Fund Description: ProShares Decline of the Retail Store ETF is an exchange-traded index fund or Index ETF which is a separate investment portfolio of the ProShares Trust, an open-end investment management company. INVESTMENT OBJECTIVE: The ProShares Decline of the Retail Store ETF seeks capital appreciation from the decline of bricks and mortar retailers through short exposure (-1x) to the Solactive-ProShares Bricks and Mortar Retail Store Index. The Fund is different from most exchange-traded funds in that it seeks returns inverse to its index and only on a daily basis. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the potential consequences of seeking daily inverse investment results. Shareholders should actively manage and monitor their investments, as frequently as daily. INDEX DESCRIPTION: The Solactive-ProShares Bricks and Mortar Retail Store Index seeks to measure the performance of publicly traded bricks and mortar retail companies whose retail revenue is derived principally from in-store sales. The Advisor believes that short exposure to the Index is attractive because bricks and mortar stores face threats from ongoing trends, such as the growth of online shopping and markets oversaturated with stores. The Fund is designed to benefit each day the Index declines in value. Companies must derive at least 75% of their retail revenues from in-store sales to be included in the Index. The Index includes only U.S. companies. The Index is rebalanced monthly to equal weight and reconstituted in June of each year. ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that the Fund should hold to approximate, on a daily basis, the performance of the inverse (-1x) of the Index. FUND STRATEGY: The Fund invests in financial and money market instruments that the Advisor believes, in combination, should have similar daily return characteristics as the inverse (-1x) of the daily return of the Index. The Fund will invest principally in the financial instruments such as; Derivatives, Swap Agreements, Money Market Instruments, U.S. Treasury Bills and Repurchase Agreements. The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the Index. The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the Index without regard to market conditions, trends or direction. At the close of the U.S. securities markets on each trading day, the Fund will seek to position its portfolio so that its exposure to the Index is consistent with the Fund’s investment objective. The Index’s movements during the day will affect whether the Fund’s portfolio needs to be repositioned. FUND MANAGEMENT: ProShare Advisors serves serves as the investment adviser to the Fund.