agency obligations		10,458			2,983			10,421			15,236

Change in net unrealized appreciation/depreciation		283,682			(414,865	)		2,717,362			(818,709	)

Net realized and unrealized gain (loss)		(2,316,880	)		7,918,559			(226,680	)		(3,737,685	)

Net income (loss)	$	(2,141,437	)	$	8,070,221		$	116,337		$	(3,504,622	)

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Shareholders’ equity, beginning of period	$	49,650,541		$	87,308,862		$	55,363,675		$	131,077,453

Addition of 50,000, 50,000, 450,000 and 100,000 shares, respectively		3,859,717			3,561,927			34,403,213			7,078,646
Redemption of 50,000, 200,000, 550,000 and 700,000 shares, respectively		(3,673,476	)		(14,483,465	)		(42,187,880	)		(50,193,932	)

Net addition (redemption) of –, (150,000), (100,000) and (600,000) shares, respectively		186,241			(10,921,538	)		(7,784,667	)		(43,115,286	)

Net investment income (loss)		175,443			151,662			343,017			233,063
Net realized gain (loss)		(2,600,562	)		8,333,424			(2,944,042	)		(2,918,976	)
Change in net unrealized appreciation/depreciation		283,682			(414,865	)		2,717,362			(818,709	)

Net income (loss)		(2,141,437	)		8,070,221			116,337			(3,504,622	)

Shareholders’ equity, end of period	$	47,695,345		$	84,457,545		$	47,695,345		$	84,457,545

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	116,337		$	(3,504,622	)
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		(601,357,534	)		(1,614,516,187	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		596,730,872			1,666,199,781
Net amortization and accretion on short-term U.S. government and agency obligations		(485,636	)		(671,139	)
Net realized gain (loss) on investments		72			(3	)
Change in unrealized appreciation/depreciation on investments		(2,717,362	)		818,709
Decrease (Increase) in interest receivable		(4,985	)		(284	)
Increase (Decrease) in payable to Sponsor		(11,346	)		(39,284	)

Net cash provided by (used in) operating activities		(7,729,582	)		48,286,971

Cash flow from financing activities
Proceeds from addition of shares		34,403,213			7,078,646
Payment on shares redeemed		(42,187,880	)		(53,953,915	)

Net cash provided by (used in) financing activities		(7,784,667	)		(46,875,269	)

Net increase (decrease) in cash		(15,514,249	)		1,411,702
Cash, beginning of period		23,570,254			1,582,684

Cash, end of period	$	8,056,005		$	2,994,386

See accompanying notes to financial statements.

Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $18,721,741 and $–, respectively)	$	18,728,205	$	—
Cash		12,453,474		48,860,400
Segregated cash balances with brokers for futures contracts		7,222,800		8,682,024
Interest receivable		28,786		29,104

Total assets		38,433,265		57,571,528

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		674,832
Payable on open futures contracts		653,972		565,495
Payable to Sponsor		22,884		32,080

Total liabilities		676,856		1,272,407

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		37,756,409		56,299,121

Total liabilities and shareholders’ equity	$	38,433,265	$	57,571,528

Shares outstanding		1,762,403		2,112,403

Net asset value per share	$	21.42	$	26.65

Market value per share (Note 2)	$	21.63	$	26.74

See accompanying notes to financial statements.

Table of Contents

PROSHARES VIX

MID-TERM

FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(50% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.407% due 07/18/19	$	800,000	$	799,226
2.370% due 08/29/19		6,000,000		5,979,350
2.263% due 09/12/19		12,000,000		11,949,629

Total short-term U.S. government and agency obligations (cost $18,721,741)			$	18,728,205

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures—CBOE, expires October 2019		428	$	7,308,100	$	24,233
VIX Futures—CBOE, expires November 2019		739		12,618,425		(210,775	)
VIX Futures—CBOE, expires December 2019		739		12,433,675		(404,425	)
VIX Futures—CBOE, expires January 2020		311		5,388,075		(82,715	)

Total Unrealized Depreciation					$	(673,682	)

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

See accompanying notes to financial statements.

Table of Contents

PROSHARES VIX

MID-TERM

FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Investment Income
Interest	$	225,718		$	48,342		$	491,131		$	110,046

Expenses
Management fee		82,759			42,445			188,570			97,404
Brokerage commissions		9,353			3,126			19,689			14,358

Total expenses		92,112			45,571			208,259			111,762

Net investment income (loss)		133,606			2,771			282,872			(1,716	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(2,853,271	)		247,018			(7,055,291	)		3,967,454
Short-term U.S. government and agency obligations		8			—			8			—

Net realized gain (loss)		(2,853,263	)		247,018			(7,055,283	)		3,967,454

Change in net unrealized appreciation/depreciation on
Futures contracts		1,993,991			(3,080,525	)		(4,431,788	)		1,837,040
Short-term U.S. government and agency obligations		7,134			911			6,464			(187	)

Change in net unrealized appreciation/depreciation		2,001,125			(3,079,614	)		(4,425,324	)		1,836,853

Net realized and unrealized gain (loss)		(852,138	)		(2,832,596	)		(11,480,607	)		5,804,307

Net income (loss)	$	(718,532	)	$	(2,829,825	)	$	(11,197,735	)	$	5,802,591

See accompanying notes to financial statements.

Table of Contents

PROSHARES VIX

MID-TERM

FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Shareholders’ equity, beginning of period	$	51,126,469		$	24,945,408		$	56,299,121		$	26,347,948

Addition of 275,000, 100,000, 775,000 and 650,000 shares, respectively		5,983,730			2,379,120			17,352,765			14,069,811
Redemption of 875,000, 175,000, 1,125,000 and 1,025,000 shares, respectively		(18,635,258	)		(4,630,011	)		(24,697,742	)		(26,355,658	)

Net addition (redemption) of (600,000), (75,000), (350,000) and (375,000) shares, respectively		(12,651,528	)		(2,250,891	)		(7,344,977	)		(12,285,847	)

Net investment income (loss)		133,606			2,771			282,872			(1,716	)
Net realized gain (loss)		(2,853,263	)		247,018			(7,055,283	)		3,967,454
Change in net unrealized appreciation/depreciation		2,001,125			(3,079,614	)		(4,425,324	)		1,836,853

Net income (loss)		(718,532	)		(2,829,825	)		(11,197,735	)		5,802,591

Shareholders’ equity, end of period	$	37,756,409		$	19,864,692		$	37,756,409		$	19,864,692

See accompanying notes to financial statements.

Table of Contents

PROSHARES VIX

MID-TERM

FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(11,197,735	)	$	5,802,591
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(1,129,300,462	)		(716,928,015	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		1,110,779,598			738,000,000
Net amortization and accretion on short-term U.S. government and agency obligations		(200,869	)		(78,657	)
Net realized gain (loss) on investments		(8	)		—
Change in unrealized appreciation/depreciation on investments		(6,464	)		187
Decrease (Increase) in receivable on futures contracts		—			138,249
Decrease (Increase) in interest receivable		318			(17,457	)
Increase (Decrease) in payable to Sponsor		(9,196	)		(9,718	)
Increase (Decrease) in payable on futures contracts		88,477			63,112

Net cash provided by (used in) operating activities		(29,846,341	)		26,970,292

Cash flow from financing activities
Proceeds from addition of shares		17,352,765			14,069,811
Payment on shares redeemed		(25,372,574	)		(27,413,967	)

Net cash provided by (used in) financing activities		(8,019,809	)		(13,344,156	)

Net increase (decrease) in cash		(37,866,150	)		13,626,136
Cash, beginning of period		57,542,424			6,266,358

Cash, end of period	$	19,676,274		$	19,892,494

See accompanying notes to financial statements.

Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $146,608,038 and $114,780,333, respectively)	$	146,645,362	$	114,785,002
Cash		46,228,507		23,538,353
Segregated cash balances with brokers for futures contracts		52,499,037		15,855,066
Receivable on open futures contracts		4,664,017		912,016
Interest receivable		146,295		16,966

Total assets		250,183,218		155,107,403

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		9,603,190		5,489,302
Payable to Sponsor		106,900		70,986

Total liabilities		9,710,090		5,560,288

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		240,473,128		149,547,115

Total liabilities and shareholders’ equity	$	250,183,218	$	155,107,403

Shares outstanding		11,526,317		3,876,317

Net asset value per share	$	20.86	$	38.58

Market value per share (Note 2)	$	21.40	$	38.61

See accompanying notes to financial statements.

Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2019

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(61% of shareholders’ equity)
U.S. Treasury Bills ^^ :
2.422% due 07/18/19 †	$	25,200,000	$	25,175,604
2.421% due 08/01/19 †		32,000,000		31,944,339
2.409% due 08/15/19		24,000,000		23,937,751
2.370% due 08/29/19		19,000,000		18,934,608
2.140% due 11/07/19		47,000,000		46,653,060

Total short-term U.S. government and agency obligations (cost $146,608,038)			$	146,645,362

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures—CBOE, expires July 2019		8,727	$	135,486,675	$	(13,383,744	)
VIX Futures—CBOE, expires August 2019		6,343		105,135,225		(2,350,998	)

Total Unrealized Depreciation					$	(15,734,742	)

†	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.

100

Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Investment Income
Interest	$	1,284,160		$	235,501		$	2,136,366		$	512,029

Expenses
Management fee		486,543			222,320			848,246			474,707
Brokerage commissions		70,747			30,172			83,182			101,471
Brokerage fees		2,268			—			3,634			268

Total expenses		559,558			252,492			935,062			576,446

Net investment income (loss)		724,602			(16,991	)		1,201,304			(64,417	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(11,288,249	)		(23,529,528	)		(66,194,833	)		53,747,452
Short-term U.S. government and agency obligations		1,729			—			1,729			(1,993	)

Net realized gain (loss)		(11,286,520	)		(23,529,528	)		(66,193,104	)		53,745,459

Change in net unrealized appreciation/depreciation on
Futures contracts		(11,833,396	)		177,711			(33,113,187	)		14,188,337
Short-term U.S. government and agency obligations		37,095			911			32,655			10,166

Change in net unrealized appreciation/depreciation		(11,796,301	)		178,622			(33,080,532	)		14,198,503

Net realized and unrealized gain (loss)		(23,082,821	)		(23,350,906	)		(99,273,636	)		67,943,962

Net income (loss)	$	(22,358,219	)	$	(23,367,897	)	$	(98,072,332	)	$	67,879,545

See accompanying notes to financial statements.

101

Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Shareholders’ equity, beginning of period	$	203,503,203		$	112,385,324		$	149,547,115		$	137,741,560

Addition of 5,900,000, 1,800,000, 12,125,000 and 3,675,000 shares, respectively		129,284,145			54,687,884			303,419,296			117,124,341
Redemption of 2,825,000, 875,000, 4,475,000 and 5,825,000 shares, respectively		(69,956,001	)		(29,607,381	)		(114,420,951	)		(208,647,516	)

Net addition (redemption) of 3,075,000, 925,000, 7,650,000 and (2,150,000) shares, respectively		59,328,144			25,080,503			188,998,345			(91,523,175	)

Net investment income (loss)		724,602			(16,991	)		1,201,304			(64,417	)
Net realized gain (loss)		(11,286,520	)		(23,529,528	)		(66,193,104	)		53,745,459
Change in net unrealized appreciation/depreciation		(11,796,301	)		178,622			(33,080,532	)		14,198,503

Net income (loss)		(22,358,219	)		(23,367,897	)		(98,072,332	)		67,879,545

Shareholders’ equity, end of period	$	240,473,128		$	114,097,930		$	240,473,128		$	114,097,930

See accompanying notes to financial statements.

102

Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(98,072,332	)	$	67,879,545
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		(1,341,150,168	)		(3,094,662,941	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		1,310,835,959			3,207,914,328
Net amortization and accretion on short-term U.S. government and agency obligations		(1,511,767	)		(396,663	)
Net realized gain (loss) on investments		(1,729	)		1,993
Change in unrealized appreciation/depreciation on investments		(32,655	)		(10,166	)
Decrease (Increase) in receivable on futures contracts		(3,752,001	)		250,108
Decrease (Increase) in interest receivable		(129,329	)		(34,133	)
Increase (Decrease) in payable to Sponsor		35,914			(10,721	)
Increase (Decrease) in payable on futures contracts		4,113,888			3,991,234

Net cash provided by (used in) operating activities		(129,664,220	)		184,922,584

Cash flow from financing activities
Proceeds from addition of shares		303,419,296			117,124,341
Payment on shares redeemed		(114,420,951	)		(212,079,229	)

Net cash provided by (used in) financing activities		188,998,345			(94,954,888	)

Net increase (decrease) in cash		59,334,125			89,967,696
Cash, beginning of period		39,393,419			3,715,132

Cash, end of period	$	98,727,544		$	93,682,828

See accompanying notes to financial statements.

103

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PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION


	June 30, 2019 (unaudited)		December 31, 2018
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $1,192,751,285 and $785,069,552, respectively)	$	1,193,036,715	$	785,085,860
Cash		416,659,547		729,259,407
Segregated cash balances with brokers for futures contracts		540,949,980		272,501,850
Segregated cash balances with brokers for forward agreements		—		37,374,000
Segregated cash balances with brokers for foreign currency forward contracts		1,403,000		6,057,000
Segregated cash balances with brokers for swap agreements		14,053,000		53,486,000
Unrealized appreciation on swap agreements		77,470,476		20,646,726
Unrealized appreciation on forward agreements		—		30,555,018
Unrealized appreciation on foreign currency forward contracts		129,105		1,023,384
Receivable from capital shares sold		18,342,334		54,572,979
Receivable on open futures contracts		104,371,035		79,899,070
Interest receivable		1,371,676		555,187

Total assets		2,367,786,868		2,071,016,481

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		12,764,084		11,136,094
Payable on open futures contracts		44,937,448		32,074,054
Payable to Sponsor		1,689,994		1,541,554
Unrealized depreciation on swap agreements		14,104,222		74,098,074
Unrealized depreciation on forward agreements		—		2,783,797
Unrealized depreciation on foreign currency forward contracts		1,396,679		5,407,883
Securities purchased payable		9,949,576		—
Non-recurring fees and expenses payable		45,949		—

Total liabilities		84,887,952		127,041,456

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		2,282,898,916		1,943,975,025

Total liabilities and shareholders’ equity	$	2,367,786,868	$	2,071,016,481

Shares outstanding		85,792,767		75,842,768

See accompanying notes to financial statements.

104

Table of Contents

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Investment Income
Interest	$	12,441,899		$	7,534,434		$	22,661,481		$	14,858,313
Expenses
Management fee		5,590,948			5,975,995			10,865,254			12,657,056
Brokerage commissions		1,343,088			1,168,489			2,279,692			3,565,232
Brokerage fees		2,268			120,133			3,725			147,190
Offering costs		—			—			—			105,643
Limitation by Sponsor		—			—			—			(27,133	)
Non-recurring fees and expenses		—			—			426,058			—

Total expenses		6,936,304			7,264,617			13,574,729			16,447,988

Net investment income (loss)		5,505,595			269,817			9,086,752			(1,589,675	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(52,045,375	)		(78,767,295	)		(193,698,394	)		(1,480,044,810	)
Swap agreements		(26,503,275	)		(33,772,186	)		(13,336,438	)		43,335,610
Forward agreements		—			(9,427,913	)		33,894,330			7,162,379
Foreign currency forward contracts		(614,501	)		29,858,381			2,066,753			805,799
Short-term U.S. government and agency obligations		8,687			3,515			8,934			(271,404	)

Net realized gain (loss)		(79,154,464	)		(92,105,498	)		(171,064,815	)		(1,429,012,426	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(56,589,018	)		24,097,957			(30,587,778	)		54,193,458
Swap agreements		22,108,816			39,843,849			116,817,602			17,293,931
Forward agreements		—			(7,487,970	)		(27,771,221	)		(39,749,479	)
Foreign currency forward contracts		(3,408,149	)		(691,879	)		3,116,925			8,484,633
Short-term U.S. government and agency obligations		303,278			17,578			269,122			260,112

Change in net unrealized appreciation/depreciation		(37,585,073	)		55,779,535			61,844,650			40,482,655

Net realized and unrealized gain (loss)		(116,739,537	)		(36,325,963	)		(109,220,165	)		(1,388,529,771	)

Net income (loss)	$	(111,233,942	)	$	(36,056,146	)	$	(100,133,413	)	$	(1,390,119,446	)

See accompanying notes to financial statements.

105

Table of Contents

PROSHARES TRUST II

COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Shareholders’ equity, beginning of period	$	2,454,119,778		$	2,524,889,638		$	1,943,975,025		$	2,947,278,212

Addition of 41,775,000, 18,995,000, 75,650,000 and 58,002,500 shares, respectively		1,089,445,005			788,117,692			2,297,433,693			4,171,496,467
Redemption of 38,300,000, 21,897,510, 65,700,001 and 62,947,888 shares, respectively		(1,149,431,925	)		(897,789,534	)		(1,858,376,389	)		(3,349,493,583	)

Net addition (redemption) of 3,475,000, (2,902,510), 9,949,999 and (4,945,388) shares, respectively		(59,986,920	)		(109,671,842	)		439,057,304			822,002,884

Net investment income (loss)		5,505,595			269,817			9,086,752			(1,589,675	)
Net realized gain (loss)		(79,154,464	)		(92,105,498	)		(171,064,815	)		(1,429,012,426	)
Change in net unrealized appreciation/depreciation		(37,585,073	)		55,779,535			61,844,650			40,482,655

Net income (loss)		(111,233,942	)		(36,056,146	)		(100,133,413	)		(1,390,119,446	)

Shareholders’ equity, end of period	$	2,282,898,916		$	2,379,161,650		$	2,282,898,916		$	2,379,161,650

See accompanying notes to financial statements.

106

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PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2019			2018
Cash flow from operating activities
Net income (loss)	$	(100,133,413	)	$	(1,390,119,446	)
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		(24,165,419,304	)		(48,849,204,384	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		23,771,662,537			50,007,465,069
Net amortization and accretion on short-term U.S. government and agency obligations		(13,916,032	)		(12,882,840	)
Net realized gain (loss) on investments		(8,934	)		271,404
Change in unrealized appreciation/depreciation on investments		(92,432,428	)		13,710,803
Decrease (Increase) in receivable on futures contracts		(24,471,965	)		(77,942,123	)
Decrease (Increase) in receivable in Limitation by Sponsor		—			59,651
Decrease (Increase) in interest receivable		(816,489	)		(344,890	)
Amortization of offering costs		—			105,643
Increase (Decrease) in payable to Sponsor		148,440			(589,486	)
Increase (Decrease) in payable on futures contracts		12,863,394			15,168,788
Increase (Decrease) in payable to Broker		—			19,297
Increase (Decrease) in securities purchased payable		9,949,576			—
Increase (Decrease) in non-recurring fees and expenses payable		45,949			—

Net cash provided by (used in) operating activities		(602,528,669	)		(294,282,514	)

Cash flow from financing activities
Proceeds from addition of shares		2,333,664,338			4,165,181,831
Payment on shares redeemed		(1,856,748,399	)		(3,381,451,304	)

Net cash provided by (used in) financing activities		476,915,939			783,730,527

Net increase (decrease) in cash		(125,612,730	)		489,448,013
Cash, beginning of period		1,098,678,257			483,772,745

Cash, end of period	$	973,065,527		$	973,220,758

See accompanying notes to financial statements.

107

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PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

~~September~~

June 30, ~~2017~~

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~~June 30, ~~2017,~~2019, the following

twenty

series of the Trust have commenced investment operations: (i) ProShares VIX Short-Term Futures ETF and ProShares VIX

Mid-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”). 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,” or “Ultra Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks.

References to “Commodity Index Funds,” “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

~~Each “Short” Fund seeks daily investment results (before fees and expenses) that correspond to the inverse(-1x)~~ ~~of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results (before fees and expenses) that correspond to two times the inverse(-2x)~~ of the daily performance of its corresponding benchmark. Each “Ultra” Fund seeks daily investment results (before fees and expenses) that correspond to two times (2x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results (before fees and expenses), both over a single day and over time, that match the performance of its corresponding benchmark. Daily performance is measured from the calculation of one NAV to the next.

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Accordingly, results over periods of time greater than a single day should not be expected to be a simple multiple (e.g.,~~-1x,-2x~~ ~~or 2x) of the period return of the corresponding benchmark and will likely differ significantly.~~

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 during~~

~~nine months ended September 30, 2017. 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 Bloomberg Natural Gas~~	~~July 20, 2016~~	~~3-for-1 Share split~~	~~July 25, 2016~~
~~ProShares VIX Short-Term Futures ETF~~	~~July 25, 2016~~	~~1-for-5~~ ~~reverse Share split~~	~~July 25, 2016~~
~~ProShares Ultra VIX Short-Term Futures ETF~~	~~July 25, 2016~~	~~1-for-5 reverse Share~~ ~~split~~	~~July 25, 2016~~
~~ProShares UltraShort Bloomberg Crude Oil~~	~~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”).

~~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. 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 Form10-K~~ ~~for the year ended December 31, 2016, as filed with the SEC on March 1, 2017.~~

~~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”), 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, and representsnon-segregated~~ ~~cash with the custodian and 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 months ended September 30, 2017 were as follows. All times are Eastern Standard Time:

~~Create/Redeem~~
Cut-off*

~~NAV Calculation~~
~~Time~~

~~NAV~~
~~Calculation Date~~

~~UltraShort Silver, Ultra Silver~~

~~6:30 a.m.~~

~~7:00 a.m.~~

~~September 30, 2017~~

~~UltraShort Gold, Ultra Gold~~

~~9:30 a.m.~~

~~10:00 a.m.~~

~~September 30, 2017~~

~~UltraShort Bloomberg Crude Oil,~~

~~Ultra Bloomberg Crude Oil~~

~~2:00 p.m.~~

~~2:30 p.m.~~

~~September 30, 2017~~

~~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~~

~~UltraShort Australian Dollar~~

~~3:00 p.m.~~

~~4:00 p.m.~~

~~September 30, 2017~~

~~Short Euro~~

~~3:00 p.m.~~

~~4:00 p.m.~~

~~September 30, 2017~~

~~UltraShort Euro,~~

~~Ultra Euro~~

~~UltraShort Yen,~~

~~Ultra Yen~~

~~3:00 p.m.~~

~~4:00 p.m.~~

~~September 30, 2017~~

~~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~~

~~VIXMid-Term~~ ~~Futures ETF~~

~~2:00 p.m.~~

~~4:15 p.m.~~

~~September 30, 2017~~

*	Although the Funds’ shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, these times represent the final opportunity to transact in creation or redemption units for the nine months ended September 30, 2017.

~~Market value per Share is determined at the close of the NYSE Arca and may be later than when the Funds’ NAV per Share is calculated.~~

For financial reporting purposes, the Funds value transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain of the Funds’ final creation/redemption NAV for the nine months ended September 30, 2017.

~~Investment Valuation~~

Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes. For financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations. In each of these situations, valuations are typically categorized as Level I in the fair value hierarchy.

~~Derivatives (~~~~e.g.~~, futures contracts, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are valued at the last settled price. Futures contracts valuations are typically categorized as Level I in the fair value hierarchy. Swap agreements, forward agreements and foreign currency forward contracts valuations are typically categorized as Level II in the fair value hierarchy. If there was no sale on that day, and for~~non-exchange-traded~~ derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would generally be determined based on available inputs about the current

value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment. While the Funds’ policies are intended to result in a calculation of its respective Fund’s NAV that fairly reflects investment values as of the time of pricing, such Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by such Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

~~Fair Value of Financial Instruments~~

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Funds (observable inputs); and (2) the Funds’ own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the disclosure requirements hierarchy are as follows:

~~Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.~~

Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

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

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 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

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

~~At September 30, 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 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

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

~~At 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 on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

~~Brokerage Commissions and Fees~~

~~Each Fund pays its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees,give-up~~ fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission (“CFTC”) regulated investments. The effects of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short-term fixed-income 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. 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.~~, the last four tax year ends and the interim tax period since then, as applicable) and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing basis, management will monitor its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary based on factors including, but not limited to,~~on-going~~ ~~analysis of tax law, regulation, and interpretations thereof.~~

~~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 and/or used as collateral for a Fund’s trading in futures and forward contracts.

~~Accounting for Derivative Instruments~~

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

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

~~Following is a description of the derivative instruments used by the Funds during the reporting period, including the primary underlying risk exposures related to each instrument type.~~

~~Futures Contracts~~

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

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

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

~~Swap Agreements~~

Certain of the Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) an underlying index, currency or commodity, or to create an economic hedge against a position. Swap agreements are~~two-party~~ ~~contracts that have traditionally been entered into primarily with institutional investors 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 in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. Transaction or commission costs are reflected in the benchmark level at which the transaction is entered into. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of underlying instruments.

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

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

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

Swap agreements involve, to varying degrees, elements of market risk and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional amount and the price of the underlying reference index and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at September 30, 2017 contractually terminate within one month but may be terminated without penalty by either party daily. Upon termination, the Fund is entitled to pay or receive the “unrealized appreciation or depreciation” amount.

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

owes the Fund, subject to certain minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of September 30, 2017, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

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

~~Forward Contracts~~

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

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

~~Forward contracts have traditionally not been cleared or guaranteed by a third party. As a result of the Dodd-Frank Act, the CFTC now 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 reporting requirements.

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

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to minimum thresholds. In the event of the bankruptcy of counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of September 30, 2017, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

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

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

The following tables indicate the location of derivative related items on the Statement of Financial Condition as well as the effect of derivative instruments on the Statement of Operations during the reporting period.

~~Fair Value of Derivative Instruments~~

~~as of September 30, 2017~~

Assets Derivatives

Liability Derivatives

Derivatives not    Statements of          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*

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

~~Fair Value of Derivative Instruments~~

~~as of December 31, 2016~~

Assets Derivatives

Liability Derivatives

Derivatives not
accounted for as
hedging instruments

Statements of
Financial
Condition
Location

Fund
   Unrealized
Appreciation
Statements of
Financial
Condition
Location

Fund
   Unrealized
Depreciation
VIX Futures Contracts

Receivables on open futures contracts

ProShares VIX Short-Term Futures ETF
   $ 2,273,874 *
Payable on open futures contracts

ProShares VIX Short-Term Futures ETF
   $ 2,742,526 *

ProShares 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 *

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

~~The Effect of Derivative Instruments on the Statements of Operations~~

~~For the three months ended September 30, 2017~~

Derivatives not accounted for as
hedging instruments

Location of Gain
(Loss) on Derivatives
Recognized in Income

Fund
   Realized Gain
(Loss) on Derivatives
Recognized in Income Change in
Unrealized
Appreciation/
Depreciation on
Derivatives
Recognized in Income
VIX Futures Contracts

Net realized gain (loss) on futures contracts/changes in unrealized appreciation/ depreciation on futures contracts

ProShares VIX Short-Term Futures ETF
   $ (27,447,205 ) $ (17,219,461 )

ProShares 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.

Fair Values of Derivative Instruments as of September 30, 2017

   Assets    Liabilities
   Gross
Amounts of
Recognized
Assets
presented in
the Statements
of Financial
Condition    Gross
Amounts
Offset in the
the Statements
of Financial
Condition    Net Amounts of
Assets
presented in
the Statements
of Financial
Condition    Gross
Amounts of
Recognized
Liabilities
presented in
the Statements
of Financial
Condition    Gross
Amounts
Offset in the
Statements
of Financial
Condition    Net Amounts of
Liabilities
presented in
the Statements
of Financial
Condition
ProShares UltraShort Bloomberg Crude Oil

Swap agreements
   $ —      $ —      $ —      $ 13,678,377    $ —      $ 13,678,377
ProShares UltraShort Gold

Forward agreements
   2,961,605    —      2,961,605    —      —      —
ProShares UltraShort Silver

Forward agreements
   2,152,433    —      2,152,433    —      —      —
ProShares UltraShort Euro

Foreign currency forward contracts
   4,465,552    —      4,465,552    565,859    —      565,859
ProShares UltraShort Yen

Foreign currency forward contracts
   9,817,020    —      9,817,020    570,141    —      570,141
ProShares Ultra Bloomberg Crude Oil

Swap agreements
   40,796,900    —      40,796,900    —      —      —
ProShares Ultra Gold

Forward agreements
   —      —      —      8,453,427    —      8,453,427
ProShares Ultra Silver

Forward agreements
   —      —      —      28,243,802    —      28,243,802
ProShares Ultra Euro

Foreign currency forward contracts
   82,079    —      82,079    291,439    —      291,439
ProShares Ultra Yen

Foreign currency forward contracts
   12,351    —      12,351    407,660    —      407,660

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at September 30, 2017. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. These amounts may be~~un-collateralized~~ ~~due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.~~

Gross Amounts Not Offset in the Statements of Financial Condition as of September 30, 2017

   Amounts of
Recognized
Assets /
(Liabilities)
presented in the
Statements of
Financial
Condition Financial
Instruments for
the Benefit of
(the Funds) /
the
Counterparties Cash Collateral
for the Benefit of
(the Funds) / the
Counterparties Net Amount
ProShares UltraShort Bloomberg Crude Oil

Citibank, N.A.
   $ (6,092,070 ) $ 6,092,070 $ —   $ —
Goldman Sachs International
   (3,900,635 ) 3,900,635 —   —
Societe Generale
   (514,835 ) 514,835 —   —
UBS AG
   (3,170,837 ) 3,170,837 —   —
ProShares UltraShort Gold

Citibank, N.A.
   1,045,390 —   —   1,045,390
Goldman Sachs International
   835,086 (692,611 ) —   142,475
Societe Generale
   267,146 (267,146 ) —   —
UBS AG
   813,983 —   (660,000 ) 153,983
ProShares UltraShort Silver

Citibank, N.A.
   775,445 —   —   775,445
Goldman Sachs International
   671,956 —   —   671,956
Societe Generale
   143,987 —   —   143,987
UBS AG
   561,045 —   (350,000 ) 211,045
ProShares UltraShort Euro

Goldman Sachs International
   2,034,015 (2,034,015 ) —   —
UBS AG
   1,865,678 —   (1,865,678 ) —
ProShares UltraShort Yen

Goldman Sachs International
   4,588,344 (4,588,344 ) —   —
UBS AG
   4,658,535 —   (4,550,000 ) 108,535
ProShares Ultra Bloomberg Crude Oil

Citibank, N.A.
   13,855,515 —   —   13,855,515
Goldman Sachs International
   11,965,958 (11,930,988 ) —   34,970
Societe Generale
   4,548,744 (4,548,744 ) —   —
UBS AG
   10,426,683 —   (9,900,000 ) 526,683
ProShares Ultra Gold

Citibank, N.A.
   (2,994,458 ) 2,994,458 —   —
Goldman Sachs International
   (2,118,074 ) 2,118,074 —   —
Societe Generale
   (1,015,643 ) 1,015,643 —   —
UBS AG
   (2,325,252 ) 2,325,252 —   —
ProShares Ultra Silver

Citibank, N.A.
   (9,405,158 ) 9,405,158 —   —
Goldman Sachs International
   (7,478,422 ) 7,478,422 —   —
Societe Generale
   (3,531,263 ) 3,531,263 —   —
UBS AG
   (7,828,959 ) 7,828,959 —   —
ProShares Ultra Euro

Goldman Sachs International
   (103,093 ) 103,093 —   —
UBS AG
   (106,267 ) 106,267 —   —
ProShares Ultra Yen

Goldman Sachs International
   (216,458 ) 216,458 —   —
UBS AG
   (178,851 ) 27,993 —   (150,858 )

~~The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset~~

~~under a master netting agreement and the related collateral received or pledged by the Funds as of December 31, 2016:~~

Fair Values of Derivative Instruments as of December 31, 2016

   Assets    Liabilities
   Gross
Amounts of
Recognized
Assets
presented in
the Statements
of Financial
Condition    Gross
Amounts
Offset in
the the
Statements
of Financial
Condition    Net Amounts
of Assets
presented in
the Statements
of Financial
Condition    Gross
Amounts of
Recognized
Liabilities
presented in
the Statements
of Financial
Condition    Gross
Amounts
Offset in the
Statements
of Financial
Condition    Net Amounts
of Liabilities
presented in
the Statements
of Financial
Condition
ProShares UltraShort Bloomberg Crude Oil

Swap agreements
   $ —      $ —      $ —      $ 12,206,881    $ —      $ 12,206,881
ProShares UltraShort Gold

Forward agreements
   3,033,566    —      3,033,566    —      —      —
ProShares UltraShort Silver

Forward agreements
   1,384,246    —      1,384,246    —      —      —
ProShares UltraShort Euro

Foreign currency forward contracts
   16,519,070    —      16,519,070    356,139    —      356,139
ProShares UltraShort Yen

Foreign currency forward contracts
   16,870,357    —      16,870,357    125,420    —      125,420
ProShares Ultra Bloomberg Crude Oil

Swap agreements
   55,358,571    —      55,358,571    —      —      —
ProShares Ultra Gold

Forward agreements
   —      —      —      4,431,107    —      4,431,107
ProShares Ultra Silver

Forward agreements
   —      —      —      20,976,189    —      20,976,189
ProShares Ultra Euro

Foreign currency forward contracts
   2,548    —      2,548    576,558    —      576,558
ProShares Ultra Yen

Foreign currency forward contracts
   379    —      379    342,455    —      342,455

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at December 31, 2016. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. These amounts may be~~un-collateralized~~ ~~due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.~~

Gross Amounts Not Offset in the Statements of Financial Condition as of December 31, 2016

   Amounts of
Recognized
Assets /
(Liabilities)
presented in the
Statements of
Financial
Condition Financial
Instruments for
the Benefit of
(the Funds) /
the
Counterparties Cash Collateral
for the Benefit of
(the Funds) / the
Counterparties Net Amount
ProShares UltraShort Bloomberg Crude Oil

Citibank, N.A.
   $ (4,742,191 ) $ 4,742,191 $ —   $ —
Goldman Sachs International
   (3,061,395 ) 3,061,395 —   —
Societe Generale
   (1,050,699 ) 1,050,699 —   —
UBS AG
   (3,352,596 ) 3,352,596 —   —
ProShares UltraShort Gold

Citibank, N.A.
   1,147,811 —   —   1,147,811
Goldman Sachs International
   881,454 (874,948 ) —   6,506
Societe Generale
   393,006 (393,006 ) —   —
UBS AG
   611,295 —   (611,295 ) —
ProShares UltraShort Silver

Citibank, N.A.
   610,478 —   —   610,478
Goldman Sachs International
   323,829 (323,829 ) —   —
Societe Generale
   86,543 (86,543 ) —   —
UBS AG
   363,396 —   (363,396 ) —
ProShares UltraShort Euro

Goldman Sachs International
   8,109,067 (8,109,067 ) —   —
UBS AG
   8,053,864 —   (8,053,864 ) —
ProShares UltraShort Yen

Goldman Sachs International
   8,256,779 (7,771,819 ) —   484,960
UBS AG
   8,488,158 —   (7,980,000 ) 508,158
ProShares Ultra Bloomberg Crude Oil

Citibank, N.A.
   18,427,009 —   —   18,427,009
Goldman Sachs International
   14,016,906 (14,016,906 ) —   —
Societe Generale
   8,661,821 (8,661,821 ) —   —
UBS AG
   14,252,835 —   (14,252,835 ) —
ProShares Ultra Gold

Citibank, N.A.
   (1,464,982 ) 1,464,982 —   —
Goldman Sachs International
   (1,112,916 ) 1,112,916 —   —
Societe Generale
   (643,587 ) 643,587 —   —
UBS AG
   (1,209,622 ) 1,209,622 —   —
ProShares Ultra Silver

Citibank, N.A.
   (6,946,009 ) 6,946,009 —   —
Goldman Sachs International
   (5,869,092 ) 5,869,092 —   —
Societe Generale
   (2,532,729 ) 2,532,729 —   —
UBS AG
   (5,628,359 ) 5,628,359 —   —
ProShares Ultra Euro

Goldman Sachs International
   (239,256 ) 239,256 —   —
UBS AG
   (334,754 ) 334,754 —   —
ProShares Ultra Yen

Goldman Sachs International
   (219,736 ) 219,736 —   —
UBS AG
   (122,340 ) 122,340 —   —

~~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 services as commodity pool operator, and for managing the business and affairs of the Funds. From the Management Fee, the Sponsor pays all of the routine operational, administrative and other ordinary expenses of each Fund, generally as determined by the Sponsor, including but not limited to the Administrator, Custodian, Distributor, ProFunds Distributors, Inc. (“PDI”), an affiliated broker-dealer of the Sponsor, Transfer Agent, accounting and auditing fees and expenses, any index licensors for the Funds, and the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of its trading operations, including, but not limited to, expenses such as tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund and Financial Industry Regulatory Authority (“FINRA”) filing fees, individual Schedule~~K-1~~ ~~preparation and mailing fees not exceeding 0.10% per annum of the net assets of a Fund, and report preparation and mailing expenses.~~

~~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 of each Fund, has appointed Brown Brothers Harriman & Co. (“BBH&Co.”) as the Administrator of the Funds, and the Sponsor, and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into an Administrative Agency Agreement (the “Administration Agreement”) in connection therewith. Pursuant to the terms of the Administration Agreement and under the supervision and direction of the Sponsor and the Trust, BBH&Co. prepares and files certain regulatory filings on behalf of the Funds. BBH&Co. may also perform other services for the Funds pursuant to the Administration Agreement as mutually agreed upon by the Sponsor, the Trust and BBH&Co. from time to time. Pursuant to the terms of the Administration Agreement, BBH&Co. also serves as the Transfer Agent of the Funds. The Administrator’s fees are paid on behalf of the Funds by the Sponsor.

~~The Custodian~~

BBH&Co. serves as the Custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into a Custodian Agreement in connection therewith. Pursuant to the terms of the Custodian Agreement, BBH&Co. is responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to BBH&Co. by the Funds. The Custodian’s fees are paid on behalf of the Funds by the Sponsor.

~~The Distributor~~

SEI Investments Distribution Co. (“SEI”), serves as Distributor of the Funds and assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including taking creation and redemption orders, consulting with the marketing staff of the Sponsor and its affiliates with respect to compliance with the requirements of FINRA and/or the NFA in connection with marketing efforts, and reviewing and filing of marketing materials with FINRA and/or the NFA. SEI retains all marketing materials separately for each Fund, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund, has entered into a Distribution Services Agreement with SEI. 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—is not relevant to retail investors.

~~Transaction Fees on Creation and Redemption Transactions~~

The manner by which Creation Units are purchased or redeemed is dictated by the terms of the Authorized Participant Agreement and Authorized Participant Handbook. By placing a purchase order, an Authorized Participant agrees to: (1) deposit cash with the Custodian; and (2) if permitted by the Sponsor in its sole discretion, enter into or arrange for an exchange of futures contract for related position or block trade whereby the Authorized Participant would also transfer to such Fund a number and type of exchange-traded futures contracts at or near the closing settlement price for such contracts on the purchase order date.

Authorized Participants may pay a fixed transaction fee of up to $500 in connection with each order to create or redeem a Creation Unit in order to compensate BBH&Co., as the Administrator, the Custodian and the Transfer Agent of each Fund and its Shares, for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions. Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.10% (and a variable transaction fee to the Matching VIX Funds of 0.05%) of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction fee. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market.

Transaction fees for the three and nine months ended September 30, 2017 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

~~NOTE 7 – FINANCIAL HIGHLIGHTS~~

~~Selected data for a Share outstanding throughout the three months ended September 30, 2017:~~

~~For the Three 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 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 )%

*	~~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, 2017.~~

**	~~Percentages are annualized.~~

⁽¹⁾	~~Amount represents less than $0.005.~~

~~For the Three 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 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 %

#	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.~~

⁽¹⁾	~~Amount represents less than $0.005.~~

⁽²⁾	~~Amount represents less than $(0.005).~~

~~For the Three 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 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 realized and unrealized gain (loss)#
   0.18 3.10 5.82 (1.02 ) 2.07 0.79
Change in net asset value from operations
   0.19 3.10 5.75 (1.03 ) 2.07 0.79
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
Total Return, at net asset value^
   0.3 % 20.9 % 29.5 % (10.5 )% 5.5 % 2.4 %
Total Return, at market value^
   0.2 % 19.9 % 27.5 % (9.7 )% 5.1 % (2.0 )%
Ratios to Average Net Assets**

Expense ratio
   0.95 % 0.97 % 1.24 % 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)
   0.03 % (0.01 )% (1.24 )% (0.37 )% 0.03 % 0.00 %⁽³⁾

#	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.~~

⁽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 (unaudited)~~

Per Share Operating Performance
   Ultra Euro Ultra Yen
Net asset value, at June 30, 2017
   $ 16.16 $ 58.68
Net investment income (loss)
   (0.00 )⁽²⁾ (0.04 )
Net realized and unrealized gain (loss)#
   0.97 (0.57 )
Change in net asset value from operations
   0.97 (0.61 )
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
Total Return, at net asset value^
   6.0 % (1.0 )%
Total Return, at market value^
   5.8 % (0.9 )%
Ratios to Average Net Assets**

Expense ratio
   0.95 % 0.95 %
Expense ratio, excluding brokerage commissions
   0.95 % 0.95 %
Net investment income (loss)
   (0.04 )% (0.28 )%

#	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.~~

⁽²⁾	~~Amount represents less than $(0.005).~~

~~Selected data for a Share outstanding throughout the three months ended September 30, 2016:~~

~~For the Three 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 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 )%

*	~~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 Three 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 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 )%

#	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 Three 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 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 )%

*	~~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.~~

~~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, 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.~~

**	~~Percentages are annualized.~~

~~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~~

Each Ultra and UltraShort Fund uses leverage and should produce daily returns that are more volatile than that of its benchmark. For example, the daily return of an Ultra Fund with a 2x multiple should be approximately two times as volatile on a daily basis as is the return of a fund with an objective of matching the same benchmark. The daily return of a Short or UltraShort Fund is designed to return the inverse~~(-1x)~~ ~~or two times the inverse(-2x)~~ of the return that would be expected of a fund with an objective of matching the same benchmark. The Geared Funds are not appropriate for all investors and present different risks than other funds. The Leveraged Funds use leverage and are riskier than similarly benchmarked exchange-traded funds that do not use leverage. An investor should only consider an investment in a Geared Fund if he or she understands the consequences of seeking daily leveraged, daily inverse or daily inverse leveraged investment results. Daily objective geared funds, if used properly and in conjunction with the investor’s view on the future direction and volatility of the markets, can be useful tools for investors who want to manage their exposure to various markets and market segments and who are willing to monitor and/or periodically rebalance their portfolios. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily.

While the Funds expect to meet their investment objectives, several factors may affect their ability to do so. Among these factors are: (1) the Sponsor’s ability to purchase and sell Financial Instruments in a manner that correlates to a Fund’s objective; (2) an imperfect correlation between the performance of Financial Instruments held by a Fund and the performance of the applicable benchmark;~~(3) bid-ask~~ spreads on such Financial Instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of Financial Instruments and commission costs; (5) holding instruments traded in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology; (7) changes to a benchmark index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; (10) accounting standards; and (11) differences caused by a Fund obtaining exposure to only a representative sample of the components of a benchmark, overweighting or underweighting certain components of a benchmark or obtaining exposure to assets that are not included in a benchmark.

A number of factors may affect a Geared Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee that a Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent a Geared Fund from achieving its investment objective. In order to achieve a high degree of correlation with their underlying benchmarks, the Geared Funds seek to rebalance their portfolios daily to keep exposure consistent with their investment objectives. Being materially under- or over-exposed to the benchmark may prevent such Geared Funds from achieving a high degree of correlation with such benchmark. Market disruptions or closure, large amounts of assets into or out of the Geared Funds, regulatory restrictions or extreme market volatility will adversely affect such Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmarks’ movements during each day. Because of this, it is unlikely that the Geared Funds will be perfectly exposed (~~i.e.,~~~~-1x,-2x~~ or 2x, as applicable) to its benchmark at the end of each day, and the likelihood of being materially under- or over-exposed is higher on days when the benchmark levels are volatile near the close of the trading day.

In addition, unlike other funds that do not rebalance their portfolios as frequently, each Geared Fund may be subject to increased trading costs associated with daily portfolio rebalancing in order to maintain appropriate exposure to the underlying benchmarks.

~~Counterparty Risk~~

Certain of the Funds will use swap agreements and/or forward contracts as a means to achieve their respective investment objectives. Such Funds will use either swap agreements and/or forward contracts referencing their respective benchmarks. These Funds may also invest in other swap agreements or forward contracts if such instruments tend to exhibit trading prices or returns that correlate with the benchmark or a component of the benchmark and will further the investment objective of the Fund. Certain Funds may invest in swap agreements or forward contracts if position accountability rules or position limits are reached with respect to specific futures contracts or the market for a specific futures contract experiences emergencies (~~e.g.~~~~, natural disaster, terrorist attack or an act of God) or disruptions (~~~~e.g.~~, a trading halt or a flash crash) that prevent the Funds from obtaining the appropriate amount of investment exposure to the affected futures contract or certain other futures contracts. Although unlikely, those Funds, under these circumstances, could have 100% exposure to swap agreements or forward contracts.

Swap agreements and forward contracts are generally traded in OTC markets and have only recently become subject to regulation by the CFTC. CFTC rules, however, do not cover all types of swap agreements and forward contracts. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act (the “CEA”) in connection with each Fund’s swap agreements or forward contracts. The lack of regulation in these markets could expose investors to significant losses under certain circumstances, including in the event of trading abuses or financial failure by participants.

The Funds will be subject to credit risk with respect to the counterparties to the derivatives contracts (whether a clearing corporation in the case of cleared instruments or another third party in the case of OTC uncleared instruments). Unlike in futures contracts, the counterparty to uncleared swap agreements or forward contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, a Fund is subject to credit risk with respect to the amount it expects to receive from counterparties to uncleared swaps and forward contracts entered into as part of that Fund’s principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund could suffer significant losses on these contracts and the value of an investor’s investment in a Fund may decline.

The Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, subject to certain minimum thresholds; however there are no limitations on the percentage of its assets each Fund may invest in swap agreements or forward contracts with a particular counterparty. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Funds will be exposed to counterparty risk as described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. The Funds typically enter into transactions only with major global financial institutions.

OTC swaps or forward contracts are less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. If the level of the Fund’s benchmark has a dramatic intraday move that would cause a material decline in the Fund’s NAV, the terms of the swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for the Fund to enter into another swap agreement or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of the Fund’s benchmark reverses all or part of its intraday move by the end of the day. In addition, cleared derivative transactions benefit from daily~~marking-to-market~~ and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss.

~~Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund.~~

The counterparty risk for cleared derivative transactions is generally lower than for uncleared OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing house for performance of financial obligations. However, there can be no assurance that the clearing house, or its members, will satisfy its obligations to the Fund.

~~Leverage Risk~~

The Leveraged Funds may utilize leverage in seeking to achieve their respective investment objectives and will lose more money in market environments adverse to their respective daily investment objectives than funds that do not employ leverage. The use of leveraged and/or inverse leveraged positions could result in the total loss of an investor’s investment.

~~For example, because the UltraShort Funds and Ultra Funds include a two times the inverse(-2x), or~~ ~~a two times (2x) multiplier, 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. This would be the case with downward~~single-day~~ ~~or intraday movements in the underlying benchmark of an Ultra Fund or upwardsingle-day~~ ~~or intraday movements in the benchmark of an UltraShort Fund, even if the underlying benchmark maintains a level greater than zero at all times.~~

~~Liquidity Risk~~

Financial Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position or find a swap or forward contract counterparty at a reasonable cost. Market illiquidity may cause losses for the Funds. The large size of the positions which the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Instruments related to one benchmark, which in many cases is highly concentrated.

~~“Contango” and “Backwardation” Risk~~

In Funds that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in November 2016 may specify a January 2017 expiration. As that contract nears expiration, it may be replaced by selling the January 2017 contract and purchasing the contract expiring in March 2017. 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 contract would take place at a price that is higher than the price at which the March 2017 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 or a Matching VIX Fund that invests in such futures, and positively affect a Short Fund or an UltraShort Fund that invests in such futures. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Short Funds and UltraShort Funds, and positively affect the Ultra Funds and Matching VIX Funds.

Since the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average maturity of the applicable VIX Futures Index. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and, accordingly, decrease the return of the Ultra VIX Short-Term Futures ETF and the Matching VIX Funds.

Gold and silver historically exhibit persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly. It is generally believed this is because the market needs to build inventories for most of the year in order to have enough storage to make it through a normal winter. Periods of backwardation are typically thought to be caused by demand shocks or supply shortages such as an unusually cold winter or a hurricane.

~~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.~~

~~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” or the negative of these terms or other comparable terminology. None of the Trust, the Sponsor or the Trustee (as each term is defined below) assumes responsibility for the accuracy or completeness of any forward-looking statements. Except as expressly required by federal securities laws, none of the Trust, the Sponsor or the Trustee is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in expectations or predictions.

~~Introduction~~

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of September 30, 2017, the following twenty series of the Trust have commenced investment operations: (i) ProShares VIX Short-Term Futures ETF and ProShares VIX~~Mid-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 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.

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 “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 Fund seeks daily investment results, before fees and 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 Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of its corresponding benchmark. Each UltraPro Short Fund seeks daily investment results, before fees and 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 fees and expenses, that over time, match the performance of the corresponding benchmark. Daily performance is measured from the calculation of each Fund’s net asset value (“NAV”) to the Fund’s next NAV calculation.

The Geared Funds do not seek to achieve their stated investment 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 3x) of the period return of the corresponding benchmark and will likely differ significantly.

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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, 2018. There were no Share splits or reverse Share splits for the Funds during the six months ended June 30, 2019. The ticker symbols for these Funds did not change, and each Fund continues to trade on the NYSE Arca.


Fun d	Execution Date (Prior to Opening of Trading)	Type of Split	Date Trading Resumed at Post- Split Price
ProShares Ultra Bloomberg Natural Gas	March 19, 2018	1-for-5 reverse Share split	March 20, 2018
ProShares UltraPro 3x Short Crude Oil ETF	March 19, 2018	1-for-4 reverse Share split	March 20, 2018
ProShares Short VIX Short-Term Futures ETF	September 17, 2018	1-for-4 reverse Share split	September 18, 2018
ProShares Ultra VIX Short-Term Futures ETF	September 17, 2018	1-for-5 reverse Share split	September 18, 2018

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form

10-Q

and the rules and regulations of the 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/A

for the year ended December 31, 2018, as filed with the SEC on March 25, 2019.

Use of Estimates & Indemnifications

Basis of Presentation

Pursuant to rules and regulations of the 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.

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Statement of Cash Flows

The cash amount shown in the Statements of Cash Flows is the amount reported as cash in the Statement of Financial Condition dated June 30, 2019 and 2018, and represents cash, segregated cash balances with brokers for futures contracts, segregated cash with 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

The cut-off

times and the times of the calculation of the Funds’ final net asset value for creation and redemption of fund Shares for the six months

ended June 30, 2019

were typi

cally 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.	1:25 p.m.	June 28, 2019
UltraShort Gold, Ultra Gold	1:00 p.m.	1:30 p.m.	June 28, 2019
UltraShort Bloomberg Crude Oil,
Ultra Bloomberg Crude Oil	2:00 p.m.	2:30 p.m.	June 28, 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.	June 28, 2019
UltraShort Australian Dollar	3:00 p.m.	4:00 p.m.	June 28, 2019
Short Euro,
UltraShort Euro,
Ultra Euro	3:00 p.m.	4:00 p.m.	June 28, 2019
UltraShort Yen,
Ultra Yen	3:00 p.m.	4:00 p.m.	June 28, 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.	June 28, 2019
VIX Mid-Term Futures ETF	2:00 p.m.	4:15 p.m.	June 28, 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 three months ended June 30, 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.

Investment Valuation

Derivatives (e.g., futures contracts, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are 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. 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. 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. The Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has 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.

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Fair Value of Financial Instruments

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.

The following table summarizes the valuation of investments at June 30, 2019 using the fair value hierarchy:


	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	$	14,937,038	$	(79,002	)	$	—	$	—	$	14,858,036
ProShares Short VIX Short-Term Futures ETF		76,963,912		12,638,962			—		—		89,602,874
ProShares Ultra Bloomberg Crude Oil		305,730,594		6,728,620			—		63,955,500		376,414,714
ProShares Ultra Bloomberg Natural Gas		7,976,263		(649,373	)		—		—		7,326,890
ProShares Ultra Euro		—		—			41,023		—		41,023
ProShares Ultra Gold		66,365,963		2,832,628			—		6,364,233		75,562,824
ProShares Ultra Silver		133,145,398		1,078,226			—		7,150,743		141,374,367

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ProShares Ultra VIX Short-Term Futures ETF	$	115,356,906	$	(45,265,787	)	$	—		$	(2,214,313	)	$	67,876,806
ProShares Ultra Yen		3,980,135		—			48,415			—			4,028,550
ProShares UltraPro 3x Crude Oil ETF		71,605,262		27,473,374			—			—			99,078,636
ProShares UltraPro 3x Short Crude Oil ETF		6,389,016		(3,553,108	)		—			—			2,835,908
ProShares UltraShort Australian Dollar		2,986,626		(140,176	)		—			—			2,846,450
ProShares UltraShort Bloomberg Crude Oil		36,303,067		(1,550,493	)		—			(9,999,452	)		24,753,122
ProShares UltraShort Bloomberg Natural Gas		799,226		(24,924	)		—			—			774,302
ProShares UltraShort Euro		124,508,477		—			(940,209	)		—			123,568,268
ProShares UltraShort Gold		11,960,240		(319,628	)		—			(1,183,904	)		10,456,708
ProShares UltraShort Silver		8,581,149		(64,311	)		—			(706,553	)		7,810,285
ProShares UltraShort Yen		40,073,876		—			(416,803	)		—			39,657,073
ProShares VIX Mid-Term Futures ETF		18,728,205		(673,682	)		—			—			18,054,523
ProShares VIX Short-Term Futures ETF		146,645,362		(15,734,742	)		—			—			130,910,620

Total Trust	$	1,193,036,715	$	(17,303,416	)	$	(1,267,574	)	$	63,366,254		$	1,237,831,979

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

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, 2018 using the fair value hierarchy:


	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

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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 Schedule of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

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

Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or discount, and is reflected as Interest Income in the 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). 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

Management of the Funds has reviewed all open tax years and major jurisdictions (i.e., the last four tax year ends and the interim tax period since then, as applicable) and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing basis, management 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.

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NOTE 3 – INVESTMENTS

Short-Term Investments

Accounting for Derivative Instruments

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 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, 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.

Futures contracts involve, to varying degrees, elements of market risk (specifically commodity price risk or equity market volatility risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying Index or commodity and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal but some counterparty risk to the Funds since futures contracts are exchange-traded and the credit risk resides with the Funds’ clearing broker or clearinghouse 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.

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Swap Agreements

Certain of the Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) an underlying Index, currency or commodity, or to create an economic hedge against a position. Swap agreements are

two-party

contracts that have traditionally been entered into primarily with institutional investors in

over-the-counter

(“OTC”) markets for a specified period, ranging from a day to more than one year. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) provides for significant reforms of the OTC derivative markets, including a requirement to execute certain swap transactions on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or Index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. Transaction or commission costs are reflected in the benchmark level at which the transaction is entered into. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of underlying instruments.

Generally, swap agreements entered into by the Funds calculate and settle the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, each Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of such obligations (or rights) (the “net amount”). In a typical swap agreement entered into by a Matching VIX Fund, an Ultra Fund, or an UltraPro Fund, the Matching VIX Fund, Ultra Fund, or 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 UltraPro Short Fund, the Short Fund, UltraShort Fund, or 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 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 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 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.

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 and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at June 30, 2019

contractually terminate within one month but may be terminated without penalty by either party at any time. Upon termination, the Fund is obligated to pay or receive the “unrealized appreciation or depreciation” amount.

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tri-party

account at the Custodian to protect the counterparty against

non-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 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 a bankruptcy of a counterparty, 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 June 30, 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 OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily

marking-to-market

and settlement, and segregation and minimum capital requirements applicable to intermediaries.

Forward Contracts

Certain of the Funds enter into forward contracts for the purpose 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 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.

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

The Funds may collateralize 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 segregated

tri-party

account at a third party custodian to protect the counterparty against

non-payment

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of June 30, 2019, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

116

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marking-to-market

and settlement, and segregation and minimum capital requirements applicable to intermediaries.


Fair Value of Derivative Instruments as of June 30, 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		$	12,638,962	*		$	—
	ProShares Ultra VIX Short-Term Futures ETF			—				47,480,100	*
	ProShares VIX Mid-Term Futures ETF			24,233	*			697,915	*
	ProShares VIX Short-Term Futures ETF			—				15,734,742	*
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			70,684,120	*			—
	ProShares Ultra Bloomberg Natural Gas			—				649,373	*
	ProShares Ultra Gold			9,196,861	*			—
	ProShares Ultra Silver			8,228,969	*			—
	ProShares UltraPro 3x Crude Oil ETF			27,473,374	*			—
	ProShares UltraPro 3x Short Crude Oil ETF			—				3,553,108	*
	ProShares UltraShort Bloomberg Crude Oil			—				11,549,945	*
	ProShares UltraShort Bloomberg Natural Gas			—				24,924	*
	ProShares UltraShort Gold			—				1,503,532	*
	ProShares UltraShort Silver		$	—			$	770,864	*
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			—				79,002	*
	ProShares Ultra Euro			42,971				1,948
	ProShares Ultra Yen			48,415				—
	ProShares UltraShort Australian Dollar			—				140,176	*
	ProShares UltraShort Euro			37,719				977,928
	ProShares UltraShort Yen			—				416,803

		Total Trust	$	128,375,624	*		$	83,580,360	*

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

117

Table of Contents


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 Schedule of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

Table of Contents

The Effect of Derivative Instruments on the Statement of Operations

For the three months ended June

30, 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 VIX Short-Term Futures ETF	$	11,427,596		$	4,538,343
		ProShares Ultra VIX Short-Term Futures ETF		(54,975,818	)		(39,603,173	)
		ProShares VIX Mid-Term Futures ETF		(2,853,271	)		1,993,991
		ProShares VIX Short-Term Futures ETF		(11,288,249	)		(11,833,396	)
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	$	(25,911,476	)	$	14,087,183
		ProShares Ultra Bloomberg Natural Gas		(7,976,053	)		(671,150	)
		ProShares Ultra Gold		3,487,955			8,682,329
		ProShares Ultra Silver		(8,015,753	)		8,474,186
		ProShares UltraPro 3x Crude Oil ETF		3,901,537			(13,232,019	)
		ProShares UltraPro 3x Short Crude Oil ETF		1,186,904			(1,076,230	)
		ProShares UltraShort Bloomberg Crude Oil		10,123,122			(2,551,794	)
		ProShares UltraShort Bloomberg Natural Gas		3,449,841			(546,368	)
		ProShares UltraShort Gold		(1,901,072	)		(1,358,879	)
		ProShares UltraShort Silver		469,453			(1,068,581	)
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	$	76,518		$	(239,858	)
		ProShares Ultra Euro		(132,599	)		208,561
		ProShares Ultra Yen		171,283			(16,099	)
		ProShares UltraShort Australian Dollar		250,116			(74,786	)
		ProShares UltraShort Euro		1,947,377			(3,873,835	)
		ProShares UltraShort Yen		(2,600,562	)		273,224
		Total Trust	$	(79,163,151	)	$	(37,888,351	)

119

Table of Contents

The Effect of Derivative Instruments on the Statement of Operations

For the six months ended June

30, 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 VIX Short-Term Futures ETF	$	70,532,950		$	27,115,163
		ProShares Ultra VIX Short-Term Futures ETF		(250,199,159	)		(78,653,116	)
		ProShares VIX Mid-Term Futures ETF		(7,055,291	)		(4,431,788	)
		ProShares VIX Short-Term Futures ETF	$	(66,194,833	)	$	(33,113,187	)
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		50,611,681			157,491,546
		ProShares Ultra Bloomberg Natural Gas		(21,277,891	)		9,673,790
		ProShares Ultra Gold		7,580,540			4,870,890
		ProShares Ultra Silver		5,286,038			(18,413,484	)
		ProShares UltraPro 3x Crude Oil ETF		26,174,406			50,924,735
		ProShares UltraPro 3x Short Crude Oil ETF		(1,081,892	)		(10,572,583	)
		ProShares UltraShort Bloomberg Crude Oil		967,963			(35,468,826	)
		ProShares UltraShort Bloomberg Natural Gas		14,769,166			(10,862,913	)
		ProShares UltraShort Gold		(3,069,976	)		(480,966	)
		ProShares UltraShort Silver		(920,689	)		1,067,064
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		223,624			(35,721	)
		ProShares Ultra Euro		(359,872	)		(16,915	)
		ProShares Ultra Yen		93,976			(128,696	)
		ProShares UltraShort Australian Dollar		512,861			(652,001	)
		ProShares UltraShort Euro		5,276,619			555,595
		ProShares UltraShort Yen		(2,943,970	)		2,706,941
		Total Trust	$	(171,073,749	)	$	61,575,528

120

Table of Contents

The Effect of Derivative Instruments on the Statement of Operations

For the three months ended June

30, 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	$	56,008,377		$	14,232,558
		ProShares Ultra VIX Short-Term Futures ETF		(155,817,104	)		7,071,541
		ProShares VIX Mid-Term Futures ETF		247,018			(3,080,525	)
		ProShares VIX Short-Term Futures ETF		(23,529,528	)		177,711
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		39,220,725			64,077,371
		ProShares Ultra Bloomberg Natural Gas		3,945,962			(2,369,992	)
		ProShares Ultra Gold		(5,706,990	)		(5,799,159	)
		ProShares Ultra Silver		(5,627,237	)		(4,043,563	)
		ProShares UltraPro 3x Crude Oil ETF		1,740,951			6,901,529
		ProShares UltraPro 3x Short Crude Oil ETF		(6,793,148	)		(1,707,316	)
		ProShares UltraShort Bloomberg Crude Oil		(27,663,521	)		(21,642,290	)
		ProShares UltraShort Bloomberg Natural Gas		(759,484	)		171,317
		ProShares UltraShort Gold		1,572,920			1,879,470
		ProShares UltraShort Silver		334,485			475,292
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		443,811			16,282
		ProShares Ultra Euro		(1,110,032	)		46,013
		ProShares Ultra Yen		(299,704	)		22,366
		ProShares UltraShort Australian Dollar		415,369			93,610
		ProShares UltraShort Euro		22,934,693			(342,410	)
		ProShares UltraShort Yen		8,333,424			(417,848	)
		Total Trust	$	(92,109,013	)	$	55,761,957

121

Table of Contents

The Effect of Derivative Instruments on the Statement of Operations

For the six months ended June

30, 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	$	(1,827,517,354	)	$	(39,569,847	)
		ProShares Ultra VIX Short-Term Futures ETF		260,792,676			74,528,029
		ProShares VIX Mid-Term Futures ETF		3,967,454			1,837,040
		ProShares VIX Short-Term Futures ETF		53,747,452			14,188,337
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		151,738,616			25,533,633
		ProShares Ultra Bloomberg Natural Gas		5,080,774			(7,344,433	)
		ProShares Ultra Gold		2,948,285			(10,819,851	)
		ProShares Ultra Silver		7,174,506			(35,893,615	)
		ProShares UltraPro 3x Crude Oil ETF		3,361,776			8,487,486
		ProShares UltraPro 3x Short Crude Oil ETF		(11,469,115	)		(2,454,299	)
		ProShares UltraShort Bloomberg Crude Oil		(75,759,671	)		(6,360,359	)
		ProShares UltraShort Bloomberg Natural Gas		(12,513	)		1,103,321
		ProShares UltraShort Gold		(1,696,955	)		3,785,409
		ProShares UltraShort Silver		(1,262,356	)		3,178,568
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		64,225			253,501
		ProShares Ultra Euro		(309,519	)		(436,206	)
		ProShares Ultra Yen		22,846			10,565
		ProShares UltraShort Australian Dollar		(704,621	)		1,284,990
		ProShares UltraShort Euro	$	4,011,451		$	9,744,219
		ProShares UltraShort Yen		(2,918,979	)		(833,945	)
		Total Trust	$	(1,428,741,022	)	$	40,222,543

122

Table of Contents

Offsetting Assets and Liabilities


Fair Values of Derivative Instruments as of June 30, 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	$	63,955,500	$	—	$	63,955,500	$	—	$	—	$	—
ProShares Ultra Euro
Foreign currency forward contracts		42,971		—		42,971		1,948		—		1,948
ProShares Ultra Gold
Swap agreements		6,364,233		—		6,364,233		—		—		—
ProShares Ultra Silver
Swap agreements		7,150,743		—		7,150,743		—		—		—
ProShares Ultra VIX Short-Term Futures ETF
Swap agreements		—		—		—		2,214,313		—		2,214,313
ProShares Ultra Yen
Foreign currency forward contracts		48,415		—		48,415		—		—		—
ProShares UltraShort Bloomberg Crude Oil
Swap agreements		—		—		—		9,999,452		—		9,999,452
ProShares UltraShort Euro
Foreign currency forward contracts		37,719		—		37,719		977,928		—		977,928
ProShares UltraShort Gold
Swap agreements		—		—		—		1,183,904		—		1,183,904
ProShares UltraShort Silver
Swap agreements		—		—		—		706,553		—		706,553
ProShares UltraShort Yen
Foreign currency forward contracts		—		—		—		416,803		—		416,803

123

Table of Contents

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at June 30, 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 be

un-collateralized

due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.


Gross Amounts Not Offset in the Statements of Financial Condition as of June 30, 2019
Fund	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.	$	20,411,089		$	—		$	(20,411,089	)	$	—
Goldman Sachs International		12,242,346			(12,242,346	)		—			—
Royal Bank of Canada		12,425,400			—			(12,425,400	)		—
Societe Generale		5,785,856			(4,515,856	)		(1,270,000	)		—
UBS AG		13,090,809			(13,090,809	)		—			—
ProShares Ultra Euro
Goldman Sachs International		21,170			—			—			21,170
UBS AG		19,853			—			—			19,853
ProShares Ultra Gold
Citibank, N.A.		2,159,447			—			(1,568,000	)		591,447
Goldman Sachs International		1,984,333			(1,984,333	)		—			—
UBS AG		2,220,453			(2,197,167	)		—			23,286
ProShares Ultra Silver
Citibank, N.A.		2,519,423			—			(2,190,000	)		329,423
Goldman Sachs International		2,228,652			(2,018,453	)		—			210,199
UBS AG		2,402,668			(2,120,448	)		—			282,220
ProShares Ultra VIX Short-Term Futures ETF
Goldman Sachs International		(2,214,313	)		—			2,214,313			—
ProShares Ultra Yen
Goldman Sachs International		12,231			—			—			12,231
UBS AG		36,184			—			—			36,184
ProShares UltraShort Bloomberg Crude Oil
Citibank, N.A.		(3,234,411	)		3,234,411			—			—
Goldman Sachs International		(1,908,195	)		1,908,195			—			—
Royal Bank of Canada		(2,005,334	)		2,005,334			—			—
Societe Generale		(831,294	)		831,294			—			—
UBS AG		(2,020,218	)		2,020,218			—			—
ProShares UltraShort Euro
Goldman Sachs International		(390,174	)		390,174			—			—
UBS AG		(550,035	)		550,035			—			—
ProShares UltraShort Gold
Citibank, N.A.		(472,961	)		472,961			—			—
Goldman Sachs International		(374,705	)		374,705			—			—
UBS AG		(336,238	)		336,238			—			—
ProShares UltraShort Silver
Citibank, N.A.		(234,050	)		234,050			—			—
Goldman Sachs International		(179,963	)		179,963			—			—
UBS AG		(292,540	)		292,540			—			—
ProShares UltraShort Yen
Goldman Sachs International		(223,110	)		223,110			—			—
UBS AG		(193,693	)		193,693			—			—

124

Table of Contents

The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of December 31, 2018:


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

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Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at December 31, 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 be un-collateralized due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.


Gross Amounts Not Offset in the Statements of Financial Condition as of December 31, 2018
Fund	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			—

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NOTE 4 – AGREEMENTS

Management Fee

The Management Fee is paid in consideration of the Sponsor’s trading advisory services and the other services provided to the 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 licensors for the 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 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 Schedule

K-1

preparation and mailing fees not exceeding 0.10% per annum of the net assets of a Fund, and report preparation and mailing expenses.

Non-Recurring

Fees and Expenses

Each Fund pays all its

non-recurring

and unusual fees and expenses, if any, as determined by the Sponsor.

Non-recurring

and unusual fees and expenses are fees and expenses 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

BNY Mellon Asset Servicing, a division of The Bank of New York ~~Stock~~Mellon (“BNY Mellon”) serves as the Administrator of the Funds. The Trust, on its own behalf and on behalf of each Fund, and BNY Mellon have entered into an 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, BNY Mellon prepares and files certain regulatory filings on behalf of the Funds. 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 BNY Mellon from time to time. 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

BNY Mellon serves as the Custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund, and BNY Mellon have entered into a custody agreement (the “Custody Agreement”) in connection therewith. Pursuant to the terms of the Custody Agreement, 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 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

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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. 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

Transaction Fees on Creation and Redemption Transactions

The manner by which Creation Units are purchased or redeemed is 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 (typically $250) in connection with each order to create or redeem a Creation Unit in order to compensate 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.

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Transaction fees for the three and six months ended June 30, 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 June 30, 2019		Six Months Ended June 30, 2019
ProShares Short Euro	$	—	$	—
ProShares Short VIX Short-Term Futures ETF		60,174		67,605
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		534,906		981,705
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		7,404		12,664
ProShares VIX Short-Term Futures ETF		59,295		64,220

Total Trust	$	661,779	$	1,262,891

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NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended June 30, 2019

For the Three Months Ended June 30, 2019 (unaudited)


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 March 31, 2019	$	44.43		$	52.31		$	21.52		$	20.33		$	14.29		$	37.32
Net investment income gain (loss)		0.14			0.10			0.07			0.03			0.04			0.11
Net realized and unrealized gain (loss)#		(0.32	)		2.10			(1.96	)		(6.51	)		0.17			6.35
Change in net asset value from operations		(0.18	)		2.20			(1.89	)		(6.48	)		0.21			6.46
Net asset value, at June 30, 2019	$	44.25		$	54.51		$	19.63		$	13.85		$	14.50		$	43.78
Market value per share, at March 31, 2019 †	$	44.41		$	52.36		$	21.53		$	20.42		$	14.31		$	37.24
Market value per share, at June 30, 2019 †	$	44.26		$	53.87		$	19.32		$	13.92		$	14.51		$	43.80
Total Return, at net asset value^		(0.4	)%		4.2	%		(8.8	)%		(31.9	)%		1.5	%		17.3	%
Total Return, at market value^		(0.3	)%		2.9	%		(10.3	)%		(31.8	)%		1.4	%		17.6	%
Ratios to Average Net Assets **
Expense ratio		0.96	%		1.17	%		0.99	%		1.39	%		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)		1.29	%		0.73	%		1.30	%		0.78	%		1.09	%		1.21	%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2019.

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For the Three Months Ended June 30, 2019 (unaudited)


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 March 31, 2019	$	24.52		$	39.00		$	55.65		$	26.95		$	20.62		$	54.42
Net investment income gain (loss)		0.07			0.03			0.14			0.06			0.04			0.17
Net realized and unrealized gain (loss)#		0.03			(8.66	)		2.30			(4.47	)		(0.86	)		1.17
Change in net asset value from operations		0.10			(8.63	)		2.44			(4.41	)		(0.82	)		1.34
Net asset value, at June 30, 2019	$	24.62		$	30.37		$	58.09		$	22.54		$	19.80		$	55.76
Market value per share, at March 31, 2019 †	$	24.48		$	38.90		$	55.64		$	26.97		$	20.60		$	54.41
Market value per share, at June 30, 2019 †	$	24.65		$	31.49		$	58.09		$	22.00		$	20.28		$	55.76
Total Return, at net asset value^		0.4	%		(22.1	)%		4.4	%		(16.4	)%		(4.0	)%		2.5	%
Total Return, at market value^		0.7	%		(19.0	)%		4.4	%		(18.4	)%		(1.6	)%		2.5	%
Ratios to Average Net Assets **
Expense ratio		0.97	%		1.52	%		0.95	%		1.25	%		1.40	%		1.02	%
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)		1.19	%		0.36	%		1.00	%		0.90	%		0.76	%		1.24	%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2019.

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For the Three Months Ended June 30, 2019 (unaudited)


Per Share Operating Performance	UltraShort Bloomberg Crude Oil			UltraShort Bloomberg Natural Gas			UltraShort Euro			UltraShort Gold			UltraShort Silver			UltraShort Yen
Net asset value, at March 31, 2019	$	16.89		$	22.65		$	25.67		$	72.42		$	39.18		$	76.47
Net investment income gain (loss)		0.04			0.03			0.09			0.19			0.10			0.26
Net realized and unrealized gain (loss)#		(0.07	)		8.07			(0.37	)		(11.47	)		(1.06	)		(3.27	)
Change in net asset value from operations		(0.03	)		8.10			(0.28	)		(11.28	)		(0.96	)		(3.01	)
Net asset value, at June 30, 2019	$	16.86		$	30.75		$	25.39		$	61.14		$	38.22		$	73.46
Market value per share, at March 31, 2019 †	$	16.88		$	22.51		$	25.67		$	72.61		$	39.24		$	76.44
Market value per share, at June 30, 2019 †	$	17.12		$	30.58		$	25.34		$	61.10		$	38.18		$	73.46
Total Return, at net asset value^		(0.2	)%		35.8	%		(1.1	)%		(15.6	)%		(2.5	)%		(3.9	)%
Total Return, at market value^		1.4	%		35.9	%		(1.3	)%		(15.9	)%		(2.7	)%		(3.9	)%
Ratios to Average Net Assets**
Expense ratio		1.04	%		1.70	%		0.95	%		0.98	%		1.01	%		0.95	%
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)		1.08	%		0.55	%		1.34	%		1.04	%		0.97	%		1.36	%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2019.

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For the Three Months Ended June 30, 2019 (unaudited)


Per Share Operating Performance	VIX Mid-Term Futures ETF			VIX Short- Term Futures ETF
Net asset value, at March 31, 2019	$	21.64		$	24.08
Net investment income gain (loss)		0.07			0.07
Net realized and unrealized gain (loss)#		(0.29	)		(3.29	)
Change in net asset value from operations		(0.22	)		(3.22	)
Net asset value, at June 30, 2019	$	21.42		$	20.86
Market value per share, at March 31, 2019 †	$	21.59		$	24.02
Market value per share, at June 30, 2019 †	$	21.63		$	21.40
Total Return, at net asset value^		(1.0	)%		(13.4	)%
Total Return, at market value^		0.2	%		(10.9	)%
Ratios to Average Net Assets**
Expense ratio		0.95	%		0.98	%
Expense ratio, excluding non-recurring fees and expenses, and brokerage commissions and fees		0.85	%		0.85	%
Net investment income gain (loss)		1.37	%		1.27	%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2019.

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Selected data for a Share outstanding throughout the three months ended June 30, 2018

For the Three Months Ended June 30, 2018 (unaudited)


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 March 31, 2018	$	39.25		$	46.37		$	27.48		$	27.48		$	18.10		$	41.44
Net investment income gain (loss)		0.04			(0.05	)		0.04			0.02			0.01			0.08
Net realized and unrealized gain (loss)#		2.31			4.78			6.81			1.78			(2.02	)		(5.03	)
Change in net asset value from operations		2.35			4.73			6.85			1.80			(2.01	)		(4.95	)
Net asset value, at June 30, 2018	$	41.60		$	51.10		$	34.33		$	29.28		$	16.09		$	36.49
Market value per share, at March 31, 2018 †	$	39.04		$	46.96		$	27.50		$	27.53		$	18.09		$	41.55
Market value per share, at June 30, 2018 †	$	41.53		$	50.88		$	34.38		$	29.27		$	16.06		$	36.56
Total Return, at net asset value^		6.0	%		10.2	%		24.9	%		6.6	%		(11.1	)%		(11.9	)%
Total Return, at market value^		6.4	%		8.3	%		25.0	%		6.3	%		(11.2	)%		(12.0	)%
Ratios to Average Net Assets**
Expense ratio		0.97	%		1.27	%		0.98	%		1.30	%		0.95	%		0.95	%
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)		0.39	%		(0.42	)%		0.61	%		0.29	%		0.15	%		0.76	%

*	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2018.

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For the Three Months Ended June 30, 2018 (unaudited)


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 March 31, 2018	$	30.83		$	95.02		$	63.48		$	46.30		$	30.80		$	47.09
Net investment income gain (loss)		0.05			(0.16	)		(0.05	)		(0.15	)		(0.08	)		0.03
Net realized and unrealized gain (loss)#		(1.50	)		(33.60	)		(5.55	)		16.63			(11.41	)		3.40
Change in net asset value from operations		(1.45	)		(33.76	)		(5.60	)		16.48			(11.49	)		3.43
Net asset value, at June 30, 2018	$	29.38		$	61.26		$	57.88		$	62.78		$	19.31		$	50.52
Market value per share, at March 31, 2018 †	$	31.09		$	92.65		$	63.49		$	46.33		$	30.77		$	47.18
Market value per share, at June 30, 2018 †	$	29.66		$	61.70		$	58.33		$	63.02		$	19.27		$	51.20
Total Return, at net asset value^		(4.7	)%		(35.5	)%		(8.8	)%		35.6	%		(37.3	)%		7.3	%
Total Return, at market value^		(4.6	)%		(33.4	)%		(8.1	)%		36.0	%		(37.4	)%		8.5	%
Ratios to Average Net Assets**
Expense ratio		0.95	%		1.57	%		0.95	%		1.19	%		1.23	%		1.02	%
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)		0.68	%		(1.02	)%		(0.34	)%		(1.15	)%		(1.19	)%		0.26	%

*	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2018.

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For the Three Months Ended June 30, 2018 (unaudited)


Per Share Operating Performance	UltraShort Bloomberg Crude Oil			UltraShort Bloomberg Natural Gas			UltraShort Euro			UltraShort Gold			UltraShort Silver			UltraShort Yen
Net asset value, at March 31, 2018	$	19.96		$	42.88		$	20.33		$	67.14		$	33.93		$	67.20
Net investment income gain (loss)		0.03			(0.02	)		0.04			0.12			0.05			0.12
Net realized and unrealized gain (loss)#		(5.06	)		(4.27	)		2.42			8.39			0.79			6.17
Change in net asset value from operations		(5.03	)		(4.29	)		2.46			8.51			0.84			6.29
Net asset value, at June 30, 2018	$	14.93		$	38.59		$	22.79		$	75.65		$	34.77		$	73.49
Market value per share, at March 31, 2018 †	$	19.95		$	42.83		$	20.32		$	66.98		$	33.54		$	67.14
Market value per share, at June 30, 2018 †	$	14.91		$	38.62		$	22.79		$	75.39		$	34.40		$	73.44
Total Return, at net asset value^		(25.2	)%		(10.0	)%		12.1	%		12.7	%		2.5	%		9.4	%
Total Return, at market value^		(25.3	)%		(9.8	)%		12.2	%		12.6	%		2.6	%		9.4	%
Ratios to Average Net Assets**
Expense ratio		0.99	%		1.36	%		0.95	%		0.95	%		0.95	%		0.95	%
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)		0.76	%		(0.19	)%		0.66	%		0.68	%		0.61	%		0.70	%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2018.

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For the Three Months Ended June 30, 2018 (unaudited)


Per Share Operating Performance	VIX Mid- Term Futures ETF			VIX Short- Term Futures ETF
Net asset value, at March 31, 2018	$	26.61		$	39.76
Net investment income gain (loss)		0.00	(1)		(0.01	)
Net realized and unrealized gain (loss)#		(3.58	)		(9.33	)
Change in net asset value from operations		(3.58	)		(9.34	)
Net asset value, at June 30, 2018	$	23.03		$	30.42
Market value per share, at March 31, 2018 †	$	26.45		$	39.15
Market value per share, at June 30, 2018 †	$	23.02		$	30.52
Total Return, at net asset value^		(13.5	)%		(23.5	)%
Total Return, at market value^		(13.0	)%		(22.0	)%
Ratios to Average Net Assets**
Expense ratio		0.91	%		0.97	%
Expense ratio, excluding non-recurring fees and expenses, and brokerage commissions and fees		0.85	%		0.85	%
Net investment income gain (loss)		0.06	%		(0.06	)%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2018.

(1)	Amount represents less than $0.005.

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Selected data for a Share outstanding throughout the six months ended June 30, 2019

For the Six Months Ended June 30, 2019 (unaudited)


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)		0.29			0.10			0.11			0.07			0.08			0.21
Net realized and unrealized gain (loss)#		0.86			12.05			6.46			(11.50	)		(0.67	)		6.45
Change in net asset value from operations		1.15			12.15			6.57			(11.43	)		(0.59	)		6.66
Net asset value, at June 30, 2019	$	44.25		$	54.51		$	19.63		$	13.85		$	14.50		$	43.78
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 June 30, 2019 †	$	44.26		$	53.87		$	19.32		$	13.92		$	14.51		$	43.80
Total Return, at net asset value^		2.7	%		28.7	%		50.3	%		(45.2	)%		(3.9	)%		17.9	%
Total Return, at market value^		2.8	%		27.4	%		45.3	%		(46.1	)%		(4.1	)%		17.1	%
Ratios to Average Net Assets**
Expense ratio		0.97	%		1.36	%^^		0.98	%		1.34	%		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)		1.30	%		0.39	%		1.15	%		0.77	%		1.07	%		1.10	%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2019.

^^	Expense ratio, excluding non-recurring fees and expense is 1.16%.

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For the Six Months Ended June 30, 2019 (unaudited)


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)		0.13			0.03			0.30			0.10			0.08			0.33
Net realized and unrealized gain (loss)#		(1.90	)		(51.12	)		0.26			9.36			(30.07	)		0.13
Change in net asset value from operations		(1.77	)		(51.09	)		0.56			9.46			(29.99	)		0.46
Net asset value, at June 30, 2019	$	24.62		$	30.37		$	58.09		$	22.54		$	19.80		$	55.76
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 June 30, 2019 †	$	24.65		$	31.49		$	58.09		$	22.00		$	20.28		$	55.76
Total Return, at net asset value^		(6.7	)%		(62.7	)%		1.0	%		72.3	%		(60.2	)%		0.8	%
Total Return, at market value^		(6.5	)%		(61.5	)%		0.9	%		63.3	%		(58.1	)%		1.5	%
Ratios to Average Net Assets**
Expense ratio		0.97	%		1.53	%^^		0.95	%		1.20	%		1.36	%		1.02	%
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)		1.05	%		0.15	%		1.06	%		0.85	%		0.72	%		1.20	%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2019.

^^	Expense ratio, excluding non-recurring fees and expense is 1.52%.

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For the Six Months Ended June 30, 2019 (unaudited)


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, 2018	$	29.79		$	21.61		$	24.27		$	73.28		$	37.13		$	73.89
Net investment income gain (loss)		0.10			0.07			0.16			0.35			0.17			0.49
Net realized and unrealized gain (loss)#		(13.03	)		9.07			0.96			(12.49	)		0.92			(0.92	)
Change in net asset value from operations		(12.93	)		9.14			1.12			(12.14	)		1.09			(0.43	)
Net asset value, at June 30, 2019	$	16.86		$	30.75		$	25.39		$	61.14		$	38.22		$	73.46
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 June 30, 2019 †	$	17.12		$	30.58		$	25.34		$	61.10		$	38.18		$	73.46
Total Return, at net asset value^		(43.4	)%		42.3	%		4.6	%		(16.6	)%		2.9	%		(0.6	)%
Total Return, at market value^		(41.5	)%		44.1	%		4.5	%		(16.1	)%		2.9	%		(0.5	)%
Ratios to Average Net Assets**
Expense ratio		1.03	%		1.49	%		0.95	%		0.97	%		1.00	%		0.95	%
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)		1.07	%		0.60	%		1.28	%		1.00	%		0.89	%		1.32	%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2019.

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For the Six Months Ended June 30, 2019 (unaudited)


Per Share Operating Performance	VIX Mid- Term Futures ETF			VIX Short- Term Futures ETF
Net asset value, at December 31, 2018	$	26.65		$	38.58
Net investment income gain (loss)		0.14			0.15
Net realized and unrealized gain (loss)#		(5.37	)		(17.87	)
Change in net asset value from operations		(5.23	)		(17.72	)
Net asset value, at June 30, 2019	$	21.42		$	20.86
Market value per share, at December 31, 2018 †	$	26.74		$	38.61
Market value per share, at June 30, 2019 †	$	21.63		$	21.40
Total Return, at net asset value^		(19.6	)%		(45.9	)%
Total Return, at market value^		(19.1	)%		(44.6	)%
Ratios to Average Net Assets**
Expense ratio		0.94	%		0.94	%
Expense ratio, excluding non-recurring fees and expenses, and brokerage commissions and fees		0.85	%		0.85	%
Net investment income gain (loss)		1.28	%		1.20	%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2019.

Table of Contents

Selected data for a Share outstanding throughout the six months ended June 30, 2018

For the Six Months Ended June 30, 2018 (unaudited)


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)		0.04			(0.22	)		0.06			0.02			0.01			0.11
Net realized and unrealized gain (loss)#		1.60			(457.88	)		10.61			(3.38	)		(1.36	)		(3.50	)
Change in net asset value from operations		1.64			(458.10	)		10.67			(3.36	)		(1.35	)		(3.39	)
Net asset value, at June 30, 2018	$	41.60		$	51.10		$	34.33		$	29.28		$	16.09		$	36.49
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 June 30, 2018 †	$	41.53		$	50.88		$	34.38		$	29.27		$	16.06		$	36.56
Total Return, at net asset value^		4.1	%		(90.0	)%		45.1	%		(10.3	)%		(7.7	)%		(8.5	)%
Total Return, at market value^		3.9	%		(90.1	)%		46.7	%		(9.9	)%		(8.0	)%		(10.1	)%
Ratios to Average Net Assets**
Expense ratio		0.97	%		1.44	%		0.97	%		1.22	%		0.95	%		0.95	%
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)		0.22	%		(0.63	)%		0.45	%		0.16	%		0.10	%		0.56	%

*	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2018.

Table of Contents

For the Six Months Ended June 30, 2018 (unaudited)


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)		0.08			(0.35	)		(0.11	)		(0.27	)		(0.17	)		0.03
Net realized and unrealized gain (loss)#		(4.25	)		9.94			0.67			25.27			(22.84	)		4.82
Change in net asset value from operations		(4.17	)		9.59			0.56			25.00			(23.01	)		4.85
Net asset value, at June 30, 2018	$	29.38		$	61.26		$	57.88		$	62.78		$	19.31		$	50.52
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 June 30, 2018 †	$	29.66		$	61.70		$	58.33		$	63.02		$	19.27		$	51.20
Total Return, at net asset value^		(12.4	)%		18.6	%		1.0	%		66.2	%		(54.4	)%		10.6	%
Total Return, at market value^		(12.4	)%		20.9	%		1.5	%		69.3	%		(55.1	)%		12.0	%
Ratios to Average Net Assets**
Expense ratio		0.95	%		1.74	%		0.95	%		1.18	%		1.22	%		1.02	%
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)		0.52	%		(1.11	)%		(0.37	)%		(1.12	)%		(1.16	)%		0.13	%

*	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2018.

Table of Contents

For the Six Months Ended June 30, 2018 (unaudited)


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)		0.05			(0.08	)		0.05			0.17			0.07			0.18
Net realized and unrealized gain (loss)#		(9.43	)		(0.81	)		1.53			5.01			2.99			(1.62	)
Change in net asset value from operations		(9.38	)		(0.89	)		1.58			5.18			3.06			(1.44	)
Net asset value, at June 30, 2018	$	14.93		$	38.59		$	22.79		$	75.65		$	34.77		$	73.49
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 June 30, 2018 †	$	14.91		$	38.62		$	22.79		$	75.39		$	34.40		$	73.44
Total Return, at net asset value^		(38.6	)%		(2.3	)%		7.4	%		7.4	%		9.6	%		(1.9	)%
Total Return, at market value^		(39.3	)%		(2.6	)%		7.5	%		9.1	%		9.6	%		(2.1	)%
Ratios to Average Net Assets**
Expense ratio		0.98	%		1.39	%		0.95	%		0.95	%		0.95	%		0.95	%
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)		0.53	%		(0.39	)%		0.51	%		0.49	%		0.45	%		0.51	%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2018.

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For the Six Months Ended June 30, 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)		(0.02	)
Net realized and unrealized gain (loss)#		1.74			7.10
Change in net asset value from operations		1.74			7.08
Net asset value, at June 30, 2018	$	23.03		$	30.42
Market value per share, at December 31, 2017 †	$	21.15		$	23.15
Market value per share, at June 30, 2018 †	$	23.02		$	30.52
Total Return, at net asset value^		8.2	%		30.3	%
Total Return, at market value^		8.8	%		31.8	%
Ratios to Average Net Assets**
Expense ratio		0.98	%		1.03	%
Expense ratio, excluding non-recurring fees and expenses, and brokerage commissions and fees		0.85	%		0.85	%
Net investment income gain (loss)		(0.01	)%		(0.12	)%

**	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 NYSE Arca, which may be later than when the Funds’ net asset is calculated.

^	Percentages are not annualized for the period ended June 30, 2018.

(1)	Amount represents less than $0.005.

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NOTE 8 – RISK

Correlation and Compounding Risk

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than a single day (as measured from NAV calculation time to NAV calculation time). The return of a Geared Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ in amount and possibly even direction from one-half the inverse (-0.5x), the inverse (-1x), two times the inverse (-2x), 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 UltraPro Short Funds), as a result of daily rebalancing, the benchmark’s volatility, compounding, and 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 over time.

Each Ultra, UltraShort, UltraPro and 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 an UltraShort or UltraPro Short Fund is designed to return 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 significant risks 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. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily.

While the Funds seek to meet their investment objectives, there is no guarantee they will do so. Factors that may affect a Fund’s ability to 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 in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology; (7) changes to a benchmark Index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; (10) accounting standards; and (11) differences caused by a Fund obtaining exposure to only a representative sample of the components of a benchmark, over weighting or 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, 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.,

-0.5x,

-1x,

-2x,

-3x,

1.5x, 2x, or 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.

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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

Each Fund may use derivatives such as swap agreements and forward contracts (collectively referred to herein as “derivatives”) in the manner described herein as a means to achieve their respective investment objectives. The use of derivatives by a Fund exposes the Fund to counterparty risks.

Regulatory Treatment

Derivatives are generally traded in OTC markets and have only recently become subject to comprehensive regulation in the 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 may not apply to all of the swap agreements and forward contracts entered into by the Funds. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of “the Commodity Exchange ~~Archipelago~~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 of the counterparties to the derivatives. In the case of cleared 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 derivatives, the Funds will be subject to the credit risk of the counterparty to the transaction – typically a single bank or financial institution. As a result, a Fund is subject to increased credit risk with respect to the amount it expects to receive from counterparties to 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, there are no limitations on the percentage of 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 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. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed to the party under the agreement. For

147

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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 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 derivatives benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. 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 do not necessarily benefit from such 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, subject to applicable law.

The counterparty risk for cleared derivatives transactions is generally lower than for OTC derivatives. Once a transaction is cleared, the clearing organization is substituted and is a Fund’s counterparty on the derivative. The clearing organization guarantees the performance of the other side of the derivative. Nevertheless, some risk remains, as there is no assurance that the clearing organization, or its members, will satisfy its obligations to a Fund.

Leverage Risk

increases the risk of total loss of an investor’s 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, a

single-day

movement in the relevant benchmark approaching 50% 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 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 downward

single-day

or intraday movements in the underlying benchmark of an Ultra Fund and UltraPro Fund or upward

single-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

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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 2018 may specify a January 2019 expiration. As that contract nears expiration, it may be replaced by selling the January 2019 contract and purchasing the contract expiring in March 2019. 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 2019 contract would take place at a price that is higher than the price at which the March 2019 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 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 UltraPro Short Funds, and positively affect the Ultra Funds, UltraPro Funds and Matching VIX Funds.

Gold and silver have historically 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.

NOTE 9 – SUBSEQUENT EVENTS

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

This information should be read in conjunction with the financial statements and notes to the financial statements included with this Quarterly Report on Form

10-Q.

The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “intend,” “project,” “seek” or the negative of these terms or other comparable terminology. None of the Trust, the Sponsor, the Trustee, or the 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 (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of June 30, 2019, the following twenty series of the Trust have commenced investment operations: (i) ProShares VIX Short-Term Futures ETF and ProShares VIX

Mid-Term

10-Q.

The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in this Quarterly Report on Form

10-Q.

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 Form

10-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.

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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

that over ~~a single day and over~~ time, ~~that~~ match the performance of ~~its~~the 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, as applicable, 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. Accordingly, these~~use leverage. Geared 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 VIX

Mid-Term

Futures Index (the

“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 a

per-Share

market price that varies depending on, among other factors, the trading price of the Shares of each Fund on the NYSE Arca, the NAV and the supply of and demand for the Shares at the time of the offer. Shares from the same Creation Unit may be offered at different times and may have different offering prices based upon the above factors. The form of Authorized Participant Agreement and related Authorized Participant Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants do not receive from any Fund, the Sponsor, or any of their affiliates, any underwriting fees or compensation in connection with their sale of Shares to the public.

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 website at www.sec.gov.

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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~~six months ended ~~September~~June 30, ~~2017~~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
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 VIX Short-Term Futures ETF
   2,102,194    248,974    3,484,888    848,132
ProShares Ultra VIX Short-Term Futures ETF
   866,857    400,731    1,833,411    1,227,394
ProShares UltraShort Bloomberg Crude Oil
   458,896    112,015    998,438    345,514
ProShares UltraPro 3X Short Crude Oil ETF
   —      —      —      —
ProShares UltraShort Bloomberg Natural Gas
   11,436    2,395    25,909    16,513
ProShares UltraShort Gold
   85,802    44,515    202,149    118,780
ProShares UltraShort Silver
   44,411    22,794    103,317    71,536
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
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


Fund	Interest Income Three Months Ended June 30, 2019		Interest Income Three Months Ended June 30, 2018		Interest Income Six Months Ended June 30, 2019		Interest Income Six Months Ended June 30, 2018
ProShares Short Euro	$	125,445	$	27,459	$	190,623	$	47,026
ProShares Short VIX Short-Term Futures ETF		1,883,798		1,311,550		3,468,359		3,081,523
ProShares Ultra Bloomberg Crude Oil		2,163,795		1,695,702		4,304,180		3,121,667
ProShares Ultra Bloomberg Natural Gas		139,008		117,918		256,843		253,993
ProShares Ultra Euro		35,464		24,676		74,967		49,755
ProShares Ultra Gold		409,424		392,349		825,009		704,893
ProShares Ultra Silver		931,284		928,110		1,835,738		1,701,974
ProShares Ultra VIX Short-Term Futures ETF		2,683,047		573,151		4,101,153		1,239,894
ProShares Ultra Yen		18,875		4,582		45,884		8,736
ProShares UltraPro 3x Crude Oil ETF		623,652		2,443		1,238,995		4,988
ProShares UltraPro 3x Short Crude Oil ETF		105,502		2,063		177,007		6,267
ProShares UltraShort Australian Dollar		47,222		23,124		95,764		44,263
ProShares UltraShort Bloomberg Crude Oil		424,765		789,599		786,536		1,519,016
ProShares UltraShort Bloomberg Natural Gas		48,278		15,929		108,153		31,067
ProShares UltraShort Euro		805,304		783,229		1,579,922		1,401,213
ProShares UltraShort Gold		102,278		114,979		197,489		205,123
ProShares UltraShort Silver		86,447		84,825		156,561		143,417
ProShares UltraShort Yen		298,433		358,903		590,801		671,423
ProShares VIX Mid-Term Futures ETF		225,718		48,342		491,131		110,046
ProShares VIX Short-Term Futures ETF		1,284,160		235,501		2,136,366		512,029

Each Fund’s underlying swaps, futures, forward contracts and foreign currency forward contracts, as applicable, may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, swaps and forward contracts are not traded on an exchange, do not have uniform terms and conditions, and in general are not transferable without the consent of the counterparty. In the case of futures contracts, commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no futures trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, positions in such futures contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Such market conditions could prevent a Fund from promptly liquidating its futures positions.

Entry into swap agreements or forward contracts may further impact liquidity because these contractual agreements are executed

“off-exchange”

between private parties and, therefore, the time required to offset or “unwind” these positions may be greater than that for exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

The large size of the positions in which a Fund may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Investments related to one benchmark, which in many cases is highly concentrated.

Because each Fund may enter into swaps and may trade futures and forward contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk).

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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 Form

10-Q.

Credit Risk

When a Fund enters into swap agreements, futures contracts or forward contracts, the Fund is exposed to credit risk that the counterparty to the contract will not meet its obligations.

The counterparty for futures contracts traded on United States and most foreign futures exchanges as well as certain swaps is the clearing house associated with the particular exchange. In general, clearing houses are backed by their corporate members who may be required to share in the financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearing house is not backed by the clearing members (i.e., some foreign exchanges, which may become applicable in the future), it may be backed by a consortium of banks or other financial institutions.

Certain swap and forward agreements are contracted for directly with counterparties. There can be no assurance that any counterparty, clearing member or clearing house will meet its obligations to a Fund.

Swap agreements do not generally involve the delivery of underlying assets either at the outset of a transaction or upon settlement. Accordingly, if the counterparty to an ~~uncleared~~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 segregated

tri-party

accounts at the Fund’s custodian bank.

Forward agreements do not involve the delivery of assets at the onset of a transaction, but may be settled physically in the underlying asset if such contracts are held to expiration, particularly in the case of currency forwards. Thus, prior to settlement, if the counterparty to a forward contract defaults, a Fund’s risk of loss will generally consist of the net amount of payments that the Fund is contractually entitled to receive, if any. However, if physically settled forwards are held until expiration (presently, there is no plan to do this), at the time of settlement, a Fund may be at risk for the full notional value of the forward contracts depending on the type of settlement procedures used.

The Sponsor attempts to minimize certain of these market and credit risks by normally:

executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;

limiting the outstanding amounts due from counterparties to the Funds;

not posting margin directly with a counterparty;

requiring that the counterparty posts collateral in amounts approximately equal to that owed to the Funds, as marked to market daily, subject to certain minimum thresholds;

limiting the amount of margin or premium posted at a futures commission merchant (“FCM”); and

ensuring that deliverable contracts are not held to such a date when delivery of the underlying asset could be called for.

Off-Balance

Sheet Arrangements and Contractual Obligations

As of ~~November~~August 2, ~~2017,~~2019, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate

off-balance

sheet financing arrangements and have no loan guarantee arrangements or

off-balance

sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Funds. While each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Fund’s financial position.

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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~~June 30, ~~2017.~~

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.

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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.

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Results of Operations for the Three Months Ended ~~September~~June 30, ~~2017~~2019 Compared to the Three Months Ended ~~September~~June 30, ~~2016~~

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~~June 30, ~~2017~~2019 and ~~2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 162,053,094 $ 190,955,944
NAV end of period
   $ 191,364,819 $ 227,819,218
Percentage change in NAV
   18.1 % 19.3 %
Shares outstanding beginning of period
   3,796,113 1,057,491
Shares outstanding end of period
   5,876,317 1,996,113
Percentage change in shares outstanding
   54.8 % 88.8 %
Shares created
   3,106,250 1,151,250
Shares redeemed
   1,026,046 212,628
Per share NAV beginning of period
   $ 42.69 $ 180.57
Per share NAV end of period
   $ 32.57 $ 114.13
Percentage change in per share NAV
   (23.7 )% (36.8 )%
Percentage change in benchmark
   (23.4 )% (36.8 )%
Benchmark annualized volatility
   65.8 % 55.1 %

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	22,213,438		$	7,850,562
NAV end of period	$	22,127,403		$	8,319,329
Percentage change in NAV		(0.4	)%		6.0	%
Shares outstanding beginning of period		500,000			200,000
Shares outstanding end of period		500,000			200,000
Percentage change in shares outstanding		—			—
Shares created		—			—
Shares redeemed		—			—
Per share NAV beginning of period	$	44.43		$	39.25
Per share NAV end of period	$	44.25		$	41.60
Percentage change in per share NAV		(0.4	)%		6.0	%
Percentage change in benchmark		1.4	%		(5.1	)%
Benchmark annualized volatility		4.5	%		7.4	%

During the three months ended ~~September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 3,796,113 outstanding Shares at~~ June 30, ~~2017 to 5,876,317 outstanding Shares at September 30, 2017. The increase in~~2019, the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended September 30, 2016, the increase 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 fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

~~For the three months ended September 30, 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 23.7% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 36.8% 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 $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.

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)
   $ (61,284 )    $ (407,697 )
Management fee
   381,123    474,982
Brokerage commissions
   59,243    76,959
Net realized gain (loss)
   (27,446,786 )    (101,781,283 )
Change in net unrealized appreciation/depreciation
   (17,216,367 )    6,811,763
Net income (loss)
   $ (44,724,437 )    $ (95,377,217 )

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 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.~~

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 and 2016:~~

   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 %

~~During the three months ended September 30, 2017, the increase~~ in the Fund’s NAV resulted primarily ~~from an increase from 9,900,000 outstanding Shares at June 30, 2017 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~~before fees and ~~expenses)~~expenses, that correspond to the inverse (-1x) 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 March 31, 2019 to June 30, 2019. By comparison, during the three months ended ~~September~~June 30, ~~2016,~~2018, the ~~decrease~~increase 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 effect of the Fund seeking daily investment results, ~~(before~~before fees and ~~expenses)~~expenses, that correspond to the inverse

(-1x)

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 March 31, 2018 to June 30, 2018.

For the three months ended ~~September~~June 30, ~~2017~~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 ~~increase~~decrease of ~~16.9%~~0.4% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV increase of ~~45.7%~~6.0% for the three months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to ~~a lesser appreciation~~depreciation in the value of the assets ofheld by the Fund during the three months ended ~~September~~June 30, ~~2017.~~

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.

2019.

The benchmark’s ~~decline~~rise of ~~23.4%~~1.4% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the benchmark’s decline of ~~36.8%~~5.1% for the three months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to ~~a lesser decline~~an increase in the value of the ~~prices of~~euro versus the ~~near-term futures contracts on the VIX futures curve~~U.S. dollar during the ~~three months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ (1,640,811 )    $ (1,171,428 )
Management fee
   2,376,444    951,001
Brokerage commissions
   1,366,561    469,401
Net realized gain (loss)
   188,307,524    277,233,576
Change in net unrealized appreciation/depreciation
   100,090,454    (51,779,349 )
Net income (loss)
   $ 286,757,167    $ 224,282,799

2018:

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	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	71,866		$	7,908
Management fee		52,792			19,231
Brokerage commission		787			320
Net realized gain (loss)		76,518			443,811
Change in net unrealized appreciation/depreciation		(234,419	)		17,048
Net Income (loss)	$	(86,035	)	$	468,767

The Fund’s net income ~~increased~~decreased for the three months ended ~~September~~June 30, ~~2017,~~2019 as compared to the three months ended ~~September~~June 30, ~~2016,~~2018, primarily due to ~~a decrease in the prices of near-term futures contracts on the VIX futures curve, in conjunction with~~ an increase in ~~shares outstanding,~~the value of the euro versus the U.S. dollar during the three months ended ~~September~~June 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~~ 2019. ProShares Short ~~VIX Short-Term Futures ETF.~~

~~ProShares Ultra~~ VIX Short-Term Futures ETF*

ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016:~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 2016
NAV beginning of period
   $ 378,714,636 $ 839,613,853
NAV end of period
   $ 535,095,732 $ 738,749,800
Percentage change in NAV
   41.3 % (12.0 )%
Shares outstanding beginning of period
   9,631,952 920,025
Shares outstanding end of period
   25,927,238 2,185,383
Percentage change in shares outstanding
   169.2 % 137.5 %
Shares created
   33,400,000 2,356,500
Shares redeemed
   17,104,14 1,091,142
Per share NAV beginning of period
   $ 39.32 $ 912.60
Per share NAV end of period
   $ 20.64 $ 338.04
Percentage change in per share NAV
   (47.5 )% (63.0 )%
Percentage change in benchmark
   (23.4 )% (36.8 )%
Benchmark annualized volatility
   65.8 % 55.1 %

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	441,188,509		$	693,246,689
NAV end of period	$	337,102,327		$	528,238,767
Percentage change in NAV		(23.6	)%		(23.8	)%
Shares outstanding beginning of period		8,434,307			14,950,000
Shares outstanding end of period		6,184,307			10,337,500
Percentage change in shares outstanding		(26.7	)%		(30.9	)%
Shares created		—			25,000
Shares redeemed		2,250,000			4,637,500
Per share NAV beginning of period	$	52.31		$	46.37
Per share NAV end of period	$	54.51		$	51.10
Percentage change in per share NAV		4.2	%		10.2	%
Percentage change in benchmark		(13.2	)%		(23.1	)%
Benchmark annualized volatility		59.9	%		59.9	%

During the three months ended ~~September~~June 30, ~~2017,~~2019, the ~~increase~~decrease in the Fund’s NAV resulted primarily from ~~an increase~~a decrease from ~~9,631,952~~8,434,307 outstanding Shares at March 31, 2019 to 6,184,307 outstanding Shares at June 30, ~~2017 to 25,927,238 outstanding Shares at September 30, 2017.~~2019. 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

one-half

the inverse (-0.5x) of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended ~~September~~June 30, ~~2016,~~2018, the decrease in the Fund’s NAV resulted from a decrease from 14,950,000 outstanding Shares at March 31, 2018 to 10,337,500 outstanding Shares at June 30, 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

one-half

the inverse

(-0.5x)

of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 to

one-half

the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 4.2% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV increase of 10.2% for the three months ended June 30, 2018, was primarily due to lesser appreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

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The benchmark’s decline of 13.2% for the three months ended June 30, 2019, as compared to the benchmark’s decline of 23.1% for the three months ended June 30, 2018, can be attributed to a lesser decrease in the value of near-term futures contracts on the VIX futures curve during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018
Net investment income (loss)	$	725,505	$	(645,154	)
Management fee		938,696		1,458,197
Brokerage commission		219,597		378,374
Non-recurring fees and expenses		—		—
Net realized gain (loss)		11,427,588		56,009,496
Change in net unrealized appreciation/depreciation		4,568,486		14,219,447
Net Income (loss)	$	16,721,579	$	69,583,789

The Fund’s net income decreased for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily due to a lesser decrease in the value of futures prices during the three months ended June 30, 2019.

* See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form

10-Q

regarding the reverse Share split for the ProShares Short VIX Short-Term Futures ETF.

ProShares Ultra Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	425,287,296		$	411,128,942
NAV end of period	$	381,980,628		$	455,274,935
Percentage change in NAV		(10.2	)%		10.7	%
Shares outstanding beginning of period		19,761,317			14,961,317
Shares outstanding end of period		19,461,317			13,261,317
Percentage change in shares outstanding		(1.5	)%		(11.4	)%
Shares created		7,100,000			2,350,000
Shares redeemed		7,400,000			4,050,000
Per share NAV beginning of period	$	21.52		$	27.48
Per share NAV end of period	$	19.63		$	34.33
Percentage change in per share NAV		(8.8	)%		24.9	%
Percentage change in benchmark		(2.8	)%		13.2	%
Benchmark annualized volatility		31.5	%		26.0	%

. The decrease in the Fund’s NAV also resulted in part from a decrease from 19,761,317 outstanding Shares at March 31, 2019 to 19,461,317 outstanding Shares at June 30, 2019. By comparison, during the three months ended June 30, 2018,

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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~~two times (2x) the daily performance of the ~~S&P 500 VIX Short-Term Futures Index.~~Bloomberg WTI Crude Oil Subindex

. The ~~decrease~~increase in the Fund’s NAV was offset by ~~an increase~~a decrease from ~~920,025~~14,961,317 outstanding Shares at March 31, 2018 to 13,261,317 outstanding Shares at June 30, ~~2016 to 2,185,383 outstanding Shares at September 30, 2016.~~

2018.

For the three months ended ~~September~~June 30, ~~2017~~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%~~8.8% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV ~~decrease~~increase of ~~63.0%~~24.9% for the three months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to ~~a lesser~~ depreciation in the value of the assets ofheld by the Fund during the three months ended ~~September~~June 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.

2019.

The benchmark’s decline of ~~23.4%~~2.8% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the benchmark’s ~~decline~~rise of ~~36.8%~~13.2% for the three months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to a ~~lesser decline~~decrease in ~~prices~~the value of ~~the near-term futures contracts on the VIX futures curve~~WTI Crude Oil during the ~~three months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 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 )

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	1,231,167		$	650,229
Management fee		898,556			1,018,503
Brokerage commission		34,072			26,970
Net realized gain (loss)		(25,907,850	)		39,220,725
Change in net unrealized appreciation/depreciation		14,161,522			64,095,056
Net Income (loss)	$	(10,515,161	)	$	103,966,010

The Fund’s net income ~~increased~~decreased for the three months ended ~~September~~June 30, ~~2017,~~2019 as compared to the three months ended ~~September~~June 30, ~~2016,~~2018, primarily due to a ~~lesser decline~~decrease in the ~~prices~~value of ~~the near-term futures contracts on the VIX futures curve~~WTI Crude Oil during the three months ended ~~September~~June 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.~~

2019.

ProShares ~~UltraShort~~Ultra Bloomberg Crude Oil*

Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 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 %

2018:

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	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	20,900,095		$	39,239,545
NAV end of period	$	33,637,758		$	25,715,598
Percentage change in NAV		60.9	%		(34.5	)%
Shares outstanding beginning of period		1,028,150			1,428,150
Shares outstanding end of period		2,428,150			878,150
Percentage change in shares outstanding		136.2	%		(38.5	)%
Shares created		1,550,000			100,000
Shares redeemed		150,000			650,000
Per share NAV beginning of period	$	20.33		$	27.48
Per share NAV end of period	$	13.85		$	29.28
Percentage change in per share NAV		(31.9	)%		6.6	%
Percentage change in benchmark		(16.2	)%		4.2	%
Benchmark annualized volatility		27.9	%		20.1	%

During the three months ended ~~September~~June 30, ~~2017,~~2019, the increase in the Fund’s NAV resulted primarily from an increase from ~~2,789,884~~1,028,150 outstanding Shares at March 31, 2019 to 2,428,150 outstanding Shares at June 30, ~~2017 to 7,089,884 outstanding Shares at September 30, 2017.~~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 inverse of~~two times (2x) the daily performance of the Bloomberg ~~WTI Crude Oil~~Natural Gas Subindex^{SM
. By comparison, during the three months ended SeptemberJune 30, 2016,2018, the decrease in the Fund’s NAV resulted from a decrease from 1,428,150 outstanding Shares at March 31, 2018 to 878,150 outstanding Shares at June 30, 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 two times (2x) the daily performance of the Bloomberg Natural Gas SubindexSM
.}

For the three months ended June 30, 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 decrease of 31.9% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV increase of 6.6% for the three months ended June 30, 2018, was primarily due to depreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

The benchmark’s decline of 16.2% for the three months ended June 30, 2019, as compared to the benchmark’s rise of 4.2% for the three months ended June 30, 2018, can be attributed to a decrease in the value of Henry Hub Natural Gas during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	49,884		$	21,771
Management fee		60,844			70,511
Brokerage commission		28,280			25,636
Net realized gain (loss)		(7,975,969	)		3,945,951
Change in net unrealized appreciation/depreciation		(670,693	)		(2,369,217	)
Net Income (loss)	$	(8,596,778	)	$	1,598,505

The Fund’s net income decreased for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily due to a decrease in the value of Henry Hub Natural Gas during the three months ended June 30, 2019.

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ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	7,857,207		$	9,952,883
NAV end of period	$	5,801,170		$	8,848,596
Percentage change in NAV		(26.2	)%		(11.1	)%
Shares outstanding beginning of period		550,000			550,000
Shares outstanding end of period		400,000			550,000
Percentage change in shares outstanding		(27.3	)%		—
Shares created		—			50,000
Shares redeemed		150,000			50,000
Per share NAV beginning of period	$	14.29		$	18.10
Per share NAV end of period	$	14.50		$	16.09
Percentage change in per share NAV		1.5	%		(11.1	)%
Percentage change in benchmark		1.4	%		(5.1	)%
Benchmark annualized volatility		4.5	%		7.4	%

During the three months ended June 30, 2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 550,000 outstanding Shares at March 31, 2019 to 400,000 outstanding Shares at June 30, 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 two times (2x) the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the three months ended June 30, 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 two times (2x) the daily performance of the spot price of the euro versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2018 to June 30, 2018.

For the three months ended June 30, 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 1.5% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 11.1% for the three months ended June 30, 2018, was primarily due to appreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

The benchmark’s rise of 1.4% for the three months ended June 30, 2019, as compared to the benchmark’s decline of 5.1% for the three months ended June 30, 2018, can be attributed to an increase in the value of the euro versus the U.S. dollar during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	18,923		$	3,336
Management fee		16,541			21,340
Net realized gain (loss)		(132,599	)		(1,110,025	)
Change in net unrealized appreciation/depreciation		208,577			46,346
Net Income (loss)	$	94,901		$	(1,060,343	)

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The Fund’s net income increased for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily due to an increase in the value of the euro versus the U.S. dollar during the three months ended June 30, 2019.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	72,777,302		$	95,302,043
NAV end of period	$	85,377,335		$	82,112,586
Percentage change in NAV		17.3	%		(13.8	)%
Shares outstanding beginning of period		1,950,000			2,300,000
Shares outstanding end of period		1,950,000			2,250,000
Percentage change in shares outstanding		—			(2.2	)%
Shares created		350,000			100,000
Shares redeemed		350,000			150,000
Per share NAV beginning of period	$	37.32		$	41.44
Per share NAV end of period	$	43.78		$	36.49
Percentage change in per share NAV		17.3	%		(11.9	)%
Percentage change in benchmark		9.0	%		(5.5	)%
Benchmark annualized volatility		11.5	%		8.6	%

On December 20, 2018, the Trust announced that the ProShares Ultra Gold Fund would change its benchmark. The ProShares Ultra Gold Fund struck its NAV using its new benchmark for the first time on January 7, 2019. The new benchmark for the ProShares Ultra Gold Fund is the Bloomberg Gold Subindex (ticker: BCOMGC). Prior to January 7, 2019, the benchmark for the ProShares Ultra Gold Fund was the LBMA Gold Price PM.

During the three months ended June 30, 2019, the increase in the Fund’s NAV resulted primarily from ~~an increase~~the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Gold Subindex

. There was no net change in the Fund’s outstanding Shares from ~~4,039,884~~March 31, 2019 to June 30, 2019. By comparison, during the three months ended June 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,300,000 outstanding Shares at March 31, 2018 to 2,250,000 outstanding Shares at June 30, ~~2016~~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 ~~4,739,884~~two times (2x) the daily performance of gold bullion as measured by the LBMA Gold Price PM.

For the three months ended June 30, 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 17.3% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 11.9% for the three months ended June 30, 2018, was primarily due to appreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

The new benchmark’s rise of 9.0% for the three months ended June 30, 2019, as compared to the former LBMA Gold Price benchmark’s decline of 5.5% for the three months ended June 30, 2018, can be attributed to an increase in the value of gold futures contracts during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:

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	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018
Net investment income (loss)	$	228,086	$	174,419
Management fee		178,772		217,921
Brokerage commission		2,566		9
Net realized gain (loss)		3,488,357		(5,706,990	)
Change in net unrealized appreciation/depreciation		8,697,049		(5,803,829	)
Net Income (loss)	$	12,413,492	$	(11,336,400	)

The Fund’s net income increased for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily due to an increase in the value of futures prices during the three months ended June 30, 2019.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	171,571,571		$	221,863,281
NAV end of period	$	178,444,838		$	208,483,138
Percentage change in NAV		4.0	%		(6.0	)%
Shares outstanding beginning of period		6,996,526			7,196,526
Shares outstanding end of period		7,246,526			7,096,526
Percentage change in shares outstanding		3.6	%		(1.4	)%
Shares created		900,000			400,000
Shares redeemed		650,000			500,000
Per share NAV beginning of period	$	24.52		$	30.83
Per share NAV end of period	$	24.62		$	29.38
Percentage change in per share NAV		0.4	%		(4.7	)%
Percentage change in benchmark		1.0	%		(1.5	)%
Benchmark annualized volatility		15.6	%		14.9	%

On December 20, 2018, the Trust announced that the ProShares Ultra Silver Fund would change its benchmark. The ProShares Ultra Silver Fund struck its NAV using its new benchmark for the first time on January 7, 2019. The new benchmark for the ProShares Ultra Silver Fund is the Bloomberg Silver Subindex (ticker: BCOMSI). Prior to January 7, 2019, the benchmark for the ProShares Ultra Silver Fund was the London Silver Price.

During the three months ended June 30, 2019, the increase in the Fund’s NAV resulted primarily from an increase from 6,996,526 outstanding Shares at ~~September~~March 31, 2019 to 7,246,526 outstanding Shares at June 30, ~~2016.~~2019. The increase 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 two times (2x) the daily performance of the Bloomberg Silver Subindex

. By comparison, during the three months ended June 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 7,196,526 outstanding Shares at March 31, 2018 to 7,096,526 outstanding Shares at June 30, 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 two times (2x) the daily performance of silver bullion as measured by the London Silver Price.

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For the three months ended June 30, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the ~~inverse~~daily performance of its benchmark. The Fund’s per Share NAV increase of 0.4% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 4.7% for the three months ended June 30, 2018, was primarily due to appreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

The new benchmark’s rise of 1.0% for the three months ended June 30, 2019, as compared to the former London Silver Price benchmark’s decline of 1.5% for the three months ended June 30, 2018, can be attributed to an increase in the value of silver futures contracts during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	512,068		$	386,411
Management fee		410,131			541,678
Brokerage commission		9,085			21
Net realized gain (loss)		(8,015,752	)		(5,627,237	)
Change in net unrealized appreciation/depreciation		8,501,389			(4,041,572	)
Net Income (loss)	$	997,705		$	(9,282,398	)

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	547,243,246		$	323,581,300
NAV end of period	$	529,341,464		$	359,311,519
Percentage change in NAV		(3.3	)%		11.0	%
Shares outstanding beginning of period		14,030,912			3,405,448
Shares outstanding end of period		17,430,912			5,865,448
Percentage change in shares outstanding		24.2	%		72.2	%
Shares created		17,050,000			7,670,000
Shares redeemed		13,650,000			5,210,000
Per share NAV beginning of period	$	39.00		$	95.02
Per share NAV end of period	$	30.37		$	61.26
Percentage change in per share NAV		(22.1	)%		(35.5	)%
Percentage change in benchmark		(13.2	)%		(23.1	)%
Benchmark annualized volatility		59.9	%		59.9	%

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March 31, 2019 to 17,430,912 outstanding Shares at June 30, 2019. By comparison, during the three months ended June 30, 2018, the increase in the Fund’s NAV resulted from an increase from 3,405,448 outstanding Shares at March 31, 2018 to 5,865,448 outstanding Shares at June 30, 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 one and

one-half

times (1.5x) the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 1.5x the daily performance of its benchmark. The Fund’s per Share NAV decrease of 22.1% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 35.5% for the three months ended June 30, 2018, was primarily due to lesser depreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	507,125		$	(1,082,646	)
Management fee		1,356,237			1,004,304
Brokerage commission		819,685			651,493
Net realized gain (loss)		(54,976,168	)		(155,815,226	)
Change in net unrealized appreciation/depreciation		(39,563,092	)		7,064,911
Net Income (loss)	$	(94,032,135	)	$	(149,832,961	)

The Fund’s net income increased for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily due to a lesser decrease in the value of futures prices during the three months ended June 30, 2019.

* See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form

10-Q

regarding the reverse Share split for the ProShares Ultra VIX Short-Term Futures ETF.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2019 and 2018:

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	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	5,563,510		$	3,172,131
NAV end of period	$	5,807,397		$	2,892,468
Percentage change in NAV		4.4	%		(8.8	)%
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	$	55.65		$	63.48
Per share NAV end of period	$	58.09		$	57.88
Percentage change in per share NAV		4.4	%		(8.8	)%
Percentage change in benchmark		2.8	%		(3.9	)%
Benchmark annualized volatility		4.8	%		6.1	%

During the three months ended June 30, 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 two times (2x) 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 March 31, 2019 to June 30, 2019. By comparison, during the three months ended June 30, 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 two times (2x) 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 March 31, 2018 to June 30, 2018.

For the three months ended June 30, 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 4.4% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 8.8% for the three months ended June 30, 2018, was primarily due to appreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

The benchmark’s rise of 2.8% for the three months ended June 30, 2019, as compared to the benchmark’s decline of 3.9% for the three months ended June 30, 2018, can be attributed to an increase in the value of the Japanese yen versus the U.S. dollar during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	9,668		$	(2,527	)
Management fee		9,207			7,109
Net realized gain (loss)		171,283			(299,704	)
Change in net unrealized appreciation/depreciation		(16,451	)		22,568
Net Income (loss)	$	164,500		$	(279,663	)

The Fund’s net income increased for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily due to an increase in the value of the Japanese yen versus the U.S. dollar during the three months ended June 30, 2019.

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ProShares UltraPro 3x Crude Oil ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	128,015,075		$	16,203,957
NAV end of period	$	114,953,560		$	40,809,111
Percentage change in NAV		(10.2	)%		151.8	%
Shares outstanding beginning of period		4,750,000			350,008
Shares outstanding end of period		5,100,000			650,000
Percentage change in shares outstanding		7.4	%		85.7	%
Shares created		1,850,000			400,000
Shares redeemed		1,500,000			100,008
Per share NAV beginning of period	$	26.95		$	46.30
Per share NAV end of period	$	22.54		$	62.78
Percentage change in per share NAV		(16.4	)%		35.6	%
Percentage change in benchmark		(2.8	)%		13.2	%
Benchmark annualized volatility		31.5	%		26.0	%

During the three months ended June 30, 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 three times (3x) 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 4,750,000 outstanding Shares at March 31, 2019 to 5,100,000 outstanding Shares at June 30, 2019. By comparison, during the three months ended June 30, 2018, the increase in the Fund’s NAV resulted primarily from an increase from 350,008 outstanding Shares at March 31, 2018 to 650,000 outstanding Shares at June 30, 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 three times (3x) the daily performance of the Bloomberg WTI Crude Oil Subindex
SM
.}

For the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~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 decrease of 16.4% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV increase of 35.6% for the three months ended June 30, 2018, was primarily due to depreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

The benchmark’s decline of 2.8% for the three months ended June 30, 2019, as compared to the benchmark’s rise of 13.2% for the three months ended June 30, 2018, can be attributed to a decrease in the value of WTI Crude Oil during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	260,997		$	(64,951	)
Management fee		276,590			53,597
Brokerage commission		86,065			13,797
Net realized gain (loss)		3,903,002			1,740,951
Change in net unrealized appreciation/depreciation		(13,220,210	)		6,901,529
Net Income (loss)	$	(9,056,211	)	$	8,577,529

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The Fund’s net income decreased for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily due to a decrease in the value of WTI Crude Oil during the three months ended June 30, 2019.

ProShares UltraPro 3x Short Crude Oil ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	17,007,260		$	26,950,309
NAV end of period	$	15,342,565		$	21,723,197
Percentage change in NAV		(9.8	)%		(19.4	)%
Shares outstanding beginning of period		824,906			874,908
Shares outstanding end of period		774,906			1,124,906
Percentage change in shares outstanding		(6.1	)%		28.6	%
Shares created		950,000			600,000
Shares redeemed		1,000,000			350,002
Per share NAV beginning of period	$	20.62		$	30.80
Per share NAV end of period	$	19.80		$	19.31
Percentage change in per share NAV		(4.0	)%		(37.3	)%
Percentage change in benchmark		(2.8	)%		13.2	%
Benchmark annualized volatility		31.5	%		26.0	%

During the three months ended June 30, 2019, the decrease in the Fund’s NAV resulted primarily from a decrese from 824,906 outstanding Shares at March 31, 2019 to 774,906 outstanding Shares at June 30, 2019. The decrease in the Fund’s NAV also resulted in part from the timing of shareholder activity, which was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily performance of the Bloomberg WTI Crude Oil Subindex

. By comparison, during the three months ended June 30, 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 three times the inverse

(-3x)

of the daily performance of the Bloomberg WTI Crude Oil Subindex

. The decrease in the Fund’s NAV was offset by an increase from 874,908 outstanding Shares at March 31, 2018 to 1,124,906 outstanding Shares at June 30, 2018.

For the three months ended June 30, 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 4.0% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 37.3% for the three months ended June 30, 2018, was primarily due to lesser depreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:

Table of Contents


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	37,229		$	(65,455	)
Management fee		46,370			52,273
Brokerage commission		21,903			15,245
Net realized gain (loss)		1,187,026			(6,793,148	)
Change in net unrealized appreciation/depreciation		(1,074,415	)		(1,707,316	)
Net Income (loss)	$	149,840		$	(8,565,919	)

The Fund’s net income increased for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily due to a decrease in the value of WTI Crude Oil during the three months ended June 30, 2019.

ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	8,162,647		$	7,063,496
NAV end of period	$	8,364,065		$	7,577,764
Percentage change in NAV		2.5	%		7.3	%
Shares outstanding beginning of period		150,000			150,000
Shares outstanding end of period		150,000			150,000
Percentage change in shares outstanding		—			—
Shares created		—			—
Shares redeemed		—			—
Per share NAV beginning of period	$	54.42		$	47.09
Per share NAV end of period	$	55.76		$	50.52
Percentage change in per share NAV		2.5	%		7.3	%
Percentage change in benchmark		(1.1	)%		(3.7	)%
Benchmark annualized volatility		6.3	%		8.1	%

During the three months ended June 30, 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 two times the inverse (-2x) of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2019 to June 30, 2019. By comparison, during the three months ended June 30, 2018, 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 two times the inverse

(-2x)

of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2018 to June 30, 2018.

For the three months ended June 30, 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 increase of 2.5% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV increase of 7.3% for the three months ended June 30, 2018, was primarily due to lesser appreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

The benchmark’s decline of 1.1% for the three months ended June 30, 2019, as compared to the benchmark’s decline of 3.7% for the three months ended June 30, 2018, can be attributed to a lesser decrease in the value of the Australian dollar versus the U.S. dollar during the period ended June 30, 2019.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	25,895		$	4,750
Management fee		19,898			17,184
Brokerage commission		1,429			1,190
Net realized gain (loss)		250,116			415,369
Change in net unrealized appreciation/depreciation		(74,593	)		94,149
Net Income (loss)	$	201,418		$	514,268

The Fund’s net income decreased for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily due to a lesser decrease in the value of the Australian dollar versus the U.S. dollar during the three months ended June 30, 2019.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	75,826,687		$	200,375,649
NAV end of period	$	68,096,767		$	177,512,584
Percentage change in NAV		(10.2	)%		(11.4	)%
Shares outstanding beginning of period		4,489,884			10,039,884
Shares outstanding end of period		4,039,884			11,889,884
Percentage change in shares outstanding		(10.0	)%		18.4	%
Shares created		4,850,000			4,500,000
Shares redeemed		5,300,000			2,650,000
Per share NAV beginning of period	$	16.89		$	19.96
Per share NAV end of period	$	16.86		$	14.93
Percentage change in per share NAV		(0.2	)%		(25.2	)%
Percentage change in benchmark		(2.8	)%		13.2	%
Benchmark annualized volatility		31.5	%		26.0	%

During the three months ended June 30, 2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,489,884 outstanding Shares at March 31, 2019 to 4,039,884 outstanding Shares at June 30, 2019. The decrease in the Fund’s NAV also resulted in part from the timing of shareholder activity, which was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the Bloomberg WTI Crude Oil Subindex

(-2x)

of the daily performance of the Bloomberg WTI Crude Oil Subindex

. The decrease in the Fund’s NAV was offset by an increase from 10,039,884 outstanding Shares at March 31, 2018 to 11,889,884 outstanding Shares at June 30, 2018.

For the three months ended June 30, 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 ~~22.6%~~0.2% for the three months ended ~~September~~June 30, ~~2017,~~

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2019, as compared to the Fund’s per Share NAV decrease of ~~2.4%~~25.2% for the three months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to ~~a greater~~lesser depreciation in the value of the assets ofheld by the Fund during the three months ended ~~September~~June 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.

2019.

The benchmark’s ~~rise~~decline of ~~11.2%~~2.8% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the benchmark’s ~~decline~~rise of ~~5.0%~~13.2% for the three months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to ~~an increase~~a decrease in the ~~price~~value of WTI Crude Oil during the ~~three months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016:~~

   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

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	215,797		$	343,498
Management fee		190,096			429,580
Brokerage commission		18,872			16,521
Net realized gain (loss)		10,124,322			(27,662,976	)
Change in net unrealized appreciation/depreciation		(2,543,494	)		(21,638,603	)
Net Income (loss)	$	7,796,625		$	(48,958,081	)

The Fund’s net income ~~decreased~~increased for the three months ended ~~September~~June 30, ~~2017,~~2019 as compared to the three months ended ~~September~~June 30, ~~2016,~~2018, primarily due to ~~an increase~~a decrease in the ~~price~~value of WTI Crude Oil during the three months ended ~~September~~June 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.~~

2019.

ProShares ~~UltraPro 3x Short Crude Oil ETF~~

UltraShort Bloomberg Natural Gas

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~~June 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 %

2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	13,019,491		$	5,352,309
NAV end of period	$	3,838,842		$	6,746,849
Percentage change in NAV		(70.5	)%		26.1	%
Shares outstanding beginning of period		574,832			124,832
Shares outstanding end of period		124,832			174,832
Percentage change in shares outstanding		(78.3	)%		40.1	%
Shares created		250,000			100,000
Shares redeemed		700,000			50,000
Per share NAV beginning of period	$	22.65		$	42.88
Per share NAV end of period	$	30.75		$	38.59
Percentage change in per share NAV		35.8	%		(10.0	)%
Percentage change in benchmark		(16.2	)%		4.2	%
Benchmark annualized volatility		27.9	%		20.1	%

During the three months ended ~~September~~June 30, ~~2017,~~2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 574,832 outstanding Shares at March 31, 2019 to 124,832 outstanding Shares at June 30, 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 two times the inverse (-2x) of the daily performance of the Bloomberg Natural Gas Subindex

. By comparison, during the three months ended June 30, 2018, the increase in the Fund’s NAV resulted from an increase from ~~200,008~~124,832 outstanding Shares at March 31, 2018 to 174,832 outstanding

Table of Contents

Shares at June 30, ~~2017 to 900,008 outstanding Shares at September 30, 2017.~~2018. 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 ~~3x of~~two times 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

(-2x)

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~~June 30, ~~2017~~2019 and ~~2016,~~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 ~~2.1%~~35.8% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV ~~increase~~decrease of ~~6.5%~~10.0% for the three months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to ~~a lesser~~ appreciation in the value of the assets ofheld by the Fund during the three months ended ~~September~~June 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.

2019.

The benchmark’s decline of ~~4.1%~~16.2% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the benchmark’s ~~decline~~rise of ~~8.0%~~4.2% for the three months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to a ~~lesser~~ decrease in the ~~price~~value of Henry Hub Natural Gas during the ~~three months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 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

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	11,719		$	(2,564	)
Management fee		20,378			12,902
Brokerage commission		16,181			5,591
Net realized gain (loss)		3,449,841			(759,484	)
Change in net unrealized appreciation/depreciation		(546,185	)		171,590
Net Income (loss)	$	2,915,375		$	(590,458	)

The Fund’s net income ~~decreased~~increased for the three months ended ~~September~~June 30, ~~2017,~~2019 as compared to the three months ended ~~September~~June 30, ~~2016,~~2018, primarily due to a ~~lesser~~ decrease in the ~~price~~value of Henry Hub Natural Gas in conjunction with the timing of shareholder activity, during the three months ended ~~September~~June 30, ~~2017.~~

2019.

ProShares UltraShort ~~Gold~~

Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 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 %

2018:

Table of Contents


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	151,445,608		$	188,023,376
NAV end of period	$	134,573,471		$	177,734,261
Percentage change in NAV		(11.1	)%		(5.5	)%
Shares outstanding beginning of period		5,900,000			9,250,000
Shares outstanding end of period		5,300,000			7,800,000
Percentage change in shares outstanding		(10.2	)%		(15.7	)%
Shares created		100,000			500,000
Shares redeemed		700,000			1,950,000
Per share NAV beginning of period	$	25.67		$	20.33
Per share NAV end of period	$	25.39		$	22.79
Percentage change in per share NAV		(1.1	)%		12.1	%
Percentage change in benchmark		1.4	%		(5.1	)%
Benchmark annualized volatility		4.5	%		7.4	%

During the three months ended ~~September~~June 30, ~~2017,~~2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,900,000 outstanding Shares at March 31, 2019 to 5,300,000 outstanding Shares at June 30, 2019. 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~~two times the inverse (-2x) of the daily performance of ~~gold bullion as measured by~~the spot price of the euro versus 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.~~dollar. By comparison, during the three months ended ~~September~~June 30, ~~2016,~~2018, the ~~increase~~decrease in the Fund’s NAV resulted from ~~an increase~~a decrease from ~~796,978~~9,250,000 outstanding Shares at March 31, 2018 to 7,800,000 outstanding Shares at June 30, ~~2016 to 1,096,978 outstanding Shares at September 30, 2016.~~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~~two times the inverse

(-2x)

of the daily performance of ~~gold bullion as measured by~~the spot price of the euro versus the U.S. ~~dollar p.m. LBMA Gold Price.~~

dollar.

For the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~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 ~~6.6%~~1.1% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV ~~decrease~~increase of ~~1.0%~~12.1% for the three months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to ~~a greater~~ depreciation in the value of the assets ofheld by the Fund during the three months ended ~~September~~June 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.

2019.

The benchmark’s rise of ~~3.3%~~1.4% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the benchmark’s ~~rise~~decline of ~~0.1%~~5.1% for the three months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to ~~a greater~~an increase in the ~~price~~value of ~~spot gold in~~the euro versus the U.S. dollar ~~terms~~ during the ~~three months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 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 )

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	471,256		$	322,447
Management fee		334,048			460,782
Net realized gain (loss)		1,947,370			22,934,646
Change in net unrealized appreciation/depreciation		(3,843,749	)		(334,834	)
Net Income (loss)	$	(1,425,123	)	$	22,922,259

The Fund’s net income decreased for the three months ended ~~September~~June 30, ~~2017,~~2019 as compared to the three months ended ~~September~~June 30, ~~2016,~~2018, primarily due to ~~a greater~~an increase in the ~~price~~value of ~~spot gold in~~the euro versus the U.S. dollar ~~terms~~ during the three months ended ~~September~~June 30, ~~2017.~~

2019.

Table of Contents

ProShares UltraShort ~~Silver~~

Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 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 %

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	21,506,707		$	30,009,467
NAV end of period	$	18,158,403		$	26,248,001
Percentage change in NAV		(15.6	)%		(12.5	)%
Shares outstanding beginning of period		296,977			446,978
Shares outstanding end of period		296,977			346,978
Percentage change in shares outstanding		—			(22.4	)%
Shares created		300,000			50,000
Shares redeemed		300,000			150,000
Per share NAV beginning of period	$	72.42		$	67.14
Per share NAV end of period	$	61.14		$	75.65
Percentage change in per share NAV		(15.6	)%		12.7	%
Percentage change in benchmark		9.0	%		(5.5	)%
Benchmark annualized volatility		11.5	%		8.6	%

On December 20, 2018, the Trust announced that the ProShares UltraShort Gold Fund would change its benchmark. The ProShares UltraShort Gold Fund struck its NAV using its new benchmark for the first time on January 7, 2019. The new benchmark for the ProShares UltraShort Gold Fund is the Bloomberg Gold Subindex (ticker: BCOMGC). Prior to January 7, 2019, the benchmark for the ProShares UltraShort Gold Fund was the LBMA Gold Price PM.

. There was no net change in the Fund’s ~~NAV was offset by an increase from 666,976~~ outstanding Shares atfrom March 31, 2019 to June 30, ~~2017 to 716,976 outstanding Shares at September 30, 2017.~~2019. By comparison, during the three months ended ~~September~~June 30, ~~2016,~~2018, the ~~increase~~decrease in the Fund’s NAV resulted from ~~an increase~~a decrease from ~~966,976~~446,978 outstanding Shares at March 31, 2018 to 346,978 outstanding Shares at June 30, ~~2016 to 1,416,976 outstanding Shares at September 30, 2016.~~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~~two times the inverse

(-2x)

of the daily performance of ~~silver~~gold bullion as measured by the ~~London Silver Price.~~

LBMA Gold Price PM.

For the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~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 ~~7.9%~~15.6% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV ~~decrease~~increase of ~~15.7%~~12.7% for the three months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to ~~a lesser~~ depreciation in the value of the assets ofheld by the Fund during the three months ended ~~September~~June 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.

2019.

The new benchmark’s rise of ~~2.4%~~9.0% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the former LBMA Gold Price benchmark’s ~~rise~~decline of ~~5.4%~~5.5% for the three months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to ~~a lesser rise~~an increase in the ~~price~~value of ~~spot silver in U.S. dollar terms~~gold futures contracts during the ~~three months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016:~~

   Three Months Ended
September 30, 2017    Three Months Ended
September 30, 2016
Net investment income (loss)
   $ (2,336 )    $ (64,078 )
Management fee
   46,737    86,864
Brokerage commissions
   10    8
Net realized gain (loss)
   (467,217 )    (14,865,805 )
Change in net unrealized appreciation/depreciation
   (393,727 )    9,509,304
Net income (loss)
   $ (863,280 )    $ (5,420,579 )

2018:

Table of Contents


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	52,582		$	47,828
Management fee		48,056			67,143
Brokerage commission		1,640			8
Net realized gain (loss)		(1,900,735	)		1,572,944
Change in net unrealized appreciation/depreciation		(1,357,012	)		1,881,329
Net Income (loss)	$	(3,205,165	)	$	3,502,101

The Fund’s net income ~~increased~~decreased for the three months ended ~~September~~June 30, ~~2017,~~2019 as compared to the three months ended ~~September~~June 30, ~~2016,~~2018, primarily due to ~~a lesser rise~~an increase in the ~~price~~value of ~~spot silver in U.S. dollar terms~~the futures prices during the three months ended ~~September~~June 30, ~~2017.~~

2019.

ProShares ~~Short Euro~~

UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016:~~

   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 %

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	20,253,916		$	20,934,105
NAV end of period	$	14,026,041		$	23,192,780
Percentage change in NAV		(30.7	)%		10.8	%
Shares outstanding beginning of period		516,976			616,976
Shares outstanding end of period		366,976			666,976
Percentage change in shares outstanding		(29.0	)%		8.1	%
Shares created		250,000			200,000
Shares redeemed		400,000			150,000
Per share NAV beginning of period	$	39.18		$	33.93
Per share NAV end of period	$	38.22		$	34.77
Percentage change in per share NAV		(2.5	)%		2.5	%
Percentage change in benchmark		1.0	%		(1.5	)%
Benchmark annualized volatility		15.6	%		14.9	%

On December 20, 2018, the Trust announced that the ProShares UltraShort Silver Fund would change its benchmark. The ProShares UltraShort Silver Fund struck its NAV using its new benchmark for the first time on January 7, 2019. The new benchmark for the ProShares UltraShort Silver Fund is the Bloomberg Silver Subindex (ticker: BCOMSI). Prior to January 7, 2019, the benchmark for the ProShares UltraShort Silver Fund was the London Silver Price.

During the three months ended ~~September~~June 30, ~~2017,~~2019, the decrease in the Fund’s NAV resulted primarily from a decrease from ~~250,000~~516,976 outstanding Shares at March 31, 2019 to 366,976 outstanding Shares at June 30, ~~2017 to 200,000 outstanding Shares at September 30, 2017.~~2019. 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 two times the inverse (-2x) of the daily performance of the ~~spot price of the euro versus the U.S. dollar.~~Bloomberg Silver Subindex

. By comparison, during the three months ended ~~September~~June 30, ~~2016,~~2018, the ~~decrease~~increase in the Fund’s NAV resulted primarily from ~~a decrease~~an increase from ~~400,000~~616,976 outstanding Shares at March 31, 2018 to 666,976 outstanding Shares at June 30, ~~2016 to 350,000 outstanding Shares at September 30, 2016.~~2018. The ~~decrease~~increase 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 two times the inverse

(-2x)

of the daily performance of silver bullion as measured by the ~~spot price of the euro versus the U.S. dollar.~~

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 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~~2019 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 fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from June 30, 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 inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of ~~4.7%~~2.5% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV ~~decrease~~increase of ~~7.1%~~2.5% for the three months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to ~~a lesser~~ depreciation in the value of the assets held by the Fund during the three months ended ~~September~~June 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.

2019.

Table of Contents

The new benchmark’s rise of ~~2.1%~~1.0% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the former London Silver Price benchmark’s ~~rise~~decline of ~~2.7%~~1.5% for the three months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to ~~a lesser rise~~an increase in the value of the ~~Australian dollar versus the U.S. dollar~~silver futures contracts during the ~~three months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 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 )

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	42,177		$	33,075
Management fee		41,444			51,734
Brokerage commission		2,826			16
Net realized gain (loss)		469,531			334,485
Change in net unrealized appreciation/depreciation		(1,066,289	)		476,790
Net Income (loss)	$	(554,581	)	$	844,350

The Fund’s net income ~~increased~~decreased for the three months ended ~~September~~June 30, ~~2017,~~2019 as compared to the three months ended ~~September~~June 30, ~~2016,~~2018, primarily due to ~~a lesser rise~~an increase in the value of ~~the Australian dollar versus the U.S. dollar~~futures prices during the three months ended ~~September~~June 30, ~~2017.~~

2019.

ProShares UltraShort ~~Euro~~

Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 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 %

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	49,650,541		$	87,308,862
NAV end of period	$	47,695,345		$	84,457,545
Percentage change in NAV		(3.9	)%		(3.3	)%
Shares outstanding beginning of period		649,290			1,299,290
Shares outstanding end of period		649,290			1,149,290
Percentage change in shares outstanding		—			(11.5	)%
Shares created		50,000			50,000
Shares redeemed		50,000			200,000
Per share NAV beginning of period	$	76.47		$	67.20
Per share NAV end of period	$	73.46		$	73.49
Percentage change in per share NAV		(3.9	)%		9.4	%
Percentage change in benchmark		2.8	%		(3.9	)%
Benchmark annualized volatility		4.8	%		6.1	%

During the three months ended ~~September~~June 30, ~~2017,~~2019, the 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~~two times the inverse (-2x) of the daily performance of the spot price of the ~~euro~~Japanese yen versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2019 to June 30, 2019. By comparison, during the three months ended June 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 1,299,290 outstanding Shares at March 31, 2018 to 1,149,290 outstanding Shares at June 30, 2018. 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~~before fees and ~~expenses)~~expenses, that correspond to ~~2x of~~two times the inverse

(-2x)

of the daily performance of the spot price of the ~~euro~~Japanese yen versus the U.S. dollar.

Table of Contents

For the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~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 ~~6.2%~~3.9% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV ~~decrease~~increase of ~~2.2%~~9.4% for the three months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to ~~a greater~~ depreciation in the value of the assets held by the Fund during the three months ended ~~September~~June 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.

2019.

The benchmark’s rise of ~~3.5%~~2.8% for the three months ended ~~September~~June 30, ~~2017,~~2019, as compared to the benchmark’s ~~rise~~decline of ~~1.2%~~3.9% for the three months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to ~~a greater rise~~an increase in the value of the ~~euro~~Japanese yen versus the U.S. dollar during the ~~three months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 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 )

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	175,443		$	151,662
Management fee		122,990			207,241
Net realized gain (loss)		(2,600,562	)		8,333,424
Change in net unrealized appreciation/depreciation		283,682			(414,865	)
Net Income (loss)	$	(2,141,437	)	$	8,070,221

The Fund’s net income decreased for the three months ended ~~September~~June 30, ~~2017,~~2019 as compared to the three months ended ~~September~~June 30, ~~2016,~~2018, primarily due to ~~a greater rise~~an increase in the value of the ~~euro~~Japanese yen versus the U.S. dollar during the three months ended ~~September~~June 30, ~~2017.~~

2019.

ProShares ~~UltraShort Yen~~

VIX

Mid-Term

Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended ~~September~~June 30, ~~2017~~2019 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%)~~

2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	51,126,469		$	24,945,408
NAV end of period	$	37,756,409		$	19,864,692
Percentage change in NAV		(26.2	)%		(20.4	)%
Shares outstanding beginning of period		2,362,403			937,403
Shares outstanding end of period		1,762,403			862,403
Percentage change in shares outstanding		(25.4	)%		(8.0	)%
Shares created		275,000			100,000
Shares redeemed		875,000			175,000
Per share NAV beginning of period	$	21.64		$	26.61
Per share NAV end of period	$	21.42		$	23.03
Percentage change in per share NAV		(1.0	)%		(13.5	)%
Percentage change in benchmark		(0.8	)%		(13.0	)%
Benchmark annualized volatility		24.4	%		25.1	%

Table of Contents

During the three months ended ~~September~~June 30, ~~2017,~~2019, the decrease in the Fund’s NAV resulted primarily from a decrease from ~~2,299,290~~2,362,403 outstanding Shares at March 31, 2019 to 1,762,403 outstanding Shares at June 30, ~~2017~~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 ~~1,999,290~~the daily performance of the S&P 500 VIX

Mid-Term

Futures Index. By comparison, during the three months ended June 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 937,403 outstanding Shares at ~~September~~March 31, 2018 to 862,403 outstanding Shares at June 30, ~~2017.~~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 the daily performance of the S&P 500 VIX

Mid-Term

Futures Index.

For the three months ended June 30, 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 1.0% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 13.5% for the three months ended June 30, 2018, was primarily due to lesser depreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

The benchmark’s decline of 0.8% for the three months ended June 30, 2019, as compared to the benchmark’s decline of 13.0% for the three months ended June 30, 2018, can be attributed to a lesser decrease in the value of the futures contracts that made the S&P 500 VIX

Mid-Term

Futures Index during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	133,606		$	2,771
Management fee		82,759			42,445
Brokerage commission		9,353			3,126
Net realized gain (loss)		(2,853,263	)		247,018
Change in net unrealized appreciation/depreciation		2,001,125			(3,079,614	)
Net Income (loss)	$	(718,532	)	$	(2,829,825	)

The Fund’s net income increased for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily due to a lesser decrease in the value of the futures prices during the three months ended June 30, 2019.

ProShares VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2019 and 2018:

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	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
NAV beginning of period	$	203,503,203		$	112,385,324
NAV end of period	$	240,473,128		$	114,097,930
Percentage change in NAV		18.2	%		1.5	%
Shares outstanding beginning of period		8,451,317			2,826,317
Shares outstanding end of period		11,526,317			3,751,317
Percentage change in shares outstanding		36.4	%		32.7	%
Shares created		5,900,000			1,800,000
Shares redeemed		2,825,000			875,000
Per share NAV beginning of period	$	24.08		$	39.76
Per share NAV end of period	$	20.86		$	30.42
Percentage change in per share NAV		(13.4	)%		(23.5	)%
Percentage change in benchmark		(13.2	)%		(23.1	)%
Benchmark annualized volatility		59.9	%		59.9	%

During the three months ended June 30, 2019, the increase in the Fund’s NAV resulted primarily from an increase from 8,451,317 outstanding Shares at March 31, 2019 to 11,526,317 outstanding Shares at June 30, 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 June 30, 2018, the increase in the Fund’s NAV resulted from an increase from 2,826,317 outstanding Shares at March 31, 2018 to 3,751,317 outstanding Shares at June 30, 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 the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 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 13.4% for the three months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 23.5% for the three months ended June 30, 2018, was primarily due to lesser depreciation in the value of the assets held by the Fund during the three months ended June 30, 2019.

The benchmark’s decline of 13.2% for the three months ended June 30, 2019, as compared to the benchmark’s decline of 23.1% for the three months ended June 30, 2018, can be attributed to a lesser decrease in the value of the near-term futures contracts on the VIX futures curve during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2019 and 2018:


	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
Net investment income (loss)	$	724,602		$	(16,991	)
Management fee		486,543			222,320
Brokerage commission		70,747			30,172
Net realized gain (loss)		(11,286,520	)		(23,529,528	)
Change in net unrealized appreciation/depreciation		(11,796,301	)		178,622
Net Income (loss)	$	(22,358,219	)	$	(23,367,897	)

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Results of Operations for the Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018

ProShares Short Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	8,619,686		$	7,991,880
NAV end of period	$	22,127,403		$	8,319,329
Percentage change in NAV		156.7	%		4.1	%
Shares outstanding beginning of period		200,000			200,000
Shares outstanding end of period		500,000			200,000
Percentage change in shares outstanding		150.0	%		—
Shares created		300,000			—
Shares redeemed		—			—
Per share NAV beginning of period	$	43.10		$	39.96
Per share NAV end of period	$	44.25		$	41.60
Percentage change in per share NAV		2.7	%		4.1	%
Percentage change in benchmark		(0.8	)%		(2.7	)%
Benchmark annualized volatility		5.5	%		7.7	%

During the six months ended June 30, 2019, the increase in the Fund’s NAV resulted primarily from an increase from 200,000 outstanding Shares at December 31, 2018 to 500,000 outstanding Shares at June 30, 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 the inverse (-1x) of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the six months ended June 30, 2018, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the inverse

(-1x)

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 December 31, 2017 to June 30, 2018.

For the six months ended June 30, 2019 and 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 increase of 2.7% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV increase of 4.1% for the six months ended June 30, 2018, was primarily due to lesser appreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

The benchmark’s decline of 0.8% for the six months ended June 30, 2019, as compared to the benchmark’s decline of 2.7% for the six months ended June 30, 2018, can be attributed to a lesser decrease in the value of the euro versus the U.S. dollar during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:

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	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	109,491		$	8,842
Management fee		79,777			37,581
Brokerage commission		1,355			603
Net realized gain (loss)		223,624			64,225
Change in net unrealized appreciation/depreciation		(30,548	)		254,382
Net Income (loss)	$	302,567		$	327,449

The Fund’s net income decreased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to a lesser decrease in the value of the euro versus the U.S. dollar during the six months ended June 30, 2019.

ProShares Short VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	344,596,263		$	770,163,871
NAV end of period	$	337,102,327		$	528,238,767
Percentage change in NAV		(2.2	)%		(31.4	)%
Shares outstanding beginning of period		8,134,307			1,512,500
Shares outstanding end of period		6,184,307			10,337,500
Percentage change in shares outstanding		(24.0	)%		583.5	%
Shares created		300,000			17,500,000
Shares redeemed		2,250,000			8,675,000
Per share NAV beginning of period	$	42.36		$	509.20
Per share NAV end of period	$	54.51		$	51.10
Percentage change in per share NAV		28.7	%		(90.0	)%
Percentage change in benchmark		(45.7	)%		31.6	%
Benchmark annualized volatility		55.9	%		156.3	%

During the six months ended June 30, 2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 8,134,307 outstanding Shares at December 31, 2018 to 6,184,307 outstanding Shares at June 30, 2019. The 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

one-half

the inverse (-0.5x) of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the six months ended June 30, 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 2xthe inverse

(-1x)

of the daily performance of the S&P 500 VIX Short-Term Futures Index prior to the close of business on February 27, 2018, and

one-half

the inverse

(-0.5x)

of the daily performance of the S&P 500 VIX Short-Term Futures Index, effective as of the close of business, February 27, 2018 to June 30, 2018. The decrease in the Fund’s NAV was offset by an increase from 1,512,500 outstanding Shares at December 31, 2017 to 10,337,500 outstanding Shares at June 30, 2018.

For the six months ended June 30, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark prior to the ~~spot price~~close of business on February 27, 2018, and to

one-half

the inverse of the ~~Japanese yen versus~~daily performance of its benchmark as of the ~~U.S. dollar. By comparison,~~close of business, February 27, 2018. The Fund’s per Share NAV increase of 28.7% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 90.0% for the six months ended June 30, 2018, was primarily due to appreciation in the value of the assets held by the Fund during the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2019.

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The benchmark’s decline of 45.7% for the six months ended June 30, 2019, as compared to the benchmark’s rise of 31.6% for the six months ended June 30, 2018, can be attributed to a decrease in the value of near-term futures contracts on the VIX futures curve during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Net investment income (loss)	$	770,941	$	(2,395,753	)
Management fee		1,890,823		3,614,293
Brokerage commission		408,021		1,716,061
Non-recurring fees and expenses		398,550		—
Net realized gain (loss)		70,532,942		(1,827,776,466	)
Change in net unrealized appreciation/depreciation		27,139,946		(39,517,982	)
Net Income (loss)	$	98,443,829	$	(1,869,690,201	)

The Fund’s net income increased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to a decrease in the value of futures prices during the six months ended June 30, 2019.

* See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form

10-Q

regarding the reverse Share split for the ProShares Short VIX Short-Term Futures ETF.

ProShares Ultra Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	368,399,654		$	524,445,526
NAV end of period	$	381,980,628		$	455,274,935
Percentage change in NAV		3.7	%		(13.2	)%
Shares outstanding beginning of period		28,211,317			22,161,317
Shares outstanding end of period		19,461,317			13,261,317
Percentage change in shares outstanding		(31.0	)%		(40.2	)%
Shares created		10,400,000			4,300,000
Shares redeemed		19,150,000			13,200,000
Per share NAV beginning of period	$	13.06		$	23.66
Per share NAV end of period	$	19.63		$	34.33
Percentage change in per share NAV		50.3	%		45.1	%
Percentage change in benchmark		26.5	%		23.2	%
Benchmark annualized volatility		29.2	%		24.2	%

During the six months ended June 30, 2019, the increase in the Fund’s NAV resulted primarily from anthe cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg WTI

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Crude Oil Subindex

. The increase in the Fund’s NAV was offset by a decrease from ~~3,049,290~~28,211,317 outstanding Shares at December 31, 2018 to 19,461,317 outstanding Shares at June 30, ~~2016 to 4,349,290~~2019. By comparison, during the six months ended June 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 22,161,317 outstanding Shares at ~~September~~December 31, 2017 to 13,261,317 outstanding Shares at June 30, ~~2016.~~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 two times (2x) the daily performance of the Bloomberg WTI Crude Oil Subindex

For the six months ended June 30, 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 50.3% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV increase of 45.1% for the six months ended June 30, 2018, was primarily due to greater appreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

The benchmark’s rise of 26.5% for the six months ended June 30, 2019, as compared to the benchmark’s rise of 23.2% for the six months ended June 30, 2018, can be attributed to a greater increase in the value of WTI Crude Oil during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Net investment income (loss)	$	2,327,111	$	985,223
Management fee		1,923,750		2,091,357
Brokerage commission		53,319		45,087
Net realized gain (loss)		50,615,554		151,738,610
Change in net unrealized appreciation/depreciation		157,560,555		25,587,101
Net Income (loss)	$	210,503,220	$	178,310,934

The Fund’s net income increased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to a greater increase in the value of WTI Crude Oil during the six months ended June 30, 2019.

ProShares Ultra Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:

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	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	14,617,440		$	63,268,950
NAV end of period	$	33,637,758		$	25,715,598
Percentage change in NAV		130.1	%		(59.4	)%
Shares outstanding beginning of period		578,150			1,938,434
Shares outstanding end of period		2,428,150			878,150
Percentage change in shares outstanding		320.0	%		(54.7	)%
Shares created		2,850,000			750,000
Shares redeemed		1,000,000			1,810,284
Per share NAV beginning of period	$	25.28		$	32.64
Per share NAV end of period	$	13.85		$	29.28
Percentage change in per share NAV		(45.2	)%		(10.3	)%
Percentage change in benchmark		(22.8	)%		(2.9	)%
Benchmark annualized volatility		35.7	%		25.5	%

During the six months ended June 30, 2019, the increase in the Fund’s NAV resulted primarily from an increase from 578,150 outstanding Shares at December 31, 2018 to 2,428,150 outstanding Shares at June 30, 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 two times (2x) the daily performance of the Bloomberg Natural Gas Subindex

. By comparison, during the six months ended June 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,938,434 outstanding Shares at December 31, 2017 to 878,150 outstanding Shares at June 30, 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 two times (2x) the daily performance of the Bloomberg Natural Gas Subindex

For the six months ended June 30, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the ~~inverse~~daily performance of its benchmark. The Fund’s per Share NAV decrease of 45.2% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 10.3% for the six months ended June 30, 2018, was primarily due to greater depreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

The benchmark’s decline of 22.8% for the six months ended June 30, 2019, as compared to the benchmark’s decline of 2.9% for the six months ended June 30, 2018, can be attributed to a greater decrease in the value of Henry Hub Natural Gas during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	93,929		$	29,226
Management fee		115,695			175,110
Brokerage commission		47,219			49,657
Net realized gain (loss)		(21,277,866	)		5,080,743
Change in net unrealized appreciation/depreciation		9,674,305			(7,340,216	)
Net Income (loss)	$	(11,509,632	)	$	(2,230,247	)

The Fund’s net income decreased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to a greater decrease in the value of Henry Hub Natural Gas, during the six months ended June 30, 2019.

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ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	7,544,569		$	9,591,516
NAV end of period	$	5,801,170		$	8,848,596
Percentage change in NAV		(23.1	)%		(7.7	)%
Shares outstanding beginning of period		500,000			550,000
Shares outstanding end of period		400,000			550,000
Percentage change in shares outstanding		(20.0	)%		—
Shares created		50,000			150,000
Shares redeemed		150,000			150,000
Per share NAV beginning of period	$	15.09		$	17.44
Per share NAV end of period	$	14.50		$	16.09
Percentage change in per share NAV		(3.9	)%		(7.7	)%
Percentage change in benchmark		(0.8	)%		(2.7	)%
Benchmark annualized volatility		5.5	%		7.7	%

During the six months ended June 30, 2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 500,000 outstanding Shares at December 31, 2018 to 400,000 outstanding Shares at June 30, 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 two times (2x) the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the six months ended June 30, 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 two times (2x) 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 December 31, 2017 to June 30, 2018.

For the six months ended June 30, 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 decrease of 3.9% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 7.7% for the six months ended June 30, 2018, was primarily due to lesser depreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	39,752		$	4,823
Management fee		35,215			44,932
Net realized gain (loss)		(359,872	)		(309,512	)
Change in net unrealized appreciation/depreciation		(16,908	)		(435,638	)
Net Income (loss)	$	(337,028	)	$	(740,327	)

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The Fund’s net income increased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to a lesser decrease in the value of the euro versus the U.S. dollar during the six months ended June 30, 2019.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	83,523,294		$	93,708,748
NAV end of period	$	85,377,335		$	82,112,586
Percentage change in NAV		2.2	%		(12.4	)%
Shares outstanding beginning of period		2,250,000			2,350,000
Shares outstanding end of period		1,950,000			2,250,000
Percentage change in shares outstanding		(13.3	)%		(4.3	)%
Shares created		400,000			300,000
Shares redeemed		700,000			400,000
Per share NAV beginning of period	$	37.12		$	39.88
Per share NAV end of period	$	43.78		$	36.49
Percentage change in per share NAV		17.9	%		(8.5	)%
Percentage change in benchmark		10.0	%		(3.1	)%
Benchmark annualized volatility		10.8	%		9.1	%

During the six months ended June 30, 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 two times (2x) the daily performance of the Bloomberg Gold Subindex

. The increase in the Fund’s NAV was offset by a decrease from 2,250,000 outstanding Shares at December 31, 2018 to 1,950,000 outstanding Shares at June 30, 2019. By comparison, during the six months ended June 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,350,000 outstanding Shares at December 31, 2017 to 2,250,000 outstanding Shares at June 30, 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 two times (2x) the daily performance of gold bullion as measured by the LBMA Gold Price PM.

For the six months ended June 30, 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 17.9% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 8.5% for the six months ended June 30, 2018, was primarily due to appreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

The new benchmark’s rise of 10.0% for the six months ended June 30, 2019, as compared to the former LBMA Gold Price benchmark’s decline of 3.1% for the six months ended June 30, 2018, can be attributed to an increase in the value of gold futures contracts during the period ended June 30, 2019.

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Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Net investment income (loss)	$	440,872	$	261,930
Management fee		380,350		442,935
Brokerage commission		3,787		28
Net realized gain (loss)		7,580,942		2,948,113
Change in net unrealized appreciation/depreciation		4,884,290		(10,811,316	)
Net Income (loss)	$	12,906,104	$	(7,601,273	)

The Fund’s net income increased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to an increase in the value of futures prices during the six months ended June 30, 2019.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	201,824,376		$	258,244,696
NAV end of period	$	178,444,838		$	208,483,138
Percentage change in NAV		(11.6	)%		(19.3	)%
Shares outstanding beginning of period		7,646,526			7,696,526
Shares outstanding end of period		7,246,526			7,096,526
Percentage change in shares outstanding		(5.2	)%		(7.8	)%
Shares created		1,300,000			500,000
Shares redeemed		1,700,000			1,100,000
Per share NAV beginning of period	$	26.39		$	33.55
Per share NAV end of period	$	24.62		$	29.38
Percentage change in per share NAV		(6.7	)%		(12.4	)%
Percentage change in benchmark		(1.8	)%		(5.0	)%
Benchmark annualized volatility		15.4	%		13.7	%

During the six months ended June 30, 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 two times (2x) the daily performance of the Bloomberg Silver Subindex

. The decrease in the Fund’s NAV also resulted in part from a decrease from 7,646,526 outstanding Shares at December 31, 2018 to 7,246,526 outstanding Shares at June 30, 2019. By comparison, during the six months ended June 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 7,696,526 outstanding Shares at December 31, 2017 to 7,096,526 outstanding Shares at June 30, 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 two times (2x) the daily performance of silver bullion as measured by the London Silver Price.

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For the six months ended June 30, 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 decrease of 6.7% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 12.4% for the six months ended June 30, 2018, was primarily due to lesser depreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

The new benchmark’s decline of 1.8% for the six months ended June 30, 2019, as compared to the former London Silver Price benchmark’s decline of 5.0% for the six months ended June 30, 2018, can be attributed to a lesser decrease in the value of silver futures contracts during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	957,627		$	600,819
Management fee		864,406			1,101,124
Brokerage commission		13,702			31
Net realized gain (loss)		5,286,170			7,174,134
Change in net unrealized appreciation/depreciation		(18,388,937	)		(35,858,622	)
Net Income (loss)	$	(12,145,140	)	$	(28,083,669	)

The Fund’s net income increased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to a lesser decrease in the value of futures prices during the six months ended June 30, 2019.

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	214,304,871		$	394,035,141
NAV end of period	$	529,341,464		$	359,311,519
Percentage change in NAV		147.0	%		(8.8	)%
Shares outstanding beginning of period		2,630,912			7,625,448
Shares outstanding end of period		17,430,912			5,865,448
Percentage change in shares outstanding		562.5	%		(23.1	)%
Shares created		32,200,000			17,240,000
Shares redeemed		17,400,000			19,000,000
Per share NAV beginning of period	$	81.46		$	51.67
Per share NAV end of period	$	30.37		$	61.26
Percentage change in per share NAV		(62.7	)%		18.6	%
Percentage change in benchmark		(45.7	)%		31.6	%
Benchmark annualized volatility		55.9	%		156.3	%

Table of Contents

During the six months ended June 30, 2019, the increase in the Fund’s NAV resulted primarily from an increase from 2,630,912 outstanding Shares at December 31, 2018 to 17,430,912 outstanding Shares at June 30, 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 one and

one-half

times (1.5x) the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the six months ended June 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 7,625,448 outstanding Shares at December 31, 2017 to 5,865,448 outstanding Shares at June 30, 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 two times (2x) of the daily performance of the S&P 500 VIX Short-Term Futures Index prior to the close of business on February 27, 2018, and one and

one-half

times (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 to June 30, 2018.

For the six months ended June 30, 2019 and 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its 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 62.7% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV increase of 18.6% for the six months ended June 30, 2018, was primarily due to depreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	356,496		$	(2,150,142	)
Management fee		2,321,769			1,847,115
Brokerage commission		1,395,316			1,542,921
Non-recurring fees and expenses		27,508			—
Net realized gain (loss)		(250,199,509	)		260,784,945
Change in net unrealized appreciation/depreciation		(78,621,075	)		74,541,294
Net Income (loss)	$	(328,464,088	)	$	333,176,097

The Fund’s net income decreased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to a decrease in the value of futures prices during the six months ended June 30, 2019.

* See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form

10-Q

regarding the reverse Share split for the ProShares Ultra VIX Short-Term Futures ETF.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:

Table of Contents


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	5,751,716		$	2,864,269
NAV end of period	$	5,807,397		$	2,892,468
Percentage change in NAV		1.0	%		1.0	%
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		100,000			—
Shares redeemed		100,000			—
Per share NAV beginning of period	$	57.53		$	57.32
Per share NAV end of period	$	58.09		$	57.88
Percentage change in per share NAV		1.0	%		1.0	%
Percentage change in benchmark		1.7	%		1.8	%
Benchmark annualized volatility		5.5	%		7.2	%

There was no net change in the Fund’s outstanding Shares from December 31, 2018 to June 30, 2019. By comparison, during the six months ended June 30, 2018, 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 two times (2x) 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, 2017 to June 30, 2018.

For the ~~three~~six months ended ~~September~~June 30, 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 1.0% for both the six months ended June 30, 2019 and for the six months ended June 30, 2018, was primarily due to similar appreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

The benchmark’s rise of 1.7% for the six months ended June 30, 2019, as compared to the benchmark’s rise of 1.8% for the six months ended June 30, 2018, can be attributed to a lesser increase in the value of the Japanese yen versus the U.S. dollar during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	24,239		$	(5,596	)
Management fee		21,645			14,332
Net realized gain (loss)		93,976			22,846
Change in net unrealized appreciation/depreciation		(129,048	)		10,949
Net Income (loss)	$	(10,833	)	$	28,199

The Fund’s net income decreased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to a lesser increase in the value of the Japanese yen versus the U.S. dollar during the six months ended June 30, 2019.

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ProShares UltraPro 3x Crude Oil ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	87,667,042		$	11,335,483
NAV end of period	$	114,953,560		$	40,809,111
Percentage change in NAV		31.1	%		260.0	%
Shares outstanding beginning of period		6,700,000			300,008
Shares outstanding end of period		5,100,000			650,000
Percentage change in shares outstanding		(23.9	)%		116.7	%
Shares created		2,650,000			600,000
Shares redeemed		4,250,000			250,008
Per share NAV beginning of period	$	13.08		$	37.78
Per share NAV end of period	$	22.54		$	62.78
Percentage change in per share NAV		72.3	%		66.2	%
Percentage change in benchmark		26.5	%		23.2	%
Benchmark annualized volatility		29.2	%		24.2	%

During the six months ended June 30, 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 three times (3x) the daily performance of the Bloomberg WTI Crude Oil Subindex

. The increase in the Fund’s NAV was offset by a decrease from 6,700,000 outstanding Shares at December 31, 2018 to 5,100,000 outstanding Shares at June 30, 2019. By comparison, during the six months ended June 30, 2018, the increase in the Fund’s NAV resulted primarily from an increase from 300,008 outstanding Shares at December 31, 2017 to 650,000 outstanding Shares at June 30, 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 ~~2016,~~expenses, that correspond to three times (3x) the daily performance of the Bloomberg WTI Crude Oil Subindex

For the six months ended June 30, 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 72.3% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV increase of 66.2% for the six months ended June 30, 2018, was primarily due to greater appreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:

Table of Contents


	Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Net investment income (loss)	$	513,846	$	(96,066	)
Management fee		572,216		55,692
Brokerage commission		152,933		19,473
Offering costs		—		52,846
Limitation by sponsor		—		(26,957	)
Net realized gain (loss)		26,175,871		3,361,776
Change in net unrealized appreciation/depreciation		50,936,598		8,487,486
Net Income (loss)	$	77,626,315	$	11,753,196

ProShares UltraPro 3x Short Crude Oil ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	18,665,099		$	21,161,176
NAV end of period	$	15,342,565		$	21,723,197
Percentage change in NAV		(17.8	)%		2.7	%
Shares outstanding beginning of period		374,906			500,002
Shares outstanding end of period		774,906			1,124,906
Percentage change in shares outstanding		106.7	%		125.0	%
Shares created		1,700,000			1,287,500
Shares redeemed		1,300,000			662,596
Per share NAV beginning of period	$	49.79		$	42.32
Per share NAV end of period	$	19.80		$	19.31
Percentage change in per share NAV		(60.2	)%		(54.4	)%
Percentage change in benchmark		26.5	%		23.2	%
Benchmark annualized volatility		29.2	%		24.2	%

During the six months ended June 30, 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 three times the inverse (-3x) of the daily performance of the Bloomberg WTI Crude Oil Subindex

. The decrease in the Fund’s NAV was offset by an increase from 374,906 outstanding Shares at December 31, 2018 to 774,906 outstanding Shares at June 30, 2019. By comparison, during the six months ended June 30, 2018, the increase in the Fund’s NAV resulted from an increase from 500,002 outstanding Shares at December 31, 2017 to 1,124,906 outstanding Shares at June 30, 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 three times the inverse

(-3x)

of the daily performance of the Bloomberg WTI Crude Oil Subindex

For the six months ended June 30, 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 60.2% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 54.4% for the six months ended June 30, 2018, was primarily due to greater depreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	61,243		$	(132,669	)
Management fee		80,673			55,810
Brokerage commission		35,091			30,505
Offering costs		—			52,797
Limitation by sponsor		—			(176	)
Net realized gain (loss)		(1,081,770	)		(11,469,115	)
Change in net unrealized appreciation/depreciation		(10,570,969	)		(2,454,299	)
Net Income (loss)	$	(11,591,496	)	$	(14,056,083	)

ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	11,060,333		$	13,702,102
NAV end of period	$	8,364,065		$	7,577,764
Percentage change in NAV		(24.4	)%		(44.7	)%
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	$	55.76		$	50.52
Percentage change in per share NAV		0.8	%		10.6	%
Percentage change in benchmark		(0.3	)%		(5.1	)%
Benchmark annualized volatility		7.5	%		8.4	%

During the six months ended June 30, 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 June 30, 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 two times the inverse (-2x) of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. By comparison, during the six months ended June 30, 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 June 30, 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 two times the inverse

(-2x)

of the daily performance of the spot price of the Australian dollar versus the U.S. dollar.

Table of Contents

For the six months ended June 30, 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 increase of 0.8% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV increase of 10.6% for the six months ended June 30, 2018, was primarily due to lesser appreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

The benchmark’s decline of 0.3% for the six months ended June 30, 2019, as compared to the benchmark’s decline of 5.1% for the six months ended June 30, 2018, can be attributed to a lesser decrease in the value of the Australian dollar versus the U.S. dollar during the period ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	51,684		$	4,885
Management fee		40,978			36,668
Brokerage commission		3,102			2,710
Net realized gain (loss)		512,861			(704,868	)
Change in net unrealized appreciation/depreciation		(651,797	)		1,286,278
Net Income (loss)	$	(87,252	)	$	586,295

The Fund’s net income decreased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to a lesser decrease in the value of the Australian dollar versus the U.S. dollar during the six months ended June 30, 2019.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:

Table of Contents


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	114,377,311		$	225,843,284
NAV end of period	$	68,096,767		$	177,512,584
Percentage change in NAV		(40.5	)%		(21.4	)%
Shares outstanding beginning of period		3,839,884			9,289,884
Shares outstanding end of period		4,039,884			11,889,884
Percentage change in shares outstanding		5.2	%		28.0	%
Shares created		8,250,000			8,700,000
Shares redeemed		8,050,000			6,100,000
Per share NAV beginning of period	$	29.79		$	24.31
Per share NAV end of period	$	16.86		$	14.93
Percentage change in per share NAV		(43.4	)%		(38.6	)%
Percentage change in benchmark		26.5	%		23.2	%
Benchmark annualized volatility		29.2	%		24.2	%

During the six months ended June 30, 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 two times the inverse (-2x) of the daily performance of the Bloomberg WTI Crude Oil Subindex

. The decrease in the Fund’s NAV was offset by an increase from 3,839,884 outstanding Shares at December 31, 2018 to 4,039,884 outstanding Shares at June 30, 2019. By comparison, during the six months ended June 30, 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 two times the inverse

(-2x)

of the daily performance of the Bloomberg WTI Crude Oil Subindex

. The decrease in the Fund’s NAV was offset by an increase from 9,289,884 outstanding Shares at December 31, 2017 to 11,889,884 outstanding Shares at June 30, 2018.

For the six months ended June 30, 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 43.4% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV decrease of 38.6% for the six months ended June 30, 2018, was primarily due to greater depreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	401,612		$	532,980
Management fee		356,422			957,534
Brokerage commission		28,502			28,502
Net realized gain (loss)		969,163			(75,759,313	)
Change in net unrealized appreciation/depreciation		(35,461,728	)		(6,331,310	)
Net Income (loss)	$	(34,090,953	)	$	(81,557,643	)

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ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	17,825,441		$	6,902,743
NAV end of period	$	3,838,842		$	6,746,849
Percentage change in NAV		(78.5	)%		(2.3	)%
Shares outstanding beginning of period		824,832			174,832
Shares outstanding end of period		124,832			174,832
Percentage change in shares outstanding		(84.9	)%		—
Shares created		500,000			350,000
Shares redeemed		1,200,000			350,000
Per share NAV beginning of period	$	21.61		$	39.48
Per share NAV end of period	$	30.75		$	38.59
Percentage change in per share NAV		42.3	%		(2.3	)%
Percentage change in benchmark		(22.8	)%		(2.9	)%
Benchmark annualized volatility		35.7	%		25.5	%

During the six months ended June 30, 2019, the decrease in the Fund’s NAV resulted primarily from a decrease from 824,832 outstanding Shares at December 31, 2018 to 124,832 outstanding Shares at June 30, 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 two times the inverse (-2x) of the daily performance of the Bloomberg Natural Gas Subindex

. By comparison, during the six months ended June 30, 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 two times the inverse

(-2x)

of the daily performance of the Bloomberg Natural Gas Subindex

. There was no net change in the Fund’s outstanding Shares from December 31, 2017 to June 30, 2018.

For the six months ended June 30, 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 ~~0.3%~~42.3% for the ~~three~~six months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV decrease of ~~4.5%~~2.3% for the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to an appreciation in the value of the assets held by the Fund during the ~~three~~six months ended ~~September~~June 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.

2019.

The benchmark’s decline of ~~0.03%~~22.8% for the ~~three~~six months ended ~~September~~June 30, ~~2017,~~2019, as compared to the benchmark’s ~~rise~~decline of ~~1.8%~~2.9% for the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to a ~~decline~~greater decrease in the value of ~~the Japanese yen versus the U.S. dollar~~Henry Hub Natural Gas during the ~~three months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the ~~three~~six months ended ~~September~~June 30, ~~2017~~2019 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 )

2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	31,203		$	(12,151	)
Management fee		49,069			29,447
Brokerage commission		27,881			13,771
Net realized gain (loss)		14,769,166			(12,513	)
Change in net unrealized appreciation/depreciation		(10,862,796	)		1,103,510
Net Income (loss)	$	3,937,573		$	1,078,846

Table of Contents

The Fund’s net income increased for the ~~three~~six months ended ~~September~~June 30, ~~2017,~~2019 as compared to the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2018, primarily due to a ~~decline~~greater decrease in the value of Henry Hub Natural Gas in conjunction with the ~~Japanese yen versus the U.S. dollar~~timing of shareholder activity, during the ~~three~~six months ended ~~September~~June 30, ~~2017.~~

2019.

ProShares Ultra Bloomberg Crude Oil*

UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the ~~three~~six months ended ~~September~~June 30, ~~2017~~2019 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 %

2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	154,120,159		$	202,548,197
NAV end of period	$	134,573,471		$	177,734,262
Percentage change in NAV		(12.7	)%		(12.3	)%
Shares outstanding beginning of period		6,350,000			9,550,000
Shares outstanding end of period		5,300,000			7,800,000
Percentage change in shares outstanding		(16.5	)%		(18.3	)%
Shares created		350,000			1,000,000
Shares redeemed		1,400,000			2,750,000
Per share NAV beginning of period	$	24.27		$	21.21
Per share NAV end of period	$	25.39		$	22.79
Percentage change in per share NAV		4.6	%		7.4	%
Percentage change in benchmark		(0.8	)%		(2.7	)%
Benchmark annualized volatility		5.5	%		7.7	%

During the ~~three~~six months ended ~~September~~June 30, ~~2017,~~2019, the decrease in the Fund’s NAV resulted primarily from a decrease from ~~64,761,317~~6,350,000 outstanding Shares at December 31, 2018 to 5,300,000 outstanding Shares at June 30, ~~2017 to 34,761,317 outstanding Shares at September 30, 2017.~~2019. The 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 2xtwo times the inverse (-2x) of the daily performance of the ~~Bloomberg WTI Crude Oil Subindex~~^SM.spot price of the euro versus the U.S. dollar. By comparison, during the ~~three~~six 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,~~2018, the decrease in the Fund’s NAV resulted from a decrease from ~~1,050,008~~9,550,000 outstanding Shares at December 31, 2017 to 7,800,000 outstanding Shares at June 30, ~~2017 to 300,008 outstanding Shares at September 30, 2017.~~2018. The 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 ~~3x of~~two times 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, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 10.5% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 18.4% 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 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.

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)
   $ (42,774 )    $ (93,432 )
Management fee
   110,894    85,894
Brokerage commissions
   24,919    25,652
Net realized gain (loss)
   (2,015,002 )    1,964,675
Change in net unrealized appreciation/depreciation
   (1,076,819 )    (8,407,770 )
Net income (loss)
   $ (3,134,595 )    $ (6,536,527 )

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 decrease in the price of Henry Hub Natural Gas during the three months ended September 30, 2017.

~~ProShares Ultra 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
   $ 88,717,834 $ 100,789,893
NAV end of period
   $ 89,587,943 $ 99,949,269
Percentage change in NAV
   1.0 % (0.8 )%
Shares outstanding beginning of period
   2,350,000 2,250,000
Shares outstanding end of period
   2,250,000 2,250,000
Percentage change in shares outstanding
   (4.3 )% 0.0 %
Shares created
   50,000 50,000
Shares redeemed
   150,000 50,000
Per share NAV beginning of period
   $ 37.75 $ 44.80
Per share NAV end of period
   $ 39.82 $ 44.42
Percentage change in per share NAV
   5.5 % (0.8 )%
Percentage change in benchmark
   3.3 % 0.1 %
Benchmark annualized volatility
   10.6 % 10.8 %

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 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, 2017 to 2,250,000 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.

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 5.5% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 0.8% 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 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 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)
   $ 7,054    $ (172,490 )
Management fee
   224,583    245,192
Brokerage commissions
   10    8
Net realized gain (loss)
   5,462,857    12,630,084
Change in net unrealized appreciation/depreciation
   (546,321 )    (13,422,965 )
Net income (loss)
   $ 4,923,590    $ (965,371 )

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 increase in the price of spot gold in U.S. dollar terms during the three months ended September 30, 2017.

~~ProShares Ultra 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
   $ 245,798,564 $ 386,838,399
NAV end of period
   $ 244,805,182 $ 372,251,128
Percentage change in NAV
   (0.4 )% (3.8 )%
Shares outstanding beginning of period
   7,396,526 8,496,526
Shares outstanding end of period
   7,196,526 7,596,526
Percentage change in shares outstanding
   (2.7 )% (10.6 )%
Shares created
   300,000 150,000
Shares redeemed
   500,000 1,050,000
Per share NAV beginning of period
   $ 33.23 $ 45.53
Per share NAV end of period
   $ 34.02 $ 49.00
Percentage change in per share NAV
   2.4 % 7.6 %
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 a decrease from 7,396,526 outstanding Shares at June 30, 2017 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 three months ended September 30, 2016, the decrease in the Fund’s NAV resulted from a decrease from 8,496,526 outstanding Shares at June 30, 2016 to 7,596,526 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 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 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.

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
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 %

(-2x)

of the daily performance of the spot price of the euro versus the U.S. dollar. ~~There was no net change in~~

For the ~~Fund’s outstanding Shares from~~six months ended 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 fees2019 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, 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% for the three months ended September 30, 2017, as compared to the Fund’s per Share NAV increase of 2.5% for the three months ended September 30, 2016, was primarily due to a 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.

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)
   $ (4,166 )    $ (12,886 )
Management fee
   14,387    17,545
Net realized gain (loss)
   (4,545 )    955,119
Change in net unrealized appreciation/depreciation
   (52,772 )    (763,768 )
Net income (loss)
   $ (61,483 )    $ 178,465

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 decline in the value of the Japanese yen versus the U.S. dollar during the three months ended September 30, 2017.

~~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 months ended September 30, 2017 and 2016:~~

   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
NAV beginning of period
   $ 515,758,754 $ 547,708,740
NAV end of period
   $ 535,095,732 $ 738,749,800
Percentage change in NAV
   3.7 % 34.9 %
Shares outstanding beginning of period
   2,965,383 195,025
Shares outstanding end of period
   25,927,238 2,185,383
Percentage change in shares outstanding
   774.3 % 1,020.6 %
Shares created
   51,185,000 3,857,000
Shares redeemed
   28,223,145 1,866,642
Per share NAV beginning of period
   $ 173.93 $ 2,808.40
Per share NAV end of period
   $ 20.64 $ 338.04
Percentage change in per share NAV
   (88.1 )% (88.0 )%
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 2,965,383 outstanding Shares at December 31, 2016 to 25,927,238 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 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 195,025 outstanding Shares at December 31, 2015 to 2,185,383 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 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 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 88.1% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV decrease of 88.0% 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 $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.

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)
   $ (3,866,250 )    $ (7,007,927 )
Management fee
   2,880,339    5,006,558
Brokerage commission
   2,819,322    3,228,763
Net realized gain (loss)
   (646,063,604 )    (1,269,208,841 )
Change in net unrealized appreciation/depreciation
   (93,756,755 )    (51,154,812 )
Net income (loss)
   $ (743,686,609 )    $ (1,327,371,580 )

*	~~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 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,~~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 ~~6.0%~~4.6% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV ~~decrease~~increase of ~~39.9%~~7.4% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to anlesser appreciation in the value of the assets ofheld by the Fund during the ~~nine~~six months ended ~~September~~June 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.

2019.

The benchmark’s decline of ~~9.4%~~0.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, as compared to the benchmark’s decline of ~~0.3%~~2.7% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to a ~~greater~~lesser decrease in the ~~price~~value of ~~WTI Crude Oil~~the euro versus the U.S. dollar during the ~~nine months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 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 )

2018:

Table of Contents


	Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Net investment income (loss)	$	905,729	$	490,576
Management fee		674,193		910,637
Net realized gain (loss)		5,276,612		4,011,223
Change in net unrealized appreciation/depreciation		581,064		9,772,114
Net Income (loss)	$	6,763,405	$	14,273,913

The Fund’s net income ~~increased~~decreased for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, primarily due to a ~~greater~~lesser decrease in the ~~price~~value of ~~WTI Crude Oil~~the euro versus the U.S. dollar during the ~~nine~~six months ended ~~September~~June 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.~~

2019.

ProShares ~~UltraPro 3x Short Crude Oil ETF~~

UltraShort Gold

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~~for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	18,098,997		$	31,497,410
NAV end of period	$	18,158,403		$	26,248,001
Percentage change in NAV		0.3	%		(16.7	)%
Shares outstanding beginning of period		246,978			446,978
Shares outstanding end of period		296,977			346,978
Percentage change in shares outstanding		20.2	%		(22.4	)%
Shares created		400,000			250,000
Shares redeemed		350,001			350,000
Per share NAV beginning of period	$	73.28		$	70.47
Per share NAV end of period	$	61.14		$	75.65
Percentage change in per share NAV		(16.6	)%		7.4	%
Percentage change in benchmark		10.0	%		(3.1	)%
Benchmark annualized volatility		10.8	%		9.1	%

   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~~

January 7, 2019, the benchmark for the ProShares UltraShort Gold Fund was the LBMA Gold Price PM.

During the ~~period~~six months ended ~~September~~June 30, ~~2017,~~2019, the increase in the Fund’s NAV resulted primarily from an increase from 8246,978 outstanding Shares at ~~March 24, 2017~~December 31, 2018 to ~~900,008~~296,977 outstanding Shares at ~~September~~June 30, ~~2017.~~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 two times the inverse (-2x) of the daily performance of the Bloomberg Gold Subindex

. By comparison, during the six months ended June 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 446,978 outstanding Shares at December 31, 2017 to 346,978 outstanding Shares at June 30, 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 two times the inverse

(-2x)

of the daily performance of gold bullion as measured by the LBMA Gold Price PM.

For the six months ended June 30, 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 16.6% for the six months ended June 30, 2019, as compared to the Fund’s per Share NAV increase of 7.4% for the six months ended June 30, 2018, was primarily due to depreciation in the value of the assets held by the Fund during the six months ended June 30, 2019.

Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	100,053		$	70,206
Management fee		95,018			134,889
Brokerage commission		2,418			28
Net realized gain (loss)		(3,069,639	)		(1,696,803	)
Change in net unrealized appreciation/depreciation		(478,986	)		3,789,437
Net Income (loss)	$	(3,448,572	)	$	2,162,840

The Fund’s net income decreased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to an increase in the value of the futures prices during the six months ended June 30, 2019.

ProShares UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	11,768,863		$	14,806,259
NAV end of period	$	14,026,041		$	23,192,780
Percentage change in NAV		19.2	%		56.6	%
Shares outstanding beginning of period		316,976			466,976
Shares outstanding end of period		366,976			666,976
Percentage change in shares outstanding		15.8	%		42.8	%
Shares created		550,000			650,000
Shares redeemed		500,000			450,000
Per share NAV beginning of period	$	37.13		$	31.71
Per share NAV end of period	$	38.22		$	34.77
Percentage change in per share NAV		2.9	%		9.7	%
Percentage change in benchmark		(1.8	)%		(5.0	)%
Benchmark annualized volatility		15.4	%		13.7	%

Table of Contents

During the six months ended June 30, 2019, the increase in the Fund’s NAV resulted primarily from an increase from 316,976 outstanding Shares at December 31, 2018 to 366,976 outstanding Shares at June 30, 2019. The increase 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 ~~3x of~~two times the inverse (-2x) of the daily performance of the Bloomberg ~~WTI Crude Oil~~Silver 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 By comparison, 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 ninesix months ended SeptemberJune 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, 2017,2018, the increase in the Fund’s NAV resulted primarily from an increase from 466,976 outstanding Shares at December 31, 2017 to 666,976 outstanding Shares at June 30, 2018. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, (beforebefore fees and expenses)expenses, that correspond to 2x oftwo times the inverse
(-2x)
of the daily performance of silver bullion as measured by the Bloomberg Natural Gas Subindex^SM. There was no net change inLondon Silver Price.}

For the ~~Fund’s outstanding Shares from December 31, 2016 to September 30, 2017. By comparison, during the nine~~six months ended ~~September~~June 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 fees2019 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,~~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 ~~46.6%~~2.9% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV ~~decrease~~increase of ~~21.9%~~9.7% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to anlesser appreciation in the value of the assets ofheld by the Fund during the ~~nine months September 30, 2017.~~

~~During the nine~~six months ended ~~September~~June 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.

2019.

The new benchmark’s decline of ~~27.9%~~1.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, as compared to the former London Silver Price benchmark’s decline of ~~5.9%~~5.0% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to a ~~greater~~lesser decrease in the ~~price~~value of ~~Henry Hub Natural Gas~~the silver futures contracts during the ~~nine months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 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

2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	73,731		$	46,262
Management fee		78,655			97,129
Brokerage commission		4,175			26
Net realized gain (loss)		(920,611	)		(1,264,388	)
Change in net unrealized appreciation/depreciation		1,069,178			3,182,840
Net Income (loss)	$	222,298		$	1,964,714

The Fund’s net income decreased for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, primarily due to a ~~greater~~lesser decrease in the ~~price~~value of ~~Henry Hub Natural Gas, in conjunction with a significant decline in average shares outstanding~~futures prices during the ~~nine~~six months ended ~~September~~June 30, ~~2017, as compared to the nine months ended September 30, 2016.~~

2019.

ProShares UltraShort ~~Gold~~

Yen

Fund Performance

The following table provides summary performance information for the Fund for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 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 %

2018:

Table of Contents


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	55,363,675		$	131,077,453
NAV end of period	$	47,695,345		$	84,457,545
Percentage change in NAV		(13.9	)%		(35.6	)%
Shares outstanding beginning of period		749,290			1,749,290
Shares outstanding end of period		649,290			1,149,290
Percentage change in shares outstanding		(13.3	)%		(34.3	)%
Shares created		450,000			100,000
Shares redeemed		550,000			700,000
Per share NAV beginning of period	$	73.89		$	74.93
Per share NAV end of period	$	73.46		$	73.49
Percentage change in per share NAV		(0.6	)%		(1.9	)%
Percentage change in benchmark		1.7	%		1.8	%
Benchmark annualized volatility		5.5	%		7.2	%

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, the decrease in the Fund’s NAV resulted primarily from a decrease from ~~696,978~~749,290 outstanding Shares at December 31, ~~2016~~2018 to ~~496,978~~649,290 outstanding Shares at ~~September~~June 30, ~~2017.~~2019. 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~~two times the inverse (-2x) of the daily performance of ~~gold bullion as measured by~~the spot price of the Japanese yen versus the U.S. ~~dollar p.m. LBMA Gold Price.~~dollar. By comparison, during the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, the ~~increase~~decrease in the Fund’s NAV resulted primarily from ~~an increase~~a decrease from ~~646,978~~1,749,290 outstanding Shares at December 31, ~~2015~~2017 to ~~1,096,978~~1,149,290 outstanding Shares at ~~September~~June 30, ~~2016.~~2018. The ~~increase~~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~~two times the inverse

(-2x)

of the daily performance of ~~gold bullion as measured by~~the spot price of the Japanese yen versus the U.S. ~~dollar p.m. LBMA Gold Price.~~

dollar.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~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 ~~22.0%~~0.6% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV decrease of ~~39.9%~~1.9% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, was primarily due to a lesser depreciation in the value of the assets ofheld by the Fund during the ~~nine~~six months ended ~~September~~June 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.

2019.

The benchmark’s rise of ~~12.0%~~1.7% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, as compared to the benchmark’s rise of ~~24.8%~~1.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to a lesser increase in the ~~price~~value of ~~spot gold in~~the Japanese yen versus the U.S. dollar ~~terms~~ during the ~~nine months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 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 )

2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	343,017		$	233,063
Management fee		247,784			438,360
Net realized gain (loss)		(2,944,042	)		(2,918,976	)
Change in net unrealized appreciation/depreciation		2,717,362			(818,709	)
Net Income (loss)	$	116,337		$	(3,504,622	)

The Fund’s net income increased for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, primarily due to a lesser increase in the ~~price~~value of ~~spot gold in~~the Japanese yen versus the U.S. dollar ~~terms~~in conjunction with the timing of shareholder activity during the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~

2019.

Table of Contents

ProShares ~~UltraShort Silver~~

VIX

Mid-Term

Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 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 %

2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	56,299,121		$	26,347,948
NAV end of period	$	37,756,409		$	19,864,692
Percentage change in NAV		(32.9	)%		(24.6	)%
Shares outstanding beginning of period		2,112,403			1,237,403
Shares outstanding end of period		1,762,403			862,403
Percentage change in shares outstanding		(16.6	)%		(30.3	)%
Shares created		775,000			650,000
Shares redeemed		1,125,000			1,025,000
Per share NAV beginning of period	$	26.65		$	21.29
Per share NAV end of period	$	21.42		$	23.03
Percentage change in per share NAV		(19.6	)%		8.2	%
Percentage change in benchmark		(19.2	)%		9.1	%
Benchmark annualized volatility		23.4	%		48.8	%

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, the 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 inverse of~~ the daily performance of ~~silver bullion as measured by~~ the ~~London Silver Price.~~S&P 500 VIX

Mid-Term

Futures Index. The decrease in the Fund’s NAV also resulted in part from a decrease from 2,112,403 outstanding Shares at December 31, 2018 to 1,762,403 outstanding Shares at June 30, 2019. By comparison, during the six months ended June 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 1,237,403 outstanding Shares at December 31, 2017 to 862,403 outstanding Shares at June 30, 2018. 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~~before fees and ~~expenses)~~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.~~

S&P 500 VIX

Mid-Term

Futures Index.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~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 ~~14.3%~~19.6% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV ~~decrease~~increase of ~~56.7%~~8.2% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, 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~~six months ended ~~September~~June 30, ~~2017.~~

~~During~~2019.

The benchmark’s decline of 19.2% for the ~~nine~~six months ended ~~September~~June 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,~~2019, as compared to the benchmark’s rise of ~~3.4%~~9.1% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to a ~~greater increase~~decrease in the value of the ~~euro versus~~futures contracts that made the ~~U.S. dollar~~S&P 500 VIX

Mid-Term

Futures Index during the ~~nine months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 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 )

2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	282,872		$	(1,716	)
Management fee		188,570			97,404
Brokerage commission		19,689			14,358
Net realized gain (loss)		(7,055,283	)		3,967,454
Change in net unrealized appreciation/depreciation		(4,425,324	)		1,836,853
Net Income (loss)	$	(11,197,735	)	$	5,802,591

Table of Contents

The Fund’s net income decreased for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, primarily due to a ~~greater increase~~decrease in the value of the ~~euro versus the U.S. dollar and a higher asset base~~futures prices during the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~

2019.

ProShares ~~UltraShort Australian Dollar~~

VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 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%~~

2018:


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
NAV beginning of period	$	149,547,115		$	137,741,560
NAV end of period	$	240,473,128		$	114,097,930
Percentage change in NAV		60.8	%		(17.2	)%
Shares outstanding beginning of period		3,876,317			5,901,317
Shares outstanding end of period		11,526,317			3,751,317
Percentage change in shares outstanding		197.4	%		(36.4	)%
Shares created		12,125,000			3,675,000
Shares redeemed		4,475,000			5,825,000
Per share NAV beginning of period	$	38.58		$	23.34
Per share NAV end of period	$	20.86		$	30.42
Percentage change in per share NAV		(45.9	)%		30.3	%
Percentage change in benchmark		(45.7	)%		31.6	%
Benchmark annualized volatility		55.9	%		156.3	%

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, the ~~decrease~~increase in the Fund’s NAV resulted primarily from ~~a decrease~~an increase from ~~300,000~~3,876,317 outstanding Shares at December 31, ~~2016~~2018 to ~~200,000~~11,526,317 outstanding Shares at ~~September~~June 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, 2016.2019. 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 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.S&P 500 VIX Short-Term Futures Index. By comparison, during the ~~nine~~six months ended ~~September~~June 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.

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)
   $ (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

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 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 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.

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)
   $ (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 )

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 during the nine months ended September 30, 2017.

~~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,~~2018, the decrease in the Fund’s NAV resulted from a decrease from ~~2,800,000~~5,901,317 outstanding Shares at December 31, ~~2016~~2017 to ~~2,250,000~~3,751,317 outstanding Shares at ~~September~~June 30, ~~2017.~~2018. The 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 ~~gold bullion as measured by~~ the ~~U.S. dollar p.m. LBMA Gold Price. By comparison, during~~S&P 500 VIX Short-Term Futures Index.

For the ~~nine~~six months ended ~~September~~June 30, ~~2016, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees~~2019 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,~~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 ~~21.0%~~45.9% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, as compared to the Fund’s per Share NAV increase of ~~49.4%~~30.3% for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2018, was primarily due to ~~a lesser appreciation~~depreciation in the value of the assets ofheld by the Fund during the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~

~~During~~2019.

The benchmark’s decline of 45.7% for the ~~nine~~six months ended ~~September~~June 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.

~~The benchmark’s rise of 12.0%for the nine months ended September 30, 2017,~~2019, as compared to the benchmark’s rise of ~~24.8%~~31.6% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, can be attributed to a ~~lesser increase~~decrease in the ~~price~~value of ~~spot gold in U.S. dollar terms~~the near-term futures contracts on the VIX futures curve during the ~~nine months~~period ended ~~September~~June 30, ~~2017.~~

2019.

Net Income/Loss

The following table provides summary income information for the Fund for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 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

2018:

Table of Contents


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net investment income (loss)	$	1,201,304		$	(64,417	)
Management fee		848,246			474,707
Brokerage commission		83,182			101,471
Net realized gain (loss)		(66,193,104	)		53,745,459
Change in net unrealized appreciation/depreciation		(33,080,532	)		14,198,503
Net Income (loss)	$	(98,072,332	)	$	67,879,545

The Fund’s net income decreased for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019 as compared to the ~~nine~~six months ended ~~September~~June 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, was2018, primarily due to a ~~lesser appreciation~~decrease in the value of the ~~assets of the Fund~~futures prices during the ~~nine~~six months ended ~~September~~June 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~~2019.

Table of Contents

Item 3. Quantitative 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.

~~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 months ended September 30, 2017 and 2016:~~

   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%~~

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 Japanese yen versus the U.S. dollar. 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 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. The increase in the Fund’s NAV was offset by a decrease from 99,974 outstanding Shares at December 31, 2015 to 99,970 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 4.8% for the nine months ended September 30, 2017, as compared to the Fund’s per Share NAV increase of 36.0% for the nine months ended September 30, 2016, was primarily due to a lesser 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 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.

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)
   $ (20,949 )    $ (35,548 )
Management fee
   42,356    47,356
Net realized gain (loss)
   338,006    2,273,202
Change in net unrealized appreciation/depreciation
   (53,094 )    (267,574 )
Net income (loss)
   $ 263,963    $ 1,970,080

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 value of the Japanese yen versus the U.S. dollar during the nine months ended September 30, 2017.

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

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~~June 30, ~~2017~~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~~June 30, ~~2017~~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~~June 30, ~~2017~~2019 and ~~2016,~~2018, which were sensitive to ~~equity market volatility~~exchange rate price risk.

~~Futures Positions as of September~~

Futures Positions as of June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short

September 2019

154

1.14

125,000

(22,034,513

)

Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short

September 2018

1.1737

125,000

(8,362,256

)

The June 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

~~The September 30, 2017~~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 Instruments

each day

to have $1.00 of short exposure to the euro for every $1.00 of net assets. 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 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 June 30, 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 June 30, 2019 and 2018, which were sensitive to equity market volatility risk.


Futures Positions as of June 30, 2019
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Short		July 2019		6,094	$	15.53		1,000	$	(94,609,350	)
VIX Futures (CBOE)		Short		August 2019		4,424		16.58		1,000		(73,327,800	)

Table of Contents


Futures Positions as of June 30, 2018
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Short		July 2018		9,451	$	16.03		1,000	$	(151,452,275	)
VIX Futures (CBOE)		Short		August 2018		6,868		16.38		1,000		(112,463,500	)

The June 30, 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~~June 30, ~~2017~~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

. The following tables provide information about the Fund’s positions in these ~~VIX futures contracts~~Financial Instruments as of ~~September~~June 30, ~~2017~~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 June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

September 2019

2,120

58.52

1,000

124,062,400

Swap Agreements as of June 30, 2019

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Citibank, N.A.

Long

$85.8165

$202,875,259

Bloomberg WTI Crude Oil Subindex

Goldman Sachs International

Long

85.8165

129,203,915

Bloomberg WTI Crude Oil Subindex

Royal Bank of Canada

Long

85.8165

131,120,750

Bloomberg WTI Crude Oil Subindex

Societe Generale

Long

85.8165

61,063,068

Bloomberg WTI Crude Oil Subindex

UBS AG

Long

85.8165

115,790,770

Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

September 2018

2,687

72.46

1,000

194,700,020

Table of Contents

Swap Agreements as of June 30, 2018

Reference Index

Counterparty

Long or
Short

Index
Close

Notional Amount
at Value

Bloomberg WTI Crude Oil Subindex

Citibank N.A.

Long

107.5777

226,255,400

Bloomberg WTI Crude Oil Subindex

Goldman Sachs International

Long

107.5777

189,842,536

Bloomberg WTI Crude Oil Subindex

Royal Bank of Canada

Long

107.5777

21,173,182

Bloomberg WTI Crude Oil Subindex

Societe Generale

Long

107.5777

80,696,770

Bloomberg WTI Crude Oil Subindex

UBS AG

Long

107.5777

197,792,801

The ~~September~~June 30, ~~2017~~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 June 30, 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 Instruments

each day

to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Annual Report on Form~~10-K~~

10-K/A

for additional information regarding performance for periods longer than a single day.

~~Commodity Price Sensitivity~~

~~Each~~ Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the ~~Commodity Funds~~event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated

tri-party

accounts at the ~~Commodity Index Funds is~~Fund’s custodian bank.

ProShares Ultra Bloomberg Natural Gas:

As of June 30, 2019 and 2018, the ProShares Ultra Bloomberg Natural Gas Fund was exposed to commodity price risk through its ~~holdings~~holding of ~~Financial Instruments.~~Natural Gas futures contracts. The following tables provide information about ~~each~~the Fund’s positions in these Financial Instruments as of ~~the Commodity Funds’~~June 30, 2019 and ~~the Commodity Index Funds’ Financial Instruments,~~2018, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Long

September 2019

2,948

2.28

10,000

67,273,360

Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Long

September 2018

1,773

2.90

10,000

51,434,730

The June 30, 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 Instruments

each day

to have $2.00 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 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 Ultra Euro:

As of ~~September~~June 30, ~~2017~~2019 and ~~2016,~~ 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 June 30, 2019 and 2018, which were sensitive to exchange rate price risk.

Table of Contents


Foreign Currency Forward Contracts as of June 30, 2019
Reference Currency	Counterparty		Long or Short		Settlement Date		Local Currency			Forward Rate		Market Value USD
Euro		Goldman Sachs International		Long		07/12/19		5,708,031			1.1342	$	6,474,107
Euro		UBS AG		Long		07/12/19		5,921,240			1.1344		6,717,044
Euro		Goldman Sachs International		Short		07/12/19		(71,266	)		1.1314		(80,633	)
Euro		UBS AG		Short		07/12/19		(1,362,265	)		1.1369		(1,548,778	)

Foreign Currency Forward Contracts as of June 30, 2018

Reference Currency

Counterparty

Long or
Short

Settlement
Date

Local Currency

Forward
Rate

Market Value
USD

Euro

Goldman Sachs International

Long

07/13/18

7,275,525

1.1686

8,501,968

Euro

UBS AG

Long

07/13/18

8,350,300

1.1686

9,757,919

Euro

UBS AG

Short

07/13/18

(487,200

)

1.1686

(569,328

)

The June 30, 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 Instruments

each day

to have $2.00 of exposure to the euro for every $1.00 of net assets. Future

period

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~~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 June 30, 2019, the ProShares Ultra Gold Fund was exposed to commodity price risk through its holding of Gold futures contracts and swap agreements linked to the Bloomberg Gold Subindex

. As of June 30, 2018 the ProShares Ultra Gold Fund was exposed to commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2019 and 2018, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

August 2019

309

1,413.70

100

43,683,330

Swap Agreements as of June 30, 2019

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Bloomberg Gold Subindex

Citibank, N.A.

Long

164.2928

43,120,440

Bloomberg Gold Subindex

Goldman Sachs International

Long

164.2928

39,623,699

Bloomberg Gold Subindex

UBS AG

Long

164.2928

44,338,615

Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

August 2018

1,254.50

100

250,900

Table of Contents

Forward Agreements as of June 30, 2018

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Citibank N.A.

Long

1,251.25

59,059,000

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

1,251.22

46,820,652

0.995 Fine Troy Ounce Gold

Societe Generale

Long

1,251.22

16,265,860

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,251.19

41,789,746

The June 30, 2019 and 2018 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 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 Instruments

each day

to have $2.00 of exposure to the Index ~~Funds’~~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 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 June 30, 2019, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and swap agreements linked to the Bloomberg Silver Subindex

. As of June 30, 2018, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2019 and 2018, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

September 2019

633

15.34

5,000

48,554,265

Swap Agreements as of June 30, 2019

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Bloomberg Silver Subindex

Citibank, N.A.

Long

148.0529

110,291,099

Bloomberg Silver Subindex

Goldman Sachs International

Long

148.0529

95,340,020

Bloomberg Silver Subindex

UBS AG

Long

148.0529

102,655,024

Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

September 2018

16.20

5,000

161,980

Forward Agreements as of June 30, 2018

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Citibank N.A.

Long

16.0407

141,190,241

Table of Contents


0.999 Fine Troy Ounce Silver	Goldman Sachs International	Long	16.0407	112,778,954
0.999 Fine Troy Ounce Silver	Societe Generale	Long	16.0406	52,677,330
0.999 Fine Troy Ounce Silver	UBS AG	Long	16.0407	110,119,406

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. 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 Annual Report on Form

10-K/A

tri-party

accounts at the Fund’s custodian bank.

ProShares Ultra VIX Short-Term Futures ETF

As of June 30, 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 agreements linked to VIX futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2019 and 2018, which were sensitive to equity market volatility risk.


Futures Positions as of June 30, 2019
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Long		July 2019		27,397	$	15.53		1,000	$	425,338,425
VIX Futures (CBOE)		Long		August 2019		19,933		16.58		1,000		330,389,475

Swap Agreements as of June 30, 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

25.3687

39,123,255


Futures Positions as of June 30, 2018
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Long		July 2018		15,203	$	16.03		1,000	$	243,628,075
VIX Futures (CBOE)		Long		August 2018		11,063		16.38		1,000		181,156,625

Swap Agreements as of June 30, 2018

Reference Index

Counterparty

Long or
Short

Index
Close

Notional Amount
at Value

S&P 500 VIX Short-Term Futures Index

Deutsche Bank AG

Long

54.4300

18,250,660

iPath S&P 500 VIX Short-Term Futures

Goldman Sachs International

Long

36.8671

95,963,878

The June 30, 2019 and 2018 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 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

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the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $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 June 30, 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 June 30, 2019 and 2018, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of June 30, 2019

Reference
Currency

Counterparty

Long or
Short

Settlement
Date

Local Currency

Forward Rate

Market Value
USD

Yen

Goldman Sachs International

Long

07/12/19

336,548,449

0.009246

3,111,764

Yen

UBS AG

Long

07/12/19

921,532,970

0.009243

8,517,925

Yen

UBS AG

Short

07/12/19

(6,364,462

)

0.009286

(59,101

)

Foreign Currency Forward Contracts as of June 30, 2018

Reference Currency

Counterparty

Long or
Short

Settlement
Date

Local Currency

Forward Rate

Market Value
USD

Yen

Goldman Sachs International

Long

07/13/18

324,525,000

0.009037

2,932,713

Yen

UBS AG

Long

07/13/18

325,871,400

0.009037

2,944,880

Yen

Goldman Sachs International

Short

07/13/18

(2,934,400

)

0.009037

(26,517

)

Yen

UBS AG

Short

07/13/18

(7,607,800

)

0.009037

(68,752

)

The June 30, 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 Instruments

each day

to have $2.00 of exposure to the yen for every $1.00 of net assets. 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 Annual Report on Form

10-K/A

tri-party

accounts at the Fund’s custodian bank.

ProShares UltraPro 3x Crude Oil ETF

As of June 30, 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

. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2019 and 2018, which were sensitive to commodity price risk.

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Futures Positions as of June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

September 2019

5,895

58.52

1,000

344,975,400

Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

September 2018

1,690

72.46

1,000

122,457,400

The June 30, 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 June 30, 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

. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2019 and 2018, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short

September 2019

787

58.52

1,000

(46,055,240

)

Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short

September 2018

899

72.46

1,000

(65,141,540

)

The June 30, 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:

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As of June 30, 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 June 30, 2019 and 2018, which were sensitive to exchange rate price risk.

Futures Positions as of June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short

September 2019

238

70.37

1,000

(16,745,680

)

Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short

September 2018

205

73.98

1,000

(15,165,900

)

each day

to have $2.00 of short exposure to the Australian dollar for every $1.00 of net assets. 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 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~~June 30, ~~2017~~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 SeptemberJune 30, 20172019 and 2016,2018, 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    1,894    $ 51.67    1,000    $ (97,862,980 )
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.    Short    $ 76.1424    $ (149,040,494 )
Bloomberg WTI Crude Oil Subindex    Goldman Sachs International    Short    76.1424    (109,832,549 )
Bloomberg WTI Crude Oil Subindex    Societe Generale    Short    76.1424    (12,927,229 )
Bloomberg WTI Crude Oil Subindex    UBS AG    Short    76.1424    (106,765,884 )
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)    Short    November 2016    2,093    $ 48.24    1,000    $ (100,966,320 )
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.    Short    $ 79.0094    $ (110,835,497 )
Bloomberg WTI Crude Oil Subindex    Goldman Sachs International    Short    79.0094    (78,877,241 )
Bloomberg WTI Crude Oil Subindex    Societe Generale    Short    79.0094    (8,278,478 )
Bloomberg WTI Crude Oil Subindex    UBS AG    Short    79.0094    (80,182,717 )}

Futures Positions as of June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short

September 2019

612

58.52

1,000

(35,814,240

)


Swap Agreements as of June 30, 2019
Reference Index	Counterparty		Long or Short		Index Close		Notional Amount at Value
Bloomberg WTI Crude Oil Subindex		Citibank, N.A.		Short	$	85.8165	$	(32,391,415	)
Bloomberg WTI Crude Oil Subindex		Goldman Sachs International		Short		85.8165		(18,892,963	)
Bloomberg WTI Crude Oil Subindex		Royal Bank of Canada		Short		85.8165		(21,105,665	)
Bloomberg WTI Crude Oil Subindex		Societe Generale		Short		85.8165		(8,748,167	)
Bloomberg WTI Crude Oil Subindex		UBS AG		Short		85.8165		(19,251,456	)

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Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short

September 2018

1,028

72.46

1,000

(74,488,880

)


Swap Agreements as of June 30, 2018
Reference Index	Counterparty		Long or Short		Index Close		Notional Amount at Value
Bloomberg WTI Crude Oil Subindex		Citibank N.A.		Short	$	107.5777	$	(91,601,590	)
Bloomberg WTI Crude Oil Subindex		Goldman Sachs International		Short		107.5777		(62,787,144	)
Bloomberg WTI Crude Oil Subindex		Royal Bank of Canada		Short		107.5777		(25,944,244	)
Bloomberg WTI Crude Oil Subindex		Societe Generale		Short		107.5777		(32,467,552	)
Bloomberg WTI Crude Oil Subindex		UBS AG		Short		107.5777		(67,673,814	)

The ~~September~~June 30, ~~2017~~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~~June 30, ~~2017~~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 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 Annual Report on Form~~10-K~~

10-K/A

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~~June 30, ~~2017~~2019 and ~~2016,~~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 ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, 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 )

Futures Positions as of June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Short

September 2019

336

2.28

10,000

(7,667,520

)

Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Short

September 2018

465

2.90

10,000

(13,489,650

)

The ~~September~~June 30, ~~2017~~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 short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures ~~contract.~~contract as applicable. Additional gains (losses) associated with these contracts will be equal to

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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

period

10-K/A

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~~ ~~for additional information regarding performance for periods longer than a single day.~~

ProShares UltraShort Euro:

As of ~~September~~June 30, ~~2017~~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~~June 30, ~~2017~~2019 and ~~2016,~~2018, 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    3,175,800 1.1821    $ 3,754,078
Euro
   UBS AG    Long    10/06/17    35,067,900 1.1821    41,453,378
Euro
   Goldman Sachs International    Short    10/06/17    (194,781,925 ) 1.1821    (230,249,569 )
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 June 30, 2019
Reference Currency	Counterparty		Long or Short		Settlement Date		Local Currency			Forward Rate		Market Value USD
Euro		Goldman Sachs International		Long		07/12/19		5,149,992			1.1299	$	5,818,958
Euro		UBS AG		Long		07/12/19		4,521,641			1.1389		5,149,650
Euro		Goldman Sachs International		Short		07/12/19		(113,562,310	)		1.1342		(128,802,111	)
Euro		UBS AG		Short		07/12/19		(132,301,410	)		1.1339		(150,013,121	)


Foreign Currency Forward Contracts as of June 30, 2018
Reference Currency	Counterparty		Long or Short		Settlement Date		Local Currency			Forward Rate		Market Value USD
Euro		Goldman Sachs International		Long		07/13/18		13,852,100			1.1686	$	16,187,163
Euro		UBS AG		Long		07/13/18		33,390,600			1.1686		39,019,289
Euro		Goldman Sachs International		Short		07/13/18		(161,505,525	)		1.1686		(188,730,681	)
Euro		UBS AG		Short		07/13/18		(190,156,800	)		1.1686		(222,211,731	)

The ~~September~~June 30, ~~2017~~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 Instruments

each day

to have $2.00 of short exposure to the euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the euro and multiplying by negative two. See “Item 1A. Risk Factors” in the 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 segregated

tri-party

accounts at the Fund’s custodian bank.

ProShares UltraShort Gold:

As of June 30, 2019, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and swap agreements linked to the Bloomberg Gold Subindex

. As of June 30, 2018 ProShares Ultra Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2019 and 2018, which were sensitive to commodity price risk.

Table of Contents

Futures Positions as of June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Short

August 2019

1,413.70

100

(12,864,670

)


Swap Agreements as of June 30, 2019
Reference Index	Counterparty		Long or Short		Index Close		Notional Amount at Value
Bloomberg Gold Subindex		Citibank, N.A.		Short	$	164.2928	$	(9,390,533	)
Bloomberg Gold Subindex		Goldman Sachs International		Short		164.2928		(7,443,910	)
Bloomberg Gold Subindex		UBS AG		Short		164.2928		(6,675,900	)

Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Short

August 2018

1,254.50

100

(250,900

)


Forward Agreements as of June 30, 2018
Reference Index	Counterparty		Long or Short		Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold		Citibank N.A		Short	$	1,251.25	$	(17,892,875	)
0.995 Fine Troy Ounce Gold		Goldman Sachs International		Short		1,251.22	$	(15,637,748	)
0.995 Fine Troy Ounce Gold		Societe Generale		Short		1,251.22	$	(6,005,856	)
0.995 Fine Troy Ounce Gold		UBS AG		Short		1,251.19	$	(12,699,579	)

The June 30, 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 June 30, 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 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. 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 Annual Report on Form

10-K/A

tri-party

accounts at the Fund’s custodian bank.

ProShares UltraShort Silver:

As of June 30, 2019, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and swap agreements linked to the Bloomberg Silver Subindex

. As of June 30, 2018 ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2019 and 2018, which were sensitive to commodity price risk.

Table of Contents

Futures Positions as of June 30, 2019

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Short

September 2019

15.34

5,000

(4,602,299

)


Swap Agreements as of June 30, 2019
Reference Index	Counterparty		Long or Short		Index Close		Notional Amount at Value
Bloomberg Silver Subindex		Citibank, N.A.		Short	$	148.0529	$	(8,558,305	)
Bloomberg Silver Subindex		Goldman Sachs International		Short		148.0529		(7,593,488	)
Bloomberg Silver Subindex		UBS AG		Short		148.0529		(7,293,546	)

Futures Positions as of June 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Short

September 2018

16.20

5,000

(161,980

)


Forward Agreements as of June 30, 2018
Reference Index	Counterparty		Long or Short		Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver		Citibank N.A.		Short	$	16.0407	$	(17,532,485	)
0.999 Fine Troy Ounce Silver		Goldman Sachs International		Short		16.0407		(13,658,656	)
0.999 Fine Troy Ounce Silver		Societe Generale		Short		16.0406		(2,502,334	)
0.999 Fine Troy Ounce Silver		UBS AG		Short		16.0407		(12,527,787	)

The June 30, 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 June 30, 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 Instruments

each day

to have $2.00 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 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~~June 30, ~~2017~~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~~June 30, ~~2017~~2019 and ~~2016,~~2018, 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    571,833,200 0.008888    $ 5,082,606
Yen
   UBS AG    Long    10/06/17    2,539,647,800 0.008888    22,573,065
Yen
   Goldman Sachs International    Short    10/06/17    (17,548,070,400 ) 0.008888    (155,971,917 )
Yen
   UBS AG    Short    10/06/17    (18,981,034,100 ) 0.008888    (168,708,480 )
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 )

Table of Contents


Foreign Currency Forward Contracts as of June 30, 2019
Reference Currency	Counterparty		Long or Short		Settlement Date		Local Currency			Forward Rate		Market Value USD
Yen		Goldman Sachs International		Long		07/12/19		322,672,886			0.009313	$	3,005,168
Yen		Goldman Sachs International		Short		07/12/19		(5,474,654,493	)		0.009244		(50,605,080	)
Yen		UBS AG		Short		07/12/19		(5,105,752,383	)		0.009245		(47,200,208	)

Foreign Currency Forward Contracts as of June 30, 2018
Reference Currency	Counterparty		Long or Short		Settlement Date		Local Currency			Forward Rate		Market Value USD
Yen		Goldman Sachs International		Long		07/13/18		194,370,200			0.009037	$	1,756,512
Yen		UBS AG		Long		07/13/18		1,202,284,300			0.009037		10,864,969
Yen		Goldman Sachs International		Short		07/13/18		(9,819,252,600	)		0.009037		(88,735,987	)
Yen		UBS AG		Short		07/13/18		(10,284,615,200	)		0.009037		(92,941,440	)

The ~~September~~June 30, ~~2017~~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 Instruments

each day

to have $2.00 of short exposure to the yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the yen and multiplying by negative ~~two~~two. See “Item 1A. Risk Factors” in the Annual Report on Form~~10-K~~

10-K/A

tri-party

accounts at the Fund’s custodian bank.

~~Commodity Price Sensitivity~~

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which were sensitive to commodity price risk.

ProShares VIX

Mid-Term

Futures ETF

As of ~~September~~June 30, ~~2017~~2019 and ~~2016, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:~~

~~ProShares Ultra Bloomberg Crude Oil:~~

~~As of September 30, 2017 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~~June 30, ~~2017~~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
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 June 30, 2019
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Long		October 2019		428	$	17.08		1,000	$	7,308,100
VIX Futures (CBOE)		Long		November 2019		739		17.08		1,000		12,618,425
VIX Futures (CBOE)		Long		December 2019		739		16.83		1,000		12,433,675
VIX Futures (CBOE)		Long		January 2020		311		17.33		1,000		5,388,075


Futures Positions as of June 30, 2018
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Long		October 2018		224	$	17.08		1,000	$	3,824,800
VIX Futures (CBOE)		Long		November 2018		387		17.08		1,000		6,608,025
VIX Futures (CBOE)		Long		December 2018		387		17.03		1,000		6,588,675
VIX Futures (CBOE)		Long		January 2019		163		17.53		1,000		2,856,575

Table of Contents

The ~~September~~June 30, ~~2017~~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 Instruments

each day

to ~~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~~June 30, ~~2017~~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~~June 30, ~~2017~~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 June 30, 2019
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Long		July 2019		8,727	$	15.53		1,000	$	135,486,675
VIX Futures (CBOE)		Long		August 2019		6,343		16.58		1,000		105,135,225


Futures Positions as of June 30, 2018
Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Long		July 2018		4,084	$	16.03		1,000	$	65,446,100
VIX Futures (CBOE)		Long		August 2018		2,971		16.38		1,000		48,650,125

The ~~September~~June 30, ~~2017~~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 Instruments

each day

to ~~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:~~

Table of Contents

Qualitative Disclosure

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 positionsdescribed 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)Item 7 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 2 in this Quarterly~~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 its

sub-indexes

are based on the price of rolling futures positions, rather than on the cash price for immediate delivery of the corresponding commodity).

Each Fund’s exposure to market risk is further influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading ~~as well as the development of drastic market occurrences~~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, the

two-day

period return for a theoretical

two-times

fund would be equal to a (1.2

*0.8)-1

-4%

period Fund return (rather than simply two times the period return of the benchmark).

Exchange Rate Sensitivity

Table of Contents

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.

(1.1*0.9)-1

-1%

period benchmark return, the

two-day

period return for a theoretical

two-times

fund would be equal to a (1.2

*0.8)-1

-4%

period Fund return (rather than simply two times the period return of the benchmark).

Equity Market Volatility Sensitivity

As further described in “Item 1A. Risk Factors” in the 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),~~On a daily basis, 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 portfolio

re-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.~~day, to the extent there are not offsetting factors. 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

Table of Contents

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rule

13a-15(e)

and

15d-15(e)

under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of 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~~June 30, ~~2017~~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 Form

10-Q,

apply both to the Trust taken as a whole and each Fund, and the Principal Executive Officer and Principal Financial Officer of the Trust are certifying both as to the Trust taken as a whole and each Fund.

Table of Contents

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 captioned In re
ProShares Trust II Securities Litigation
, and requiring that the lead plaintiff file an amended consolidated complaint by June 21, 2019. The Sponsor and the Trust filed a Motion to Dismiss on August 2, 2019. Counsel for the Trust believes the amended consolidated complaint (as with the original complaint) is without merit and that the lawsuit 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 the lawsuit. The Trust and the Sponsor cannot predict the outcome of the lawsuit. 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 the lawsuit.

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~~Not applicable.

Table of ~~all registered Shares and reallocated the remaining amount~~Contents


Title of Securities Registered	Amount Registered As of June 30, 2019		Shares Sold For the Three Months Ended June 30, 2019		Sale Price of Shares Sold For the Three Months Ended June 30, 2019		Shares Sold For the Six Months Ended June 30, 2019		Sale Price of Shares Sold For the Six Months Ended June 30, 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		7,100,000	$	128,741,037		10,400,000	$	185,702,266
ProShares Ultra Bloomberg Natural Gas
Common Units of Beneficial Interest	$	506,239,987		1,550,000	$	23,489,119	��	2,850,000	$	55,303,644
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		350,000	$	12,976,110		400,000	$	14,864,857
ProShares Ultra Silver
Common Units of Beneficial Interest	$	1,202,878,714		900,000	$	20,942,106		1,300,000	$	31,578,388
ProShares Ultra VIX Short-Term Futures ETF
Common Units of Beneficial Interest	$	6,913,084,508		17,050,000	$	585,834,908		32,200,000	$	1,314,412,456
ProShares Ultra Yen
Common Units of Beneficial Interest	$	132,956,903		50,000	$	2,835,708		100,000	$	5,758,562
ProShares UltraPro 3x Crude Oil ETF
Common Units of Beneficial Interest	$	2,029,485,301		1,850,000	$	37,853,982		2,650,000	$	54,155,798
ProShares UltraPro 3x Short Crude Oil ETF
Common Units of Beneficial Interest	$	912,669,350		950,000	$	19,505,574		1,700,000	$	38,162,256
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		4,850,000	$	76,776,773		8,250,000	$	143,253,074

Table of ~~the registered Shares among the Funds listed on its Registration Statement on FormS-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 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
   —      $ —

*	~~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.~~

Contents

Title of Securities Registered

Amount Registered As of
June 30, 2019

Shares Sold For the
Three Months Ended
June 30, 2019

Sale Price of Shares
Sold For the Three
Months Ended June
30, 2019

Shares Sold For the
Six Months Ended
June 30, 2019

Sale Price of Shares Sold
For the Six Months
Ended June 30, 2019

ProShares UltraShort Bloomberg Natural Gas

Common Units of Beneficial Interest
$
665,645,139

250,000
$
6,919,017

500,000
$
11,032,627

ProShares UltraShort Euro

Common Units of Beneficial Interest
$
1,863,573,310

100,000
$
2,529,264

350,000
$
8,834,696

ProShares UltraShort Gold

Common Units of Beneficial Interest
$
197,613,808

300,000
$
21,408,838

400,000
$
28,645,711

ProShares UltraShort Silver

Common Units of Beneficial Interest
$
887,571,447

250,000
$
10,504,977

550,000
$
21,734,371

ProShares UltraShort Yen

Common Units of Beneficial Interest
$
906,315,192

50,000
$
3,859,717

450,000
$
34,403,213

ProShares VIX
Mid-Term
Futures ETF

Common Units of Beneficial Interest
$
472,484,450

275,000
$
5,983,730

775,000
$
17,352,765

ProShares VIX Short-Term Futures ETF

Common Units of Beneficial Interest
$
1,721,389,887

5,900,000
$
129,284,145

12,125,000
$
303,419,296

Total Trust:

41,775,000
$
1,089,445,005

75,650,000
$
2,297,433,693

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Table of Contents

Item 6. Exhibits.


~~Exhibit No.~~
Exhibit No.		Description of Document
~~31.1~~
	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~~
	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~~
	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~~
	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~~
	101.INS	XBRL Instance Document ~~(1)~~- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

~~101.SCH~~
	101.SCH	XBRL Taxonomy Extension Schema (1)

~~101.CAL~~
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase (1)

~~101.DEF~~
	101.DEF	XBRL Taxonomy Extension Definition Linkbase (1)

~~101.LAB~~
	101.LAB	XBRL Taxonomy Extension Label Linkbase (1)

~~101.PRE~~
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase (1)

	(1)	Filed herewith.

~~(1)~~

~~Filed herewith.~~

~~SIGNATURES~~

226

Table of Contents

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

/s/ Todd Johnson

By: Todd Johnson

Principal Executive Officer

Date: ~~November~~August 9, ~~2017~~2019

/s/ Edward Karpowicz

By: Edward Karpowicz

Principal Financial and Accounting Officer

Date: ~~November~~August 9, ~~2017~~2019

~~237~~


	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


	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	)


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