This report is intended for general information and should not be used to solicit prospective investors. For more complete information please review the prospectus.

The performance quoted represents past performance and does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor's shares, when sold or redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than the performance quoted. For standardized returns and performance data current to the most recent month end, see Performance.

Shares of these funds are bought and sold at market price (not NAV) and are not individually redeemed from the fund. Brokerage commissions will reduce returns.

Investing involves risk, including the possible loss of principal. ProShares are non-diversified and each entails certain risks, which may include risk associated with the use of derivatives (swap agreements, futures contracts and similar instruments), imperfect benchmark correlation, leverage and market price variance, all of which can increase volatility and decrease performance. Short ProShares should lose money when their benchmarks or indexes rise. Please see their summary and full prospectuses for a more complete description of risks.

There is no guarantee any ProShares ETF will achieve its investment objective.

Carefully consider the investment objectives, risks, charges and expenses of ProShares before investing. This and other information can be found in their summary and full prospectuses. Read them carefully before investing. Separate ProShares Trust II prospectuses are available for Volatility, Currency and Commodity funds.

"QQQ^®" and "NASDAQ-100^®" are trademarks of The NASDAQ OMX Group, Inc. "Standard & Poor's,^®" "S&P,^®" "S&P 500,^®" "S&P MidCap 400,^®" "S&P SmallCap 600,^®" "Standard & Poor's 500,^®" "S&P 500^® VIX^® Short-Term Futures Index^TM", "S&P 500^® VIX^® Mid-Term Futures Index^TM" and "S&P Merger Arbitrage" are trademarks of Standard & Poor's Financial Services LLC ("S&P"). "Dow Jones Index," "DJ," "Dow Jones Industrial Average,^SM" "The Dow 30,^SM" "Dow Jones U.S. Sector Indexes," "Dow Jones Select Sector Indexes," "Dow Jones-UBS Commodity Indexes,^SM" and the names identifying each of the individual "Dow Jones-UBS Subindexes^SM", "Dow Jones Credit Suisse 30-Year Inflation Breakeven Index" and "Dow Jones Credit Suisse 10-Year Inflation Breakeven Index" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones"), UBS Securities, LLC, UBS AG ("UBS AG") and Credit Suisse Securities (USA) LLC, as the case may be. The "Russell 3000^® Index," "Russell 2000^® Index," "Russell 2000^® Growth Index," "Russell 2000^® Value Index," "Russell 1000^® Growth Index," "Russell 1000^® Value Index," "Russell Midcap^® Growth Index," "Russell Midcap^® Value Index" and "Russell^®" are trademarks of Russell Investment Group. "KBW Regional Banking Index^SM" is a service mark of Keefe, Bruyette and Woods, Inc. "MSCI," "MSCI Inc.," "MSCI Index" and "EAFE" are service marks of MSCI. "Barclays" and "Barclays Inc." are trademarks of Barclays Inc. "iBoxx^®" is a registered trademark of Markit Indices Limited. "Credit Suisse" and "Credit Suisse 130/30 Large Cap Index^TM" are trademarks of Credit Suisse Securities (USA) LLC or one of its affiliates. "Research Affiliates Fundamental Index^®" and "RAFI^®" are trademarks of Research Affiliates, LLC. "Merrill Lynch Factor Model^® – Exchange Series," "Merrill Lynch Factor Model,^®" and "Merrill Lynch International^TM" are intellectual property of Merrill Lynch, Pierce, Fenner & Smith Incorporated^TM or its affiliates ("BofAML"). "BNP Paribas^®" and "BNP Paribas Diversified USD Covered Bond Index^TM" are trademarks of BNP Paribas or its affiliates. Please see additional disclosures regarding BNP Paribas in the prospectus. "CITI" is a trademark and service mark of Citigroup Inc. or its affiliates, and is used and registered throughout the world. All have been licensed for use by ProShares. "VIX^®" is a trademark of the Chicago Board Options Exchange, Incorporated ("CBOE") and CBOE has agreed that S&P may use the "VIX^®" trademark in the names of the Indexes as licensed to ProShares. "Dow Jones Indexes" is the marketing name and a licensed trademark of CME Group Index Services LLC ("CME Indexes"). "Dow Jones Indexes" is a service mark of Dow Jones Trademark Holdings, LLC ("Dow Jones") and has been licensed to CME Indexes. "FTSE^®" is a trademark of the London Stock Exchange Plc and The Financial Times Limited and is used by FTSE International Limited ("FTSE") under license. LPX^® Direct Listed Private Equity Index” and "LPX^®" are registered trademarks of LPX GmbH. ProShares have not been passed on by these entities or their subsidiaries or affiliates as to their legality or suitability. ProShares are not sponsored, endorsed or promoted by these entities or their subsidiaries or affiliates, and they make no representation regarding the advisability of investing in ProShares. THESE ENTITIES AND THEIR SUBSIDIARIES AND AFFILIATES MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO PROSHARES.

The performance quoted represents past performance and does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor's shares, when sold or redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than the performance quoted. For standardized returns and performance data current to the most recent month end, see Performance.

Shares of these funds are bought and sold at market price (not NAV) and are not individually redeemed from the fund. Brokerage commissions will reduce returns.

Investing involves risk, including the possible loss of principal. ProShares are non-diversified and each entails certain risks, which may include risk associated with the use of derivatives (swap agreements, futures contracts and similar instruments), imperfect benchmark correlation, leverage and market price variance, all of which can increase volatility and decrease performance. Short ProShares should lose money when their benchmarks or indexes rise. Please see their summary and full prospectuses for a more complete description of risks.

There is no guarantee any ProShares ETF will achieve its investment objective.

Carefully consider the investment objectives, risks, charges and expenses of ProShares before investing. This and other information can be found in their summary and full prospectuses. Read them carefully before investing. Separate ProShares Trust II prospectuses are available for Volatility, Currency and Commodity funds.

Registered Investment Companies are required by the IRS to distribute substantially all of their income and capital gains to shareholders at least annually. For specific tax advice, we recommend you seek advice from a qualified tax professional.

The performance quoted represents past performance and does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor's shares, when sold or redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than the performance quoted. For standardized returns and performance data current to the most recent month end, see Performance.

There is no guarantee that distributions will not be made in the future. There is no guarantee that dividends or interest income will be paid.

Carefully consider the investment objectives, risks, charges and expenses of ProShares before investing. This and other information can be found in their summary and full prospectuses. Read them carefully before investing. Separate ProShares Trust II prospectuses are available for Volatility, Currency and Commodity funds.

^* Before fees and expenses.

^‡ This fund is not an investment company regulated under the Investment Company Act of 1940 and is not afforded its protections. This fund generates a K-1 tax form. Investing in this ETF involves substantial risk, including loss of principal. This ETF may not be suitable for all investors.

^* Before fees and expenses.

^†Since inception returns are cumulative for funds less than one year old, otherwise, returns are annualized. Market returns are based on the composite closing price and do not represent the returns you would receive if you traded shares at other times. The listing date is typically one or more days after the fund inception date. Therefore, NAV is used to calculate market returns prior to the listing date.

^‡ This fund is not an investment company regulated under the Investment Company Act of 1940 and is not afforded its protections. This fund generates a K-1 tax form. Investing in this ETF involves substantial risk, including loss of principal. This ETF may not be suitable for all investors.

¹ Expenses with Contractual Waiver for 10/1/12 to 9/30/13. ProShares Large Cap Core Plus Contractual Waiver is from 2/7/13 to 9/30/14. ProShares Merger ETF and ProShares Global Listed Private Equity ETF Contractual Waivers are from inception to 9/30/14.

² Expense ratio does not include brokerage commissions and related fees paid by the fund.

³ Futures brokerage commissions are currently paid by the sponsor.

⁴ May incur significant acquired fund fees and expenses from underlying investments. These fees and expenses are not directly borne by the fund and not covered by the Contractual Waiver. Read the prospectus for more information.

^‡ This fund is not an investment company regulated under the Investment Company Act of 1940 and is not afforded its protections. This fund generates a K-1 tax form. Investing in this ETF involves substantial risk, including loss of principal. This ETF may not be suitable for all investors.

^‡ This fund is not an investment company regulated under the Investment Company Act of 1940 and is not afforded its protections. This fund generates a K-1 tax form. Investing in this ETF involves substantial risk, including loss of principal. This ETF may not be suitable for all investors.

For XBRL filings, see the XBRL Files and Fund Reports.

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