Important Information About the Fund
ProShares Ultra MSCI Mexico Capped IMI (the Fund) seeks investment results
for a single day only
, not for longer periods. A single day is measured from the time the Fund calculates its net asset value (NAV) to the time of the Funds next NAV calculation. The return of the Fund for
periods longer than a single day will be the result of each days returns compounded over the period, which will very likely differ from two times (2x) the return of the MSCI Mexico IMI 25/50 Index
®
(the Index) for that period.
For periods longer than a single day, the Fund will lose money
when the level of the Index is flat over time, and it is possible that the Fund will lose money over time even if the level of the Index rises.
Longer holding periods, higher index volatility and
greater leverage each exacerbate the impact of compounding on a funds returns. During periods of higher index volatility, the volatility of the Index may affect the Funds return as much as or more than the return of the Index.
Because of differences in trading hours between U.S. and foreign markets and because the level of the Index may be determined using prices obtained at
times other than the Funds NAV calculation time, correlation to the Index will generally be measured by comparing the daily change in the Funds NAV per share to the performance of one or more U.S. exchange-traded securities or financial
instruments that reflect the values of the securities underlying the Index as of the Funds NAV calculation time. Due to the above, the percentage change of the Funds NAV per share each day may differ, perhaps significantly, from two
times (2x) the percentage change of the Index on such day.
The Fund is different from
most exchange-traded funds in that it seeks leveraged returns relative to the Index 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 investments.
Investment Objective
The Fund seeks
daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index.
The Fund does not seek to achieve its stated investment
objective over a period of time greater than a single day.
Fees and Expenses of the Fund
The table below describes the fees and expenses that you may pay if you buy or hold shares of the Fund.
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Annual Fund Operating Expenses
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(expenses that you pay each year as a percentage of the value of your investment)
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Investment Advisory Fees
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0.75%
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Other Expenses
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6.93%
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Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements
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7.68%
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Fee Waiver/Reimbursement*
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-6.73%
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Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements
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0.95%
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*
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ProShare Advisors LLC (ProShare Advisors) has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the
extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2013. After such date, the expense limitation may be terminated or
revised. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five years of the end of that contractual period to the extent that recoupment will not cause the Funds expenses to exceed any
expense limitation in place at that time.
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Example:
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.
The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The example also assumes that your investment has a 5% return
each year and that the Funds operating expenses remain the same, except that the fee waiver/expense reimbursement is assumed only to pertain to the first year. Although your actual cost may be higher or lower, based on these assumptions your
approximate costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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$97
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$1,653
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$3,126
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$6,478
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The Fund pays transaction and financing costs associated with transacting in securities and derivatives. In addition, investors may
pay brokerage commissions on their purchases and sales of the Funds shares. These costs are not reflected in the example or the table above.
Portfolio Turnover
The Fund pays transaction costs, such as
commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when the Funds shares are held in a taxable account.
These costs, which are not reflected in Annual Fund Operating Expenses or in the example above, affect the Funds performance. During the most recent fiscal year, the Funds annual portfolio turnover rate was 0% of the average value of its
entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Funds portfolio turnover rate would be significantly higher.
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ProShares.com
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Ultra International ProShares
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Ultra MSCI Mexico Capped IMI
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3
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Principal Investment Strategies
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 Index is a
free float-adjusted, market capitalization-weighted index that is designed to measure the equity market performance of the Mexican market by capturing 99% of the (publicly available) total market capitalization. Component companies must meet
objective criteria for inclusion in the MSCI Mexico Investable Market Index
®
, taking into consideration unavailable
strategic shareholdings and limitations to foreign ownership. The Index is different from the MSCI Mexico Investable Market
Index
®
, as it is designed to limit exposure to large holdings to levels that comply with Internal Revenue Code
diversification tests for regulated investment companies. Specifically, a capping methodology is applied that limits the weight of any single component to a maximum of 25% of the Index. Additionally, the sum of the components that individually
constitute more than 5% of the weight of the Index cannot exceed a maximum of 50% of the Index in the aggregate. As of June 30, 2012, the Index included companies with capitalizations between approximately $72.7 million and $51.0 billion. The
average capitalization of the companies comprising the Index was approximately $4.5 billion. The Index is published under the Bloomberg ticker symbol MXMX5IM.
The types of securities and derivatives that the Fund will principally invest in are set forth below. Cash balances arising from the use of derivatives will typically be held in money
market instruments.
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Equity Securities
The Fund invests in common
stock issued by public companies.
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Derivatives
The Fund invests in derivatives,
which are financial instruments whose value is derived from the value of an underlying asset (including ETFs), interest rate or index. The Fund invests in derivatives as a substitute for investing directly in stocks in order to gain leveraged
exposure to the Index. These derivatives principally include:
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¡
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Swap Agreements
Contracts entered into primarily
with major global financial institutions for a specified period ranging from a day to more than one year. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized
on particular predetermined investments or instruments. The gross return to be exchanged or swapped between the parties is calculated with respect to a notional amount, e.g., the return on or change in value of a particular
dollar amount invested in a basket of securities representing a particular index.
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Money Market Instruments
The Fund invests in
short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, including:
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¡
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U.S. Treasury Bills
U.S. government securities
that have initial maturities of one year or less, and are supported by the full faith and credit of the United States.
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¡
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Repurchase Agreements
Contracts in which a
seller of securities, usually U.S. government securities or other money market instruments, agrees to buy them back at a specified time and price. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash
positions.
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Depositary Receipts
The Fund may invest in
depositary receipts, which principally include:
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American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company.
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Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world.
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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 two times (2x) the Index. The Fund may gain exposure to only a representative sample of the securities in the Index, which exposure is
intended to have aggregate characteristics similar to those of the Index, and may invest in securities or financial instruments not contained in the Index. ProShare Advisors does not invest the assets of the Fund in securities or derivatives based
on ProShare Advisors view of the investment merit of a particular security, instrument, or company, other than for cash management purposes, nor does it conduct conventional research or analysis (other than in determining counterparty
creditworthiness), or forecast market movement or trends, in managing the assets of the Fund. The Fund seeks to remain fully invested at all times in securities and/or derivatives that, in combination, provide leveraged exposure to the Index without
regard to market conditions, trends or direction. The Fund seeks investment results for a single day only as calculated from NAV to NAV, not for longer periods.
At the close of the markets each trading day, the Fund will seek to position its portfolio so that its exposure to the Index is consistent with the Funds investment objective. The Indexs movements
during the day will affect whether the Funds portfolio needs to be repositioned. For example, if the Index has risen on a given day, net assets of the Fund should rise. As a result, the Funds exposure will need to be increased.
Conversely, if the Index has fallen on a given day, net assets of the Fund should fall. As a result, the Funds exposure will need to be decreased.
Because of daily rebalancing and the compounding of each days return over time, the return of the
Fund for periods longer than a single day will be the result of each days returns compounded over the period, which will very likely differ from two times (2x) the return of the Index over the same period. The Fund will lose money when
the level of the Index is flat over time, and it is possible that the Fund will lose money over time
even if the level of the
Index rises, as a result of daily rebalanc
ing, the Indexs volatility and the effects of compounding. See Principal
Risks, below.
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4
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:
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Ultra MSCI Mexico Capped IMI
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Ultra International ProShares
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ProShares.com
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The Fund will concentrate its investments in a particular industry or group of industries to approximately the same
extent as the Index is so concentrated. As of the close of business on June 30, 2012, the Index was concentrated in the consumer staples and telecommunications industry groups, which comprised approximately 28% and 22%, respectively, of the
market capitalization of the Index.
Please see Investment Objectives, Principal Investment Strategies and Related Risks in the Funds
full Prospectus for additional details.
Principal Risks
You could lose money by investing in the Fund.
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Risk Associated with the Use of Derivatives
The
Fund uses investment techniques, such as investing in derivatives, that may be considered aggressive. Investing in derivatives may expose the Fund to greater risks than investing directly in the reference asset(s) underlying those derivatives, such
as counterparty risk, liquidity risk and increased correlation risk (each as discussed below). When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) and the derivative, which may prevent the
Fund from achieving its investment objective. Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Funds net assets, the terms of a swap agreement between the
Fund and its counterparty may permit the counterparty to immediately close out the transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve the desired exposure
consistent with the Funds investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. Any financing, borrowing and
other costs associated with using derivatives may also have the effect of lowering the Funds return.
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Leverage Risk
The Fund obtains investment
exposure in excess of its assets in seeking to achieve its investment objectivea form of leverageand will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The
use of such leverage could result in the total loss of an investors investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day
could result in the total loss of a shareholders investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier
movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times.
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Compounding Risk
As a result of compounding and
because the Fund has a single day investment objective, the Funds performance for periods greater than a single day is likely to be either greater than or less than the Index performance times the stated multiple in the Fund objective, before
accounting for
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fees and fund expenses. Compounding affects all investments, but has a more significant impact on a leveraged fund. Particularly during periods of higher Index volatility, compounding will cause
results for periods longer than a single day to vary from two times (2x) the return of the Index. This effect becomes more pronounced as volatility increases. Fund performance for periods greater than a single day can be estimated given any set
of assumptions for the following factors: a) Index performance; b) Index volatility; c) period of time; d) financing rates associated with leveraged exposure; e) other Fund expenses; and f) dividends or interest paid with respect to securities in
the Index. The chart below illustrates the impact of two principal factors Index volatility and Index performanceon Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index
performance over a one-year period. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure)
of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Funds performance would be lower than shown.
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Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.
For
periods longer than a single day
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the Fund will lose money when the level of the Index is flat and can even lose money when the level of
the Index rises.
Estimated Fund Returns
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Index
Performance
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One Year Volatility Rate
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One
Year
Index
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Two
times
(2x) the
One
Year
Index
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10%
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25%
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50%
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75%
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100%
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-60%
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-120%
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-84.2%
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-85.0%
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-87.5%
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-90.9%
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-94.1%
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-50%
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-100%
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-75.2%
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-76.5%
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-80.5%
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-85.8%
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-90.8%
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-40%
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-80%
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-64.4%
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-66.2%
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-72.0%
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-79.5%
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-86.8%
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-30%
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-60%
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-51.5%
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-54.0%
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-61.8%
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-72.1%
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-82.0%
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-20%
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-40%
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-36.6%
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-39.9%
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-50.2%
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-63.5%
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-76.5%
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-10%
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-20%
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-19.8%
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-23.9%
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-36.9%
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-53.8%
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-70.2%
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0%
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0%
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-1.0%
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-6.1%
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-22.1%
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-43.0%
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-63.2%
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10%
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20%
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19.8%
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13.7%
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-5.8%
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-31.1%
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-55.5%
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20%
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40%
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42.6%
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35.3%
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12.1%
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-18.0%
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-47.0%
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30%
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60%
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67.3%
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58.8%
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31.6%
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-3.7%
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-37.8%
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40%
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80%
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94.0%
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84.1%
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52.6%
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11.7%
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-27.9%
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50%
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100%
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122.8%
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111.4%
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75.2%
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28.2%
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-17.2%
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60%
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120%
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153.5%
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140.5%
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99.4%
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45.9%
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-5.8%
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The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of
the Fund. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%,
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ProShares.com
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Ultra International ProShares
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Ultra MSCI Mexico Capped IMI
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5
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absent the effects of compounding. However, as the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Funds actual returns may
be significantly greater or less than the returns shown above as a result of any of the factors discussed above or in Principal RisksCorrelation Risk below.
The Indexs annualized historical volatility rate for the five-year period ended June 30, 2012 was 32.21%. The Indexs highest June to June volatility rate during the five-year period was 53.23%
(June 30, 2009). The Indexs annualized performance for the five-year period ended June 30, 2012 was 1.12%.
Historical Index
volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of an underlying Index may differ from the
volatility of the Index.
For additional graphs and charts demonstrating the
effects of Index volatility and Index performance on the long-term performance of the Fund, see Principal Risks of Geared Funds and the Impact of Compounding in the Funds full Prospectus and Special Note Regarding the
Correlation Risks of Geared Funds in the Funds Statement of Additional Information.
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Consumer Goods Industry Risk
The Fund is subject
to risks faced by companies in the consumer goods economic sector to the same extent as the Index is so concentrated, including: governmental regulation affecting the permissibility of using various food additives and production methods could affect
profitability; new laws or litigation that may adversely affect tobacco companies; fads, marketing campaigns and other factors affecting supply and demand that may strongly affect securities prices and profitability of food, soft drink and fashion
related products; and international events that may affect food and beverage companies that derive a substantial portion of their net income from foreign countries. Further, such stocks in the Index may underperform fixed income investments and
stock market indexes that track other markets, segments and sectors.
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Correlation Risk
A number of factors may affect
the Funds ability to achieve a high degree of correlation with the Index, and there can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from
achieving its investment objective.
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In order to achieve a high degree of correlation with the Index, the Fund
seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially over- or under-exposed to the Index may prevent the Fund from achieving a high degree of correlation with the Index. Market
disruptions or closure, regulatory restrictions or extreme market volatility will adversely affect the Funds ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Indexs
movements. Because of this, it is unlikely that the Fund will have perfect exposure (i.e., 2x) to the Index at the end of each day and the likelihood of being materially over- or
under-
exposed is higher on days when the Index level is volatile near the close of the trading day.
A number of other factors may also adversely affect the Funds correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items,
valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all securities in the Index, or its
weighting of investment exposure to such securities may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the Index. The Fund may also be subject to large movements of assets
into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to the Index. Activities surrounding Index reconstitutions or other Index rebalancing events may hinder the Funds ability to meet its daily investment
objective on or around that day.
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Counterparty Risk
The Fund will be subject to
credit risk (i.e., the risk that a counterparty is unwilling or unable to make timely payments to meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered
into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, the value of your investment in the Fund may decline.
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Early Close/Late Close/Trading Halt Risk
An
exchange or market may close early, close late or issue trading halts on specific securities, or the ability to buy or sell certain securities or derivatives may be restricted, which may result in the Fund being unable to buy or sell certain
securities or derivatives. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
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Equity and Market Risk
The equity markets are
volatile, and the value of securities, swaps, futures, options contracts and other instruments correlated with the equity markets may fluctuate dramatically from day-to-day. Equity markets are subject to political, regulatory, market and economic
developments, as well as developments that impact specific economic sectors, industries or segments of the market. Volatility in the markets and/or market developments may cause the value of an investment in the Fund to decrease.
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Exposure to Foreign Currency Risk
Investments
denominated in foreign currencies are exposed to risk factors in addition to investments denominated in U.S. dollars. The value of an investment denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken
relative to the U.S. dollar. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or
inaccurate. A U.S. dollar investment in Depositary Receipts or ordinary shares of foreign issuers traded on U.S. exchanges is subject to foreign currency risk.
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6
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:
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Ultra MSCI Mexico Capped IMI
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Ultra International ProShares
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:
ProShares.com
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Exposure to Foreign Investments Risk
Exposure to
securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Indexs performance, such as: i) fluctuations in the value of the applicable foreign currency; ii)
differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S.
investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other
foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency
of a foreign investment; and xi) less certain legal systems in which the Fund might encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors
than might be the case with U.S. securities.
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Geographic Concentration Risk
Because the Fund
focuses its investments only in Mexico, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in Mexico and subject to the related risks.
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Intraday Price Performance Risk
The Fund is
rebalanced at or about the time of its NAV calculation. As such, the intraday position of the Fund will generally be different from the Funds stated investment objective of corresponding to two times (2x) the Index. When shares are bought
intraday, the performance of the Funds shares relative to the Index until the Funds next NAV calculation time will generally be greater than or less than the Funds stated multiple.
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Liquidity Risk
In certain circumstances, such as
the disruption of the orderly markets for the securities or derivatives in which the Fund invests, the Fund might not be able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProShare
Advisors. Markets for the securities or derivatives in which the Fund invests may be disrupted by a number of events, including but not limited to economic crises, natural disasters, new legislation, or regulatory changes inside or outside of the
U.S. For example, regulation limiting the ability of certain financial institutions to invest in certain securities would likely reduce the liquidity of those securities. Such situations may prevent the Fund from limiting losses, realizing
gains or achieving a high correlation with the Index.
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Market Price Variance Risk
The Funds
shares are listed for trading on the NYSE Arca and can be bought and sold in the secondary market at market prices. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares. ProShare Advisors cannot
predict whether shares will trade above, below or at their NAV. Given
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the fact that shares can be created and redeemed in Creation Units, as defined below, ProShare Advisors believes that large discounts or premiums to the NAV of shares should not be sustained. The
Funds investment results are measured based upon the daily NAV of the Fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent with those experienced by investors creating and
redeeming directly with the Fund.
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Non-Diversification Risk
The Fund is classified
as non-diversified under the Investment Company Act of 1940, and has the ability to invest a relatively high percentage of its assets in the securities of a small number of issuers susceptible to a single economic, political or
regulatory event, or in derivative instruments with a single counterparty if ProShare Advisors determines that doing so is the most efficient means of meeting the Funds investment objective. This makes the performance of the Fund more
susceptible to adverse impact to an issuer or counterparty than a diversified fund might be. This risk may be particularly acute when the Index is comprised of a small number of securities.
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Portfolio Turnover Risk
Daily rebalancing of
Fund holdings, which is required to keep leverage consistent with a single day investment objective, will cause a higher level of portfolio transactions than compared to most exchange-traded funds. Additionally, active market trading of the
Funds shares may cause more frequent creation or redemption activities that could, in certain circumstances, increase the number of portfolio transactions. High levels of transactions increase brokerage costs and may result in increased
taxable capital gains.
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Telecommunications Industry Risk
The Fund is
subject to risks faced by companies in the telecommunications economic sector to the same extent as the Index is so concentrated, including: a telecommunications market characterized by increasing competition and regulation by the Federal
Communications Commission and various state regulatory authorities; the need to commit substantial capital to meet increasing competition, particularly in formulating new products and services using new technology; and technological innovations that
may make various products and services obsolete. Further, such stocks in the Index may underperform fixed income investments and stock market indexes that track other markets, segments and sectors.
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Valuation Risk
In certain circumstances,
portfolio securities may be valued using techniques other than market quotations. The value established for a portfolio security may be different from what would be produced through the use of another methodology or if it had been priced using
market quotations. Portfolio securities that are valued using techniques other than market quotations, including fair valued securities, may be subject to greater fluctuation in their value from one day to the next than would be the case
if market quotations were used. In addition, there is no assurance that a Fund could sell a portfolio security for the value established for it at any time, and it is possible that a Fund would incur a loss because a portfolio security is sold at a
discount to its established value.
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ProShares.com
:
:
Ultra International ProShares
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Ultra MSCI Mexico Capped IMI
:
:
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7
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Valuation Time Risk
The Fund typically values
its portfolio at 4:00 p.m. (Eastern Time). In certain cases, foreign securities markets close before such time or may not be open for business on the same calendar days as the Fund.
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Moreover, the shares of the Fund trade on the NYSE Arca from 9:30 a.m. to 4:00 p.m. (Eastern Time). The derivatives (and/or reference assets on
which the derivatives are based) held by the Fund, however, may have different fixing or settlement times. Consequently, liquidity in the derivatives (and/or their reference assets) may be reduced after such fixing or settlement time. Accordingly,
during the time when the NYSE Arca is open but after the applicable fixing or settlement time, trading spreads and the resulting premium or discount on the Fund shares may widen, and, therefore, increase the difference between the market price of
the Fund shares and the NAV of such shares.
As a result, the daily performance of the Fund may vary, perhaps significantly, from the
daily performance, or multiple thereof, of the Index.
Please see Investment Objectives, Principal Investment Strategies and Related Risks in
the Funds full Prospectus for additional details.
Investment Results
The bar chart below shows the Funds investment results during its first full calendar year of operations, and the table shows how the Funds average annual total returns for various periods compare with
a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. Past results (before and after taxes) are not predictive of future results. Updated information on the Funds results can be
obtained by visiting ProShares.com.
Annual Returns as of December 31
Best Quarter (ended 12/31/2011): 18.27%
Worst Quarter (ended 9/30/2011): -41.56%
The year-to-date return as of the most recent quarter,
which ended June 30, 2012, was 29.68%.
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Average Annual Total Returns
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As of December 31, 2011
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One
Year
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Since
Inception
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Inception
Date
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Before Taxes
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-29.98%
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-1.76%
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4/27/2010
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After Taxes on Distributions
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-29.98%
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-1.76%
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After Taxes on Distributions and Sale of Shares
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-19.49%
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-1.50%
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MSCI Mexico IMI 25/50 Index
®
#
*
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-14.13%
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0.72%
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MSCI Mexico Investable Market Index
®
#
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-13.25%
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1.47%
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#
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Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by companies in the index. Since inception returns are
calculated from the date the Fund commenced operations, not the date of inception of the index.
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*
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As of February 11, 2013, the Fund changed its benchmark from the MSCI Mexico Investable Market Index
®
to the MSCI Mexico IMI 25/50 Index
®
(the Index). The Index is similar to the MSCI Mexico
Investable Market Index
®
but is designed to limit exposure to large holdings to levels that comply with Internal Revenue Code diversification tests for regulated
investment companies.
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Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are
calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown.
After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale
of shares.
Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer
periods of time. The Fund may not be suitable for all investors and should only be used by knowledgeable investors who understand the potential consequences of seeking daily leveraged results (i.e., 2x). Shareholders should actively monitor their
investments.
Management
The Fund
is advised by ProShare Advisors. Alexander Ilyasov, Portfolio Manager, has managed the Fund since April 2010.
Purchase and Sale of Fund Shares
The Fund will issue and redeem shares only to Authorized Participants (typically broker-dealers) in exchange for the deposit or delivery of a basket of
assets (securities and/or cash) in large blocks, known as Creation Units, each of which is comprised of 50,000 shares. Retail investors may only purchase and sell shares on a national securities exchange through a broker-dealer. Because the
Funds shares trade at market prices rather than at NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount).
Tax Information
Income and capital gain distributions you receive
from the Fund generally are subject to federal income taxes and may also be subject to state and local taxes. Distributions for this Fund may be significantly higher than those of most exchange-traded funds.
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Investment Company Act file number 811-21114
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ProShares Trust
7501 Wisconsin Avenue, Suite 1000E, Bethesda, MD 20814
866.PRO.5125
866.776.5125
ProShares.com
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© 2012 ProShare Advisors LLC. All rights reserved.
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UMX-OCT12RV2
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