Fund Description: ProShares UltraPro S&P 500 is an exchange-traded index fund or Index ETF which is a separate investment portfolio of the ProShares Trust, an investment management company. INVESTMENT OBJECTIVE: ProShares UltraPro S&P 500 seeks daily investment results, before fees and expenses, that correspond to triple (300%) the daily performance of the S&P 500 Index. This means that the return of the 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 from triple (300%) the return of the S&P 500 Index. The Fund is different from most exchange-traded funds in that it seeks leveraged returns and only on a daily basis. The Fund should be used only by knowledgeable investors who understand the potential consequences of seeking daily leveraged investment results and should actively monitor their investments as frequently as daily. INDEX DESCRIPTION: The S&P 500 Index 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 by the S&P U.S. Index Committee through a non-mechanical process that factors criteria such as liquidity, price, market capitalization and financial viability. The Index is published under the Bloomberg ticker symbol SPX. FUND STRATEGY: The Fund invests in equity securities and derivatives that ProShare Advisors believes, in combination, should have similar daily performance characteristics as triple (300%) the daily return of the Index. Assets of the Fund not invested in equity securities or derivatives will typically be held in money market instruments. In seeking to achieve each Fund’s investment objective, a mathematical approach to investing is used which determines the type, quantity and mix of investment positions that a Fund should hold to approximate the performance of the Index. A sampling process involves selecting a representative sample of securities in an index principally to enhance liquidity and reduce transaction costs while seeking to maintain high correlation with, and similar aggregate characteristics to, the Index. At the close of the markets each trading day, the Fund will seek to position its portfolio so that the Fund’s exposure to the Index is consistent with the Fund’s investment objective. The impact of the Index’s movements during the day will determine whether the Fund’s portfolio needs to be re-positioned. FUND MANAGEMENT: ProShare Advisors serves as the investment advisor and provides investment advice and management services to the Fund.