Filed Pursuant to Rule 424(b)(3)
Registration No. 333-220688
PROSHARES TRUST II
Common Units of Beneficial Interest
Title of Securities to be Registered Benchmark
ProShares Ultra Bloomberg Crude Oil (UCO) Bloomberg WTI Crude Oil Subindex SM $4,317,748,075
ProShares UltraShort Bloomberg Crude Oil (SCO) Bloomberg WTI Crude Oil Subindex SM $1,562,147,894
ProShares Ultra Gold (UGL) The daily performance of gold bullion as measured by
the U.S. dollar p.m. LBMA Gold Price $ 268,558,744
ProShares Ultra Silver (AGQ) The daily performance of silver bullion as measured by
the London Silver Price $1,266,409,983
ProShares UltraShort Euro (EUO) The U.S. dollar price of the euro $1,895,556,096
ProShares UltraShort Yen (YCS) The U.S. dollar price of the Japanese yen $ 940,420,616
ProShares Trust II (the Trust) is a Delaware statutory trust organized into separate series. The Trust may from time to time offer
to sell common units of beneficial interest (Shares) of any or all of the series of the Trust listed above (each, a Fund and
collectively, the 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 the Funds. Each Funds Shares will be offered on a continuous
basis from time to time.
The Shares of ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil, ProShares Ultra Gold,
ProShares Ultra Silver, ProShares UltraShort Euro and ProShares UltraShort Yen are listed on the NYSE Arca Equities, Inc. (the
Exchange) under the ticker symbols shown above.
Each of the Funds is geared in the sense that each has an investment objective to correspond (before fees and expenses) to a
multiple (i.e., 2x) or an inverse multiple (i.e., -2x) of the performance of a benchmark for a single day, not for any other period. A
single day is measured from the time a Fund calculates its respective net asset value (NAV) to the time of the Funds next NAV
calculation. The NAV calculation times for the Funds typically range from 7:00 a.m. to 4:00 p.m. (Eastern Time); please see the section
entitled SummaryCreation and Redemption Transactions on page 3 for additional details on the NAV calculation times for the
The Funds will not invest directly in any commodities or currencies. Rather, the Funds will attempt to gain exposure to the
applicable commodity futures index, commodity or currency benchmark through investments in Financial Instruments ( i.e. ,
instruments whose value is derived from the value of an underlying asset, rate or benchmark, including futures contracts, swap
agreements, forward contracts and other instruments).
INVESTING IN THE SHARES INVOLVES SIGNIFICANT RISKS. PLEASE REFER TO RISK FACTORS
BEGINNING ON PAGE 4.
Each Fund will distribute to shareholders a Schedule K-1 that will contain information regarding the income and expenses
of the Fund.
The Funds are not appropriate for all investors and present different risks than other funds. The Funds use leverage and
are riskier than similarly benchmarked exchange-traded funds that do not use leverage.
An investor should only consider an investment in a Fund if he or she understands the consequences of seeking daily
leveraged or daily inverse leveraged investment results. Each Fund seeks to return (before fees and expenses) a multiple (2x) or
an inverse multiple (-2x) times of the performance of its benchmark for a single day, not for any other period. The return of a
Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will
differ from the Funds multiple times the return of the Funds benchmark for the same period. Daily compounding of a Funds
investment returns can dramatically and adversely affect its longer-term performance during periods of high volatility.
Volatility may be at least as important to a Funds return for a period as the return of the Funds underlying benchmark. Each
Ultra Fund or UltraShort Fund uses leverage and should produce returns for a single day that are more volatile than that of its
benchmark. For example, the return for a single day of an Ultra Fund with a 2x multiple should be approximately two times as
volatile for a single day as the return of a fund with an objective of matching the same benchmark. The return for a single day
of an UltraShort Fund with a -2x multiple is designed to return two times the inverse (-2x) of the return that would be expected
of a fund with an objective of matching the same benchmark.
Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily.
Each Fund continuously offers and redeems its Shares in blocks of 50,000 Shares, (each such block, a Creation Unit). Only
Authorized Participants may purchase and redeem Shares from a Fund and then only in Creation Units. An Authorized Participant is an
entity that has entered into an Authorized Participant Agreement with the Trust and ProShare Capital Management LLC (the
Sponsor). Shares of the Funds are offered to Authorized Participants in Creation Units at each Funds respective NAV. Authorized
Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a per-Share market price. The
form of Authorized Participant Agreement and the related Authorized Participant Handbook set forth the terms and conditions under
which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants will not receive from any Fund, the
Sponsor, or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public. An Authorized
Participant may receive commissions or fees from investors who purchase Shares through their commission or fee-based brokerage
These securities have not been approved or disapproved by the United States Securities and Exchange Commission (the
SEC) or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or
adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
NEITHER THE TRUST NOR ANY FUND IS A MUTUAL FUND OR ANY OTHER TYPE OF INVESTMENT
COMPANY AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE 1940 ACT), AND
NEITHER IS SUBJECT TO REGULATION THEREUNDER.
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF
THIS DISCLOSURE DOCUMENT.
February 6, 2018
The Shares are neither interests in nor obligations of the Sponsor, Wilmington Trust Company (the Trustee), or any of
their respective affiliates. The Shares are not insured by the Federal Deposit Insurance Corporation or any other governmental
This Prospectus has two parts: the offered series disclosure and the general pool disclosure. These parts are bound
together and are incomplete if not distributed together to prospective participants.
COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT
YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO
PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST
TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY
REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE
POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR
PARTICIPATION IN THE POOL.
FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND
ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE
CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR
ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE
CHARGED TO THIS POOL, AT PAGES 44 THROUGH 46, AND A STATEMENT OF THE PERCENTAGE RETURN
NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT
PAGES 44 THROUGH 45.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO
EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO
PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT,
INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 4 THROUGH
YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR
OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING
MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH
OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED
STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF
REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS
FOR THE POOL MAY BE EFFECTED.
SWAPS TRANSACTIONS, LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT
RISKS. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR