Fund Description: The ProShares Ultra S&P500 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 Ultra S&P500 ETF seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P 500. The Fund is different from most exchange-traded funds in that it seeks leveraged returns and only on a daily basis. The Fund also is riskier than similarly benchmarked exchange-traded funds that do not use leverage. Accordingly, 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 leveraged investment results. Shareholders should actively monitor their ProShare portfolios as frequently as daily. INDEX DESCRIPTION: The S&P500 is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted Index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. FUND STRATEGY: The The Fund invests in securities and derivatives that ProShare Advisors believes, in combination, should have similar daily return characteristics as two times (2x) the daily return of the Index. The securities and derivatives that the Fund will principally invest in are equity securities, derivatives, swap agreements, futures contracts, money market instruments, U.S. Treasury Bills and repurchase agreements. ProShare Advisors uses a mathematical approach to investing that determines the type, quantity and mix of investment positions that the Fund should hold to approximate the Index. The Fund may invest in or gain 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 a multiple of the Index. The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged 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 LLC serves as the investment advisor to the Fund.