Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-163511

[June 7, 2013]

 

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About Us Institutional Contact Us Careers ProFunds.com The Alternative ETF Company. RESOURCES NEWS Alts U. | Literature | Get Email Updates Keyword Search Gold Silver ► Alternative Investments Guide (PDF) ► Why Consider Alternatives? (VIDEO) ► Geared Investing: An Introductory Guide (PDF’) ► Geared Fund Performance: Understanding Leveraged and Inverse Funds (PDF) ► Leveraged and Inverse Funds: Are They Right for You? Precious or Precarious? email | | print | More Information ProShares Precious Metals Commodity ETFs Deciding how to invest in gold and silver? Will these precious metals continue rising, or are they precariously priced and ready to fall? Whatever your view, ProShares has four geared ETFs to help you step up your gold or silver exposure. Ticker Fund Name Daily Objective Benchmark Learn More UGL Ultra Gold 2x London p.m. Gold Fixing Prospectus Fact Sheet GLL UltraShort Gold -2x London p.m. Gold Fixing Prospectus Fact Sheet AGQ Ultra Silver 2x London Silver Fixing Prospectus Fact Sheet ZSL UltraShort Silver -2x London Silver Fixing Prospectus Fact Sheet Outside Resources Want to understand the fundamentals of ETFs? These questions and answers from the Investment Company Institute will help. ► Nine Questions Every ETF Investor Should Ask Before Investing The Full ProShares Lineup - Fund Group UGL and AGQ can be used to: ► Seek magnified gains (will also magnify losses) ► Get a target level of exposure to gold or silver for less cash ► Overweight your exposure to precious metals without additional cash If Precious Metals Fall—UltraShort Gold and UltraShort Silver You may want to consider inverse exposure when precious metals decline. GLL and ZSL seek two times the inverse of their benchmark returns each day each day.* They are designed to rise when their benchmarks fall, and vice versa. GLL and ZSL can be used to: ► Help hedge against declines in gold or silver ► Seek to profit from declines in precious metal prices ► Underweight exposure to the gold or silver markets If Precious Metals Rise—Ultra Gold and Ultra Silver Consider these ETFs if you are looking to magnify your exposure to rising precious metal prices. UGL and AGQ seek double the return of their benchmarks each day.* Questions? ProShares offers the nation’s largest lineup of alternative ETFs. We help investors build better portfolios by providing access to alternative investments delivered with the liquidity, transparency and cost effectiveness of ETFs. Have questions about ProShares or our alternative ETFsContact your financial professional or call ProShares at 866.776.5125. * Before fees and expenses ► Geared ► Inflation & Volatility Index / BenchmarkType Asset Category Global Fixed Income Hedge Strategies VIEW ALL PRODUCTS Get News Updates Register View the News Center Each Geared (Short or Ultra) ProShares ETF seeks a return that is either 3x, 2x, -Ix, -2x or -3x the return of an index or other benchmark (target) for a single day, as measured from one NAV calculation to the next. Due to the compounding of daily returns, Geared ProShares’ returns over periods other than one day will likely differ in amount and possibly direction from the target return for the same period. These effects may be more pronounced in funds with larger or inverse multiples and in funds with volatile benchmarks. Investors should monitor their Geared ProShares holdings consistent with their strategies, as frequently as daily. For more on correlation, leverage and other risks, please read the prospectus. These funds are not investment companies regulated under the Investment Company Act of 1940 and are not afforded its protections. Please read the prospectuses carefully before investing. There is no guarantee any ProShares ETF will achieve its investment objective. Investing involves risk, including the possible loss of principal. ProShares are non-diversified and entail certain risks, including risk associated with the use of derivatives (swap agreements, futures contracts and similar instruments), imperfect benchmark correlation, leverage and market price variance, all of which can increase volatility and decrease performance. Short ProShares should lose money when their benchmarks or indexes rise. Please see their summary and full prospectuses for a more complete description of risks. The price of gold is volatile and may be affected by large institutional purchases or sales, indirect investment in gold and silver, industrial usage, and political and economic concerns. The price of silver is volatile and may be affected by large institutional purchases or sales, indirect investment in gold and silver, industrial usage, and political and economic concerns. Certain derivative instruments will subject the fund to counterparty risk and credit risk, which could result in significant losses for the fund. This fund generates a K-l tax form. ProShares Trust II is a commodity pool as defined in the Commodity Exchange Act and the applicable regulations of the CFTC. ProShare Capital Management LLC is the Trust Sponsor, commodity pool operator (CPO) and commodity trading advisor. The Sponsor is registered as a CPO and commodity trading advisor with the CFTC, and is a member of the NFA. Neither this ETF nor ProShares Trust II is an investment company regulated under the Investment Company Act of 1S40 and neither is afforded its protections. Investing in ETFs involves a substantial risk of loss. This information must be accompanied or preceded by a current ProShares Trust II prospectus. ProShares are distributed by SEI Investments Distribution Co., which is not affiliated with the funds’ advisor or sponsor. Your use of this site signifies that you accept our Terms and Conditions of Use. FAOs I Obtain Prosoectus I Proxv Votino

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