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PROSHARES TRUST II Title of Securities to be Registered Common Units of Beneficial Interest Benchmark Proposed Maximum Aggregate Offering Price



ProShares Trust II (the “Trust”) is a Delaware statutory trust organized into separate series (each a “Fund” and collectively, the “Funds”). The Trust may from time to time offer to sell common units of beneficial interest (“Shares”) of either or both of the two series of the Trust listed above (each, a “VIX Fund ” and collectively, the “VIX Funds”) or other series of the Trust, which represent units of fractional undivided beneficial interest in and ownership of a series of the Trust. Please note that the Trust has series other than those that comprise the VIX Funds. Each VIX Fund’s Shares will be offered on a continuous basis from time to time. The Shares of ProShares Ultra VIX Short-Term Futures ETF (the “Ultra Fund ” or the “Geared Fund”) and the Shares of ProShares VIX Short-Term Futures ETF (the “Matching Fund”) are listed on the New York Stock Exchange Archipelago (the “NYSE Arca”) under the ticker symbols shown above. The VIX Funds are benchmarked to an index comprised of VIX futures contracts (as defined herein). The Matching Fund seeks results (before fees and expenses) that, both over a single day and over time, match the performance of the index. The Ultra Fund seeks results (before fees and expenses) that correspond to two times (2x) the performance of the index on a daily basis. The VIX Funds are not benchmarked to the VIX (as defined herein), which is calculated based on the prices of put and call options on the S&P 500. As such, the VIX Funds can be expected to perform very differently from the VIX (in the case of the Matching Fund) or two times (2x) the performance of the VI

Year: 2013
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