ProShares Trust II - Quarter Report: 2010 September (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

2010 Q3 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended September 30, 2010.

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from to .

Commission file number: 001-34200

PROSHARES TRUST II

(Exact name of registrant as specified in its charter)

Delaware

87-6284802

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip code)

(240) 497-6400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

PROSHARES TRUST II

Table of Contents


		Page
Part I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements.		1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		88

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		104

Item 4.	Controls and Procedures.		122

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings.		123

Item 1A.	Risk Factors.		123

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		124

Item 3.	Defaults Upon Senior Securities.		125

Item 4.	Reserved.		126

Item 5.	Other Information.		126

Item 6.	Exhibits.		126

Part I. FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements.

Index


	Page
Documents
Statements of Financial Condition, Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity and Statements of Cash Flows:
ProShares Ultra DJ-UBS Commodity		2
ProShares UltraShort DJ-UBS Commodity		7
ProShares Ultra DJ-UBS Crude Oil		12
ProShares UltraShort DJ-UBS Crude Oil		17
ProShares Short DJ-UBS Natural Gas		22
ProShares Ultra Gold		23
ProShares Short Gold		28
ProShares UltraShort Gold		29
ProShares Ultra Silver		34
ProShares UltraShort Silver		39
ProShares Ultra Euro		44
ProShares UltraShort Euro		49
ProShares Ultra Yen		54
ProShares UltraShort Yen		59
Notes to Financial Statements		64

-1-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	51,280	$	78,112
Short-term U.S. government and agency obligations (Note 3) (cost $8,889,183 and $18,504,220, respectively)		8,889,239		18,503,052
Unrealized appreciation on swap agreements		719,690		1,177,968

Total assets		9,660,209		19,759,132

Liabilities and shareholders’ equity
Liabilities
Management fee payable		8,430		15,200

Total liabilities		8,430		15,200

Shareholders’ equity
Paid-in capital		5,917,551		14,857,362
Accumulated earnings (deficit)		3,734,228		4,886,570

Total shareholders’ equity		9,651,779		19,743,932

Total liabilities and shareholders’ equity	$	9,660,209	$	19,759,132

Shares outstanding		350,014		700,014

Net asset value per share	$	27.58	$	28.21

Market value per share (Note 2)	$	27.73	$	28.43

See accompanying notes to financial statements.

-2-

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (92% of shareholders’ equity)
U.S. Treasury Bills:
0.230% due 10/07/10†	$	963,000	$	962,984
0.135% due 10/21/10†		2,004,000		2,003,857
0.110% due 10/28/10		1,232,000		1,231,880
0.135% due 11/12/10		588,000		587,910
0.150% due 11/18/10		588,000		587,900
0.150% due 12/23/10		504,000		503,839
0.160% due 12/30/10†		1,780,000		1,779,296
0.130% due 01/06/11		1,232,000		1,231,573

Total short-term U.S. government and agency obligations (cost $8,889,183)			$	8,889,239

Swap Agreements^


	Termination Date		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index		10/06/10	$	4,659,257	$	176,841
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index		10/06/10		14,627,126		542,849

					$	719,690

†	All or partial amount segregated as collateral for swap agreements.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark Index. A negative amount represents “short” exposure to the benchmark Index.

See accompanying notes to financial statements.

-3-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	5,629		$	1,738		$	16,947		$	4,012

Expenses
Management fee		27,744			32,623			88,670			59,126
Offering costs		—			19,533			—			57,963

Total expenses		27,744			52,156			88,670			117,089

Net investment income (loss)		(22,115	)		(50,418	)		(71,723	)		(113,077	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		2,113,541			(1,842,980	)		(624,603	)		1,913,017
Short-term U.S. government and agency obligations		72			—			1,038			—

Net realized gain (loss)		2,113,613			(1,842,980	)		(623,565	)		1,913,017

Change in net unrealized appreciation/depreciation on
Swap agreements		178,290			2,374,398			(458,278	)		296,417
Short-term U.S. government and agency obligations		(1,326	)		—			1,224			—

Change in net unrealized appreciation/depreciation		176,964			2,374,398			(457,054	)		296,417

Net realized and unrealized gain (loss)		2,290,577			531,418			(1,080,619	)		2,209,434

Net income (loss)	$	2,268,462		$	481,000		$	(1,152,342	)	$	2,096,357

Net income (loss) per weighted-average share	$	4.81		$	0.51		$	(2.30	)	$	2.82

Weighted-average shares outstanding		471,753			938,601			501,296			742,688

See accompanying notes to financial statements.

-4-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	19,743,932

Addition of 250,000 shares		5,958,070
Redemption of 600,000 shares		(14,897,881	)

Net addition (redemption) of (350,000) shares		(8,939,811	)


Net investment income (loss)		(71,723	)
Net realized gain (loss)		(623,565	)
Change in net unrealized appreciation/depreciation		(457,054	)

Net income (loss)		(1,152,342	)


Shareholders’ equity, at September 30, 2010	$	9,651,779

See accompanying notes to financial statements.

-5-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	(1,152,342	)	$	2,096,357
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for swap agreements		—			(7,235,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		9,615,037			(4,488,979	)
Change in unrealized appreciation/depreciation on investments		457,054			(296,417	)
Decrease (Increase) in receivable from Sponsor		—			33,411
Amortization of offering cost		—			57,963
Increase (Decrease) in management fee payable		(6,770	)		—
Increase (Decrease) in payable to Sponsor		—			25,715
Increase (Decrease) in accounts payable		—			(42,977	)

Net cash provided by (used in) operating activities		8,912,979			(9,849,927	)

Cash flow from financing activities
Proceeds from addition of shares		5,958,070			25,899,594
Payment on shares redeemed		(14,897,881	)		(11,964,598	)

Net cash provided by (used in) financing activities		(8,939,811	)		13,934,996

Net increase (decrease) in cash		(26,832	)		4,085,069
Cash, beginning of period		78,112			1,745,354

Cash, end of period	$	51,280		$	5,830,423

See accompanying notes to financial statements.

-6-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	5,854		$	90,383
Segregated cash balances for swap agreements		—			485,000
Short-term U.S. government and agency obligations (Note 3) (cost $1,431,691 and $2,568,287, respectively)		1,431,735			2,568,141

Total assets		1,437,589			3,143,524

Liabilities and shareholders’ equity
Liabilities
Management fee payable		1,098			2,493
Unrealized depreciation on swap agreements		101,643			216,605

Total liabilities		102,741			219,098

Shareholders’ equity
Paid-in capital		3,621,541			5,049,843
Accumulated earnings (deficit)		(2,286,693	)		(2,125,417	)

Total shareholders’ equity		1,334,848			2,924,426

Total liabilities and shareholders’ equity	$	1,437,589		$	3,143,524

Shares outstanding		100,014			200,014


Net asset value per share	$	13.35		$	14.62


Market value per share (Note 2)	$	13.60		$	14.65

See accompanying notes to financial statements.

-7-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (107% of shareholders’ equity)
U.S. Treasury Bills:
0.135% due 10/21/10	$	328,000	$	327,976
0.205% due 11/04/10†		500,000		499,938
0.135% due 11/12/10		112,000		111,983
0.150% due 11/18/10		112,000		111,981
0.150% due 12/23/10		96,000		95,969
0.160% due 12/30/10†		284,000		283,888

Total short-term U.S. government and agency obligations (cost $1,431,691)			$	1,431,735

Swap Agreements^


	Termination Date		Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index		10/06/10	$	(688,504	)	$	(25,404	)
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index		10/06/10		(1,993,193	)		(76,239	)

						$	(101,643	)

†	All or partial amount segregated as collateral for swap agreements.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark Index. A negative amount represents “short” exposure to the benchmark Index.

See accompanying notes to financial statements.

-8-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	949		$	320		$	3,267		$	710

Expenses
Management fee		5,480			—			24,971			—
Offering costs		—			78,092			—			231,729
Limitation by Sponsor		—			(65,602	)		—			(206,319	)

Total expenses		5,480			12,490			24,971			25,410

Net investment income (loss)		(4,531	)		(12,170	)		(21,704	)		(24,700	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(806,167	)		(457,048	)		(254,747	)		(1,536,586	)
Short-term U.S. government and agency obligations		105			—			23			—

Net realized gain (loss)		(806,062	)		(457,048	)		(254,724	)		(1,536,586	)

Change in net unrealized appreciation/depreciation on
Swap agreements		335,891			(310,626	)		114,962			161,533
Short-term U.S. government and agency obligations		(223	)		—			190			—

Change in net unrealized appreciation/depreciation		335,668			(310,626	)		115,152			161,533

Net realized and unrealized gain (loss)		(470,394	)		(767,674	)		(139,572	)		(1,375,053	)

Net income (loss)	$	(474,925	)	$	(779,844	)	$	(161,276	)	$	(1,399,753	)

Net income (loss) per weighted-average share	$	(3.20	)	$	(2.95	)	$	(0.73	)	$	(8.77	)

Weighted-average shares outstanding		148,384			264,688			221,626			159,538

See accompanying notes to financial statements.

-9-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	2,924,426

Addition of 200,000 shares		3,370,174
Redemption of 300,000 shares		(4,798,476	)

Net addition (redemption) of (100,000) shares		(1,428,302	)


Net investment income (loss)		(21,704	)
Net realized gain (loss)		(254,724	)
Change in net unrealized appreciation/depreciation		115,152

Net income (loss)		(161,276	)


Shareholders’ equity, at September 30, 2010	$	1,334,848

See accompanying notes to financial statements.

-10-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	(161,276	)	$	(1,399,753	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for swap agreements		485,000			(1,175,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		1,136,596			(599,997	)
Change in unrealized appreciation/depreciation on investments		(115,152	)		(161,533	)
Decrease (Increase) in receivable from Sponsor		—			(206,319	)
Amortization of offering cost		—			231,729
Increase (Decrease) in management fee payable		(1,395	)		—
Increase (Decrease) in accounts payable		—			(208,046	)

Net cash provided by (used in) operating activities		1,343,773			(3,518,919	)

Cash flow from financing activities
Proceeds from addition of shares		3,370,174			4,145,511
Payment on shares redeemed		(4,798,476	)		—

Net cash provided by (used in) financing activities		(1,428,302	)		4,145,511

Net increase (decrease) in cash		(84,529	)		626,592
Cash, beginning of period		90,383			1,579,140

Cash, end of period	$	5,854		$	2,205,732

See accompanying notes to financial statements.

-11-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	13,146,363	$	80,936
Segregated cash balances with brokers for futures contracts		20,923,313		13,574,925
Short-term U.S. government and agency obligations (Note 3) (cost $424,902,931 and $323,044,324, respectively)		424,924,279		323,026,067
Unrealized appreciation on swap agreements		30,223,794		21,129,076
Receivable on open futures contracts		12,730,343		1,466,444

Total assets		501,948,092		359,277,448

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		114,083,156		35,195,574
Management fee payable		348,601		262,204

Total liabilities		114,431,757		35,457,778

Shareholders’ equity
Paid-in capital		214,474,935		190,554,540
Accumulated earnings (deficit)		173,041,400		133,265,130

Total shareholders’ equity		387,516,335		323,819,670

Total liabilities and shareholders’ equity	$	501,948,092	$	359,277,448

Shares outstanding		38,200,014		25,650,014

Net asset value per share	$	10.14	$	12.62

Market value per share (Note 2)	$	10.09	$	12.68

See accompanying notes to financial statements.

-12-

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (110% of shareholders’ equity)
U.S. Treasury Bills:
0.230% due 10/07/10	$	10,000,000	$	9,999,836
0.105% due 10/14/10		7,521,000		7,520,723
0.187% due 10/21/10†		61,285,000		61,280,624
0.208% due 11/04/10†		61,000,000		60,992,448
0.136% due 11/12/10		17,750,000		17,747,270
0.166% due 11/18/10†		106,767,000		106,748,882
0.145% due 11/26/10		6,083,000		6,081,606
0.143% due 12/02/10		28,343,000		28,336,756
0.130% due 12/09/10		29,535,000		29,527,472
0.177% due 12/16/10†		37,500,000		37,490,235
0.156% due 12/23/10		27,420,000		27,411,256
0.179% due 12/30/10		17,000,000		16,993,275
0.185% due 01/20/11		14,800,000		14,793,896

Total short-term U.S. government and agency obligations (cost $424,902,931)			$	424,924,279

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil – NYMEX, expires November 2010		4,133	$	330,516,010	$	15,898,600

Swap Agreements^


	Termination Date		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Crude Oil Sub-Index		10/06/10	$	190,360,794	$	12,128,469
Swap agreement with UBS AG based on Dow Jones-UBS Crude Oil Sub-Index		10/06/10		254,055,319		18,095,325

					$	30,223,794

†	All or partial amount segregated as collateral for swap agreements.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark Index. A negative amount represents “short” exposure to the benchmark Index.

See accompanying notes to financial statements.

-13-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	174,914		$	23,424		$	348,968		$	93,245

Expenses
Management fee		1,034,809			471,329			2,480,271			1,870,800
Brokerage commissions		32,255			28,849			112,220			215,355
Offering costs		—			39,051			—			115,880

Total expenses		1,067,064			539,229			2,592,491			2,202,035

Net investment income (loss)		(892,150	)		(515,805	)		(2,243,523	)		(2,108,790	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		10,928,189			(7,204,860	)		19,006,970			34,127,108
Swap agreements		27,081,389			(869,437	)		14,810,482			38,346,708
Short-term U.S. government and agency obligations		1,843			—			47,218			—

Net realized gain (loss)		38,011,421			(8,074,297	)		33,864,670			72,473,816

Change in net unrealized appreciation/depreciation on
Futures contracts		14,399,480			8,493,570			(979,200	)		(8,119,260	)
Swap agreements		7,760,550			2,158,920			9,094,718			6,914,359
Short-term U.S. government and agency obligations		(2,198	)		—			39,605			—

Change in net unrealized appreciation/depreciation		22,157,832			10,652,490			8,155,123			(1,204,901	)

Net realized and unrealized gain (loss)		60,169,253			2,578,193			42,019,793			71,268,915

Net income (loss)	$	59,277,103		$	2,062,388		$	39,776,270		$	69,160,125

Net income (loss) per weighted-average share	$	1.30		$	0.11		$	1.17		$	2.40

Weighted-average shares outstanding		45,657,623			18,583,166			33,973,091			28,850,380

See accompanying notes to financial statements.

-14-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	323,819,670

Addition of 100,350,000 shares		987,785,499
Redemption of 87,800,000 shares		(963,865,104	)

Net addition (redemption) of 12,550,000 shares		23,920,395


Net investment income (loss)		(2,243,523	)
Net realized gain (loss)		33,864,670
Change in net unrealized appreciation/depreciation		8,155,123

Net income (loss)		39,776,270


Shareholders’ equity, at September 30, 2010	$	387,516,335

See accompanying notes to financial statements.

-15-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	39,776,270		$	69,160,125
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for swap agreements		—			(93,010,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(7,348,388	)		12,918,488
Net sale (purchase) of short-term U.S. government and agency obligations		(101,858,607	)		(79,999,294	)
Change in unrealized appreciation/depreciation on investments		(9,134,323	)		(6,914,359	)
Decrease (Increase) in receivable on futures contracts		(11,263,899	)		8,618,331
Decrease (Increase) in receivable from Sponsor		—			16,192
Amortization of offering cost		—			115,880
Increase (Decrease) in management fee payable		86,397			—
Increase (Decrease) in payable to Sponsor		—			364,190
Increase (Decrease) in accounts payable		—			(97,742	)

Net cash provided by (used in) operating activities		(89,742,550	)		(88,828,189	)

Cash flow from financing activities
Proceeds from addition of shares		987,785,499			977,618,926
Payment on shares redeemed		(884,977,522	)		(830,121,193	)

Net cash provided by (used in) financing activities		102,807,977			147,497,733

Net increase (decrease) in cash		13,065,427			58,669,544
Cash, beginning of period		80,936			40,341,120

Cash, end of period	$	13,146,363		$	99,010,664

See accompanying notes to financial statements.

-16-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	487,510	$	75,409
Segregated cash balances with brokers for futures contracts		2,025,000		4,162,725
Short-term U.S. government and agency obligations (Note 3) (cost $44,121,453 and $66,498,959, respectively)		44,124,971		66,495,308
Receivable from capital shares sold		—		8,244,946

Total assets		46,637,481		78,978,388

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		2,667,004		—
Payable on open futures contracts		929,607		1,271,069
Management fee payable		31,896		68,204
Unrealized depreciation on swap agreements		2,990,288		982,489

Total liabilities		6,618,795		2,321,762

Shareholders’ equity
Paid-in capital		27,043,891		94,438,947
Accumulated earnings (deficit)		12,974,795		(17,782,321	)

Total shareholders’ equity		40,018,686		76,656,626

Total liabilities and shareholders’ equity	$	46,637,481	$	78,978,388

Shares outstanding		3,000,014		5,600,014

Net asset value per share	$	13.34	$	13.69

Market value per share (Note 2)	$	13.38	$	13.65

See accompanying notes to financial statements.

-17-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (110% of shareholders’ equity)
U.S. Treasury Bills:
0.140% due 10/14/10†	$	900,000	$	899,967
0.135% due 10/21/10		3,761,000		3,760,732
0.117% due 10/28/10		3,475,000		3,474,661
0.200% due 11/04/10†		8,000,000		7,999,010
0.140% due 11/12/10		11,364,000		11,362,252
0.140% due 11/18/10		569,000		568,903
0.286% due 12/16/10†		5,000,000		4,998,698
0.130% due 01/06/11		1,025,000		1,024,645
0.160% due 01/13/11†		6,040,000		6,037,753
0.185% due 01/20/11†		4,000,000		3,998,350

Total short-term U.S. government and agency obligations (cost $44,121,453)			$	44,124,971

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil – NYMEX, expires November 2010		400	$	31,988,000	$	(1,354,220	)

Swap Agreements^


	Termination Date		Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Crude Oil Sub-Index		10/06/10	$	(19,406,494	)	$	(1,175,888	)
Swap agreement with UBS AG based on Dow Jones-UBS Crude Oil Sub-Index		10/06/10		(28,626,377	)		(1,814,400	)

						$	(2,990,288	)

†	All or partial amount segregated as collateral for swap agreements.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark Index. A negative amount represents “short” exposure to the benchmark Index.

See accompanying notes to financial statements.

-18-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	21,433		$	11,290		$	76,927		$	20,679

Expenses
Management fee		132,890			186,922			539,674			249,506
Brokerage commissions		9,886			18,359			37,608			71,428
Offering costs		—			78,092			—			231,729

Total expenses		142,776			283,373			577,282			552,663

Net investment income (loss)		(121,343	)		(272,083	)		(500,355	)		(531,984	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		2,895,091			8,197,190			7,896,349			(2,040,631	)
Swap agreements		5,060,061			5,850,541			23,643,501			(10,219,787	)
Short-term U.S. government and agency obligations		46			—			8,571			—

Net realized gain (loss)		7,955,198			14,047,731			31,548,421			(12,260,418	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(2,156,250	)		(2,004,540	)		1,709,680			2,641,060
Swap agreements		(1,389,552	)		2,730,237			(2,007,799	)		871,693
Short-term U.S. government and agency obligations		(743	)		—			7,169			—

Change in net unrealized appreciation/depreciation		(3,546,545	)		725,697			(290,950	)		3,512,753

Net realized and unrealized gain (loss)		4,408,653			14,773,428			31,257,471			(8,747,665	)

Net income (loss)	$	4,287,310		$	14,501,345		$	30,757,116		$	(9,279,649	)

Net income (loss) per weighted-average share	$	1.12		$	2.33		$	5.46		$	(2.70	)

Weighted-average shares outstanding		3,842,405			6,225,014			5,632,432			3,437,010

See accompanying notes to financial statements.

-19-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	76,656,626

Addition of 24,850,000 shares		325,489,245
Redemption of 27,450,000 shares		(392,884,301	)

Net addition (redemption) of (2,600,000) shares		(67,395,056	)


Net investment income (loss)		(500,355	)
Net realized gain (loss)		31,548,421
Change in net unrealized appreciation/depreciation		(290,950	)

Net income (loss)		30,757,116


Shareholders’ equity, at September 30, 2010	$	40,018,686

See accompanying notes to financial statements.

-20-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	30,757,116		$	(9,279,649	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for swap agreements		—			(28,570,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		2,137,725			722,925
Net sale (purchase) of short-term U.S. government and agency obligations		22,377,506			(25,082,792	)
Change in unrealized appreciation/depreciation on investments		2,000,630			(871,693	)
Decrease (Increase) in receivable from Sponsor		—			53,143
Amortization of offering cost		—			231,729
Increase (Decrease) in management fee payable		(36,308	)		—
Increase (Decrease) in payable to Sponsor		—			196,363
Increase (Decrease) in payable on futures contracts		(341,462	)		(1,522,511	)
Increase (Decrease) in accounts payable		—			(208,046	)

Net cash provided by (used in) operating activities		56,895,207			(64,330,531	)

Cash flow from financing activities
Proceeds from addition of shares		333,734,191			387,580,201
Payment on shares redeemed		(390,217,297	)		(303,963,228	)

Net cash provided by (used in) financing activities		(56,483,106	)		83,616,973

Net increase (decrease) in cash		412,101			19,286,442
Cash, beginning of period		75,409			7,925,214

Cash, end of period	$	487,510		$	27,211,656

See accompanying notes to financial statements.

-21-

PROSHARES SHORT DJ-UBS NATURAL GAS*

STATEMENT OF FINANCIAL CONDITION

SEPTEMBER 30, 2010

(unaudited)


Assets
Cash	$	200

Total assets	$	200

Shareholders’ equity
Paid-in capital	$	200

Total shareholders’ equity	$	200

*	See Note 1.

See accompanying notes to financial statements.

-22-

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	2,537,261	$	96,468
Segregated cash balances with brokers for futures contracts		408,157		480,837
Short-term U.S. government and agency obligations (Note 3) (cost $197,939,141 and $168,088,591, respectively)		197,943,632		168,085,670
Unrealized appreciation on forward agreements		2,971,413		—
Receivable on open futures contracts		—		32,930

Total assets		203,860,463		168,695,905

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		6,835,057
Management fee payable		154,865		149,879
Unrealized depreciation on forward agreements		—		5,234,260

Total liabilities		154,865		12,219,196

Shareholders’ equity
Paid-in capital		109,342,488		120,971,898
Accumulated earnings (deficit)		94,363,110		35,504,811

Total shareholders’ equity		203,705,598		156,476,709

Total liabilities and shareholders’ equity	$	203,860,463	$	168,695,905

Shares outstanding		3,350,014		3,550,014

Net asset value per share	$	60.81	$	44.08

Market value per share (Note 2)	$	61.02	$	44.68

See accompanying notes to financial statements.

-23-

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (97% of shareholders’ equity)
U.S. Treasury Bills:
0.230% due 10/07/10	$	13,000,000	$	12,999,787
0.150% due 10/14/10†		12,000,000		11,999,558
0.135% due 10/21/10		2,529,000		2,528,819
0.110% due 10/28/10		23,100,000		23,097,748
0.204% due 11/04/10†		20,000,000		19,997,524
0.135% due 11/12/10		2,590,000		2,589,602
0.166% due 11/18/10†		12,440,000		12,437,889
0.165% due 11/26/10†		33,000,000		32,992,440
0.120% due 12/02/10		3,102,000		3,101,317
0.159% due 12/23/10†		14,220,000		14,215,465
0.154% due 12/30/10†		32,007,000		31,994,338
0.130% due 01/06/11		23,100,000		23,091,991
0.185% due 01/20/11†		6,900,000		6,897,154

Total short-term U.S. government and agency obligations (cost $197,939,141)			$	197,943,632

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures – COMEX, expires December 2010		72	$	9,429,120	$	665,710

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold		10/11/10	$	36,720	$	47,998,915	$	369,480
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold		10/11/10		267,900		350,188,164		2,601,933

							$	2,971,413

†	All or partial amount segregated as collateral for forward agreements.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

-24-

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	85,654		$	17,978		$	187,823		$	43,484

Expenses
Management fee		466,267			264,269			1,296,693			650,356
Brokerage commissions		902			823			2,973			3,344
Offering costs		—			78,090			—			231,728

Total expenses		467,169			343,182			1,299,666			885,428

Net investment income (loss)		(381,515	)		(325,204	)		(1,111,843	)		(841,944	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(232,336	)		164,607			673,165			518,473
Forward agreements		7,410,760			13,352,510			50,218,194			12,019,164
Short-term U.S. government and agency obligations		29			—			5,788			—

Net realized gain (loss)		7,178,453			13,517,117			50,897,147			12,537,637

Change in net unrealized appreciation/depreciation on
Futures contracts		541,140			392,480			859,910			430,110
Forward agreements		8,728,978			1,386,595			8,205,673			1,630,127
Short-term U.S. government and agency obligations		(7,111	)		—			7,412			—

Change in net unrealized appreciation/depreciation		9,263,007			1,779,075			9,072,995			2,060,237

Net realized and unrealized gain (loss)		16,441,460			15,296,192			59,970,142			14,597,874

Net income (loss)	$	16,059,945		$	14,970,988		$	58,858,299		$	13,755,930

Net income (loss) per weighted-average share	$	4.43		$	3.68		$	16.22		$	3.78

Weighted-average shares outstanding		3,628,275			4,067,405			3,629,501			3,636,461

See accompanying notes to financial statements.

-25-

PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	156,476,709

Addition of 1,400,000 shares		68,512,854
Redemption of 1,600,000 shares		(80,142,264	)

Net addition (redemption) of (200,000) shares		(11,629,410	)


Net investment income (loss)		(1,111,843	)
Net realized gain (loss)		50,897,147
Change in net unrealized appreciation/depreciation		9,072,995

Net income (loss)		58,858,299


Shareholders’ equity, at September 30, 2010	$	203,705,598

See accompanying notes to financial statements.

-26-

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	58,858,299		$	13,755,930
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for forward agreements		—			(28,140,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		72,680			(118,003	)
Net sale (purchase) of short-term U.S. government and agency obligations		(29,850,550	)		(58,584,646	)
Change in unrealized appreciation/depreciation on investments		(8,213,085	)		(1,630,127	)
Decrease (Increase) in receivable on futures contracts		32,930			(77,862	)
Decrease (Increase) in receivable from Sponsor		—			43,098
Amortization of offering cost		—			231,728
Increase (Decrease) in management fee payable		4,986			—
Increase (Decrease) in payable to Sponsor		—			277,407
Increase (Decrease) in accounts payable		—			(208,045	)

Net cash provided by (used in) operating activities		20,905,260			(74,450,520	)

Cash flow from financing activities
Proceeds from addition of shares		68,512,854			154,858,940
Payment on shares redeemed		(86,977,321	)		(54,279,693	)

Net cash provided by (used in) financing activities		(18,464,467	)		100,579,247

Net increase (decrease) in cash		2,440,793			26,128,727
Cash, beginning of period		96,468			23,435,796

Cash, end of period	$	2,537,261		$	49,564,523

See accompanying notes to financial statements.

-27-

PROSHARES SHORT GOLD*

STATEMENT OF FINANCIAL CONDITION

SEPTEMBER 30, 2010

(unaudited)


Assets
Cash	$	200

Total assets	$	200

Shareholders’ equity
Paid-in capital	$	200

Total shareholders’ equity	$	200

*	See Note 1.

See accompanying notes to financial statements.

-28-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	2,302,321		$	75,790
Segregated cash balances with brokers for futures contracts		206,599			140,916
Short-term U.S. government and agency obligations (Note 3) (cost $74,378,081 and $66,312,955, respectively)		74,382,131			66,310,764
Unrealized appreciation on forward agreements		—			2,144,062
Receivable on open futures contracts		2,520			—

Total assets		76,893,571			68,671,532

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—			1,014,755
Management fee payable		57,690			53,966
Unrealized depreciation on forward agreements		1,176,126			—

Total liabilities		1,233,816			1,068,721

Shareholders’ equity
Paid-in capital		123,839,522			86,180,401
Accumulated earnings (deficit)		(48,179,767	)		(18,577,590	)

Total shareholders’ equity		75,659,755			67,602,811

Total liabilities and shareholders’ equity	$	76,893,571		$	68,671,532

Shares outstanding		2,239,901			1,290,003

Net asset value per share	$	33.78		$	52.41

Market value per share (Note 2)	$	33.69		$	51.75

See accompanying notes to financial statements.

-29-

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (98% of shareholders’ equity)
U.S. Treasury Bills:
0.230% due 10/07/10†	$	6,000,000	$	5,999,902
0.135% due 10/21/10		4,131,000		4,130,705
0.116% due 10/28/10		5,450,000		5,449,469
0.135% due 11/12/10		3,482,000		3,481,464
0.150% due 11/18/10		4,970,000		4,969,156
0.193% due 11/26/10		9,516,000		9,513,820
0.135% due 12/09/10		4,861,000		4,859,761
0.157% due 12/23/10†		16,260,000		16,254,815
0.160% due 12/30/10		2,760,000		2,758,908
0.130% due 01/06/11		1,971,000		1,970,317
0.185% due 01/20/11†		15,000,000		14,993,814

Total short-term U.S. government and agency obligations (cost $74,378,081)			$	74,382,131

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures – COMEX, expires December 2010		36	$	4,714,560	$	(184,260	)

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive			Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold		10/11/10	$	(15,898	)	$	(20,781,230	)	$	(164,088	)
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold		10/11/10		(96,100	)		(125,618,076	)		(1,012,038	)

									$	(1,176,126	)

†	All or partial amount segregated as collateral for forward agreements.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

-30-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	33,103		$	4,411		$	72,856		$	13,450

Expenses
Management fee		183,450			23,184			497,988			60,210
Brokerage commissions		513			632			2,338			2,897
Offering costs		—			78,091			—			231,728

Total expenses		183,963			101,907			500,326			294,835

Net investment income (loss)		(150,860	)		(97,496	)		(427,470	)		(281,385	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(77,504	)		(153,607	)		(391,822	)		(375,691	)
Forward agreements		(5,158,437	)		(5,310,023	)		(25,247,833	)		(13,101,165	)
Short-term U.S. government and agency obligations		139			—			2,295			—

Net realized gain (loss)		(5,235,802	)		(5,463,630	)		(25,637,360	)		(13,476,856	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(162,330	)		(7,900	)		(223,400	)		850
Forward agreements		(2,938,770	)		(409,537	)		(3,320,188	)		(394,821	)
Short-term U.S. government and agency obligations		84			—			6,241			—

Change in net unrealized appreciation/depreciation		(3,101,016	)		(417,437	)		(3,537,347	)		(393,971	)

Net realized and unrealized gain (loss)		(8,336,818	)		(5,881,067	)		(29,174,707	)		(13,870,827	)

Net income (loss)	$	(8,487,678	)	$	(5,978,563	)	$	(29,602,177	)	$	(14,152,212	)

Net income (loss) per weighted-average share	$	(4.30	)	$	(10.07	)	$	(18.07	)	$	(26.56	)

Weighted-average shares outstanding		1,974,684			593,916			1,637,744			532,750

See accompanying notes to financial statements.

-31-

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	67,602,811

Addition of 1,600,000 shares (Note 1)		66,422,591
Redemption of 650,102 shares (Note 1)		(28,763,470	)

Net addition (redemption) of 949,898 shares (Note 1)		37,659,121


Net investment income (loss)		(427,470	)
Net realized gain (loss)		(25,637,360	)
Change in net unrealized appreciation/depreciation		(3,537,347	)

Net income (loss)		(29,602,177	)


Shareholders’ equity, at September 30, 2010	$	75,659,755

See accompanying notes to financial statements.

-32-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	(29,602,177	)	$	(14,152,212	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for forward agreements		—			(7,010,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(65,683	)		(173,484	)
Net sale (purchase) of short-term U.S. government and agency obligations		(8,065,126	)		(8,894,946	)
Change in unrealized appreciation/depreciation on investments		3,313,947			394,821
Decrease (Increase) in receivable on futures contracts		(2,520	)		—
Decrease (Increase) in receivable from Sponsor		—			51,088
Amortization of offering cost		—			231,728
Increase (Decrease) in management fee payable		3,724			—
Increase (Decrease) in payable to Sponsor		—			9,123
Increase (Decrease) in payable on futures contracts		—			66,590
Increase (Decrease) in accounts payable		—			(208,046	)

Net cash provided by (used in) operating activities		(34,417,835	)		(29,685,338	)

Cash flow from financing activities
Proceeds from addition of shares		66,422,591			94,412,574
Payment on shares redeemed		(29,778,225	)		(45,269,195	)

Net cash provided by (used in) financing activities		36,644,366			49,143,379

Net increase (decrease) in cash		2,226,531			19,458,041
Cash, beginning of period		75,790			3,104,221

Cash, end of period	$	2,302,321		$	22,562,262

See accompanying notes to financial statements.

-33-

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	4,685,764	$	75,670
Segregated cash balances with brokers for futures contracts		639,975		928,138
Short-term U.S. government and agency obligations (Note 3) (cost $186,891,848 and $157,779,376, respectively)		186,899,158		157,772,073
Unrealized appreciation on forward agreements		8,887,211		—

Total assets		201,112,108		158,775,881

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		6,007,423
Management fee payable		140,144		123,889
Unrealized depreciation on forward agreements		—		7,228,187

Total liabilities		140,144		13,359,499

Shareholders’ equity
Paid-in capital		87,788,485		109,869,748
Accumulated earnings (deficit)		113,183,479		35,546,634

Total shareholders’ equity		200,971,964		145,416,382

Total liabilities and shareholders’ equity	$	201,112,108	$	158,775,881

Shares outstanding		2,350,014		2,550,014

Net asset value per share	$	85.52	$	57.03

Market value per share (Note 2)	$	83.26	$	56.15

See accompanying notes to financial statements.

-34-

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (93% of shareholders’ equity)
U.S. Treasury Bills:
0.230% due 10/07/10†	$	6,590,000	$	6,589,892
0.135% due 10/21/10		3,407,000		3,406,757
0.110% due 10/28/10		15,212,000		15,210,517
0.207% due 11/04/10†		45,000,000		44,994,429
0.135% due 11/12/10		875,000		874,865
0.169% due 11/18/10†		42,292,000		42,284,823
0.210% due 11/26/10†		6,000,000		5,998,625
0.105% due 12/02/10		131,000		130,971
0.135% due 12/09/10		4,721,000		4,719,797
0.286% due 12/16/10†		2,000,000		1,999,479
0.150% due 12/23/10		750,000		749,761
0.151% due 12/30/10		33,750,000		33,736,648
0.130% due 01/06/11		15,212,000		15,206,726
0.160% due 01/13/11		10,000,000		9,996,280
0.185% due 01/20/11		1,000,000		999,588

Total short-term U.S. government and agency obligations (cost $186,891,848)			$	186,899,158

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures – COMEX, expires December 2010		105	$	11,456,025	$	1,462,145

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver		10/11/10	$	4,380,800	$	96,702,217	$	2,285,912
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver		10/11/10		13,314,000		293,894,568		6,601,299

							$	8,887,211

†	All or partial amount segregated as collateral for forward agreements.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

-35-

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	78,646		$	9,926		$	195,896		$	20,640

Expenses
Management fee		399,644			205,584			1,191,495			405,532
Brokerage commissions		1,147			1,330			4,502			3,564
Offering costs		—			19,533			—			57,963

Total expenses		400,791			226,447			1,195,997			467,059

Net investment income (loss)		(322,145	)		(216,521	)		(1,000,101	)		(446,419	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		190,144			538,547			501,563			1,113,941
Forward agreements		35,224,898			21,549,376			59,964,658			29,227,072
Short-term U.S. government and agency obligations		1,786			—			9,769			—

Net realized gain (loss)		35,416,828			22,087,923			60,475,990			30,341,013

Change in net unrealized appreciation/depreciation on
Futures contracts		1,350,910			1,005,165			2,030,945			616,880
Forward agreements		16,104,902			7,281,486			16,115,398			6,047,778
Short-term U.S. government and agency obligations		(10,906	)		—			14,613			—

Change in net unrealized appreciation/depreciation		17,444,906			8,286,651			18,160,956			6,664,658

Net realized and unrealized gain (loss)		52,861,734			30,374,574			78,636,946			37,005,671

Net income (loss)	$	52,539,589		$	30,158,053		$	77,636,845		$	36,559,252

Net income (loss) per weighted-average share	$	19.99		$	14.65		$	27.83		$	24.39

Weighted-average shares outstanding		2,628,818			2,059,253			2,789,758			1,498,732

See accompanying notes to financial statements.

-36-

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	145,416,382

Addition of 1,400,000 shares		76,723,828
Redemption of 1,600,000 shares		(98,805,091	)

Net addition (redemption) of (200,000) shares		(22,081,263	)


Net investment income (loss)		(1,000,101	)
Net realized gain (loss)		60,475,990
Change in net unrealized appreciation/depreciation		18,160,956

Net income (loss)		77,636,845


Shareholders’ equity, at September 30, 2010	$	200,971,964

See accompanying notes to financial statements.

-37-

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	77,636,845		$	36,559,252
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for forward agreements		—			(33,900,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		288,163			(410,676	)
Net sale (purchase) of short-term U.S. government and agency obligations		(29,112,472	)		(25,957,854	)
Change in unrealized appreciation/depreciation on investments		(16,130,011	)		(6,047,778	)
Decrease (Increase) in receivable on futures contracts		—			(161,955	)
Decrease (Increase) in receivable from Sponsor		—			30,776
Amortization of offering cost		—			57,963
Increase (Decrease) in management fee payable		16,255			—
Increase (Decrease) in payable to Sponsor		—			173,433
Increase (Decrease) in accounts payable		—			(42,976	)

Net cash provided by (used in) operating activities		32,698,780			(29,699,815	)

Cash flow from financing activities
Proceeds from addition of shares		76,723,828			105,873,258
Payment on shares redeemed		(104,812,514	)		(55,854,911	)

Net cash provided by (used in) financing activities		(28,088,686	)		50,018,347

Net increase (decrease) in cash		4,610,094			20,318,532
Cash, beginning of period		75,670			8,641,327

Cash, end of period	$	4,685,764		$	28,959,859

See accompanying notes to financial statements.

-38-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	1,924,493		$	78,312
Segregated cash balances with brokers for futures contracts		162,000			447,653
Short-term U.S. government and agency obligations (Note 3) (cost $62,159,537 and $64,775,162, respectively)		62,162,190			64,772,241
Unrealized appreciation on forward agreements		—			2,859,064
Receivable on open futures contracts		15,720			—

Total assets		64,264,403			68,157,270

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—			3,588,515
Management fee payable		49,073			52,610
Unrealized depreciation on forward agreements		3,301,618			—

Total liabilities		3,350,691			3,641,125

Shareholders’ equity
Paid-in capital		146,553,552			103,237,063
Accumulated earnings (deficit)		(85,639,840	)		(38,720,918	)

Total shareholders’ equity		60,913,712			64,516,145

Total liabilities and shareholders’ equity	$	64,264,403		$	68,157,270

Shares outstanding		2,779,914			1,370,001

Net asset value per share	$	21.91		$	47.09

Market value per share (Note 2)	$	22.51		$	47.90

See accompanying notes to financial statements.

-39-

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (102% of shareholders’ equity)
U.S. Treasury Bills:
0.230% due 10/07/10	$	5,000,000	$	4,999,918
0.135% due 10/21/10		3,460,000		3,459,753
0.137% due 11/04/10†		11,908,000		11,906,526
0.138% due 11/12/10		7,894,000		7,892,786
0.206% due 11/18/10†		5,800,000		5,799,016
0.171% due 11/26/10†		4,724,000		4,722,918
0.130% due 12/09/10		2,643,000		2,642,326
0.150% due 12/23/10		2,400,000		2,399,234
0.186% due 12/30/10†		11,000,000		10,995,648
0.135% due 01/13/11†		2,347,000		2,346,127
0.185% due 01/20/11†		5,000,000		4,997,938

Total short-term U.S. government and agency obligations (cost $62,159,537)			$	62,162,190

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires December 2010		24	$	2,618,520	$	(195,285	)

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive			Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver		10/11/10	$	(1,412,500	)	$	(31,179,666	)	$	(821,432	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver		10/11/10		(3,983,000	)		(87,921,140	)		(2,480,186	)

									$	(3,301,618	)

†	All or partial amount segregated as collateral for forward agreements.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

-40-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	28,202		$	6,330		$	67,469		$	11,491

Expenses
Management fee		146,320			98,681			443,414			136,762
Brokerage commissions		789			1,470			2,681			3,489
Offering costs		—			39,051			—			115,880

Total expenses		147,109			139,202			446,095			256,131

Net investment income (loss)		(118,907	)		(132,872	)		(378,626	)		(244,640	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(363,579	)		(112,815	)		(427,329	)		(299,386	)
Forward agreements		(17,463,923	)		(19,461,202	)		(39,581,361	)		(24,583,814	)
Short-term U.S. government and agency obligations		305			—			3,522			—

Net realized gain (loss)		(17,827,197	)		(19,574,017	)		(40,005,168	)		(24,883,200	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(186,735	)		(309,250	)		(380,020	)		(95,155	)
Forward agreements		(5,325,366	)		(4,999,690	)		(6,160,682	)		(3,805,910	)
Short-term U.S. government and agency obligations		(2,217	)		—			5,574			—

Change in net unrealized appreciation/depreciation		(5,514,318	)		(5,308,940	)		(6,535,128	)		(3,901,065	)

Net realized and unrealized gain (loss)		(23,341,515	)		(24,882,957	)		(46,540,296	)		(28,784,265	)

Net income (loss)	$	(23,460,422	)	$	(25,015,829	)	$	(46,918,922	)	$	(29,028,905	)

Net income (loss) per weighted-average share	$	(11.67	)	$	(33.00	)	$	(27.58	)	$	(69.84	)

Weighted-average shares outstanding		2,010,349			758,099			1,700,938			415,624

See accompanying notes to financial statements.

-41-

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	64,516,145

Addition of 2,670,000 shares (Note 1)		90,676,225
Redemption of 1,260,087 shares (Note 1)		(47,359,736	)

Net addition (redemption) of 1,409,913 shares (Note 1)		43,316,489


Net investment income (loss)		(378,626	)
Net realized gain (loss)		(40,005,168	)
Change in net unrealized appreciation/depreciation		(6,535,128	)

Net income (loss)		(46,918,922	)


Shareholders’ equity, at September 30, 2010	$	60,913,712

See accompanying notes to financial statements.

-42-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	(46,918,922	)	$	(29,028,905	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for forward agreements		—			(14,500,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		285,653			(118,825	)
Net sale (purchase) of short-term U.S. government and agency obligations		2,615,625			(14,202,886	)
Change in unrealized appreciation/depreciation on investments		6,155,108			3,805,910
Decrease (Increase) in receivable on futures contracts		(15,720	)		—
Decrease (Increase) in receivable from Sponsor		—			38,902
Amortization of offering cost		—			115,880
Increase (Decrease) in management fee payable		(3,537	)		—
Increase (Decrease) in payable to Sponsor		—			97,861
Increase (Decrease) in payable on futures contracts		—			(5,171	)
Increase (Decrease) in accounts payable		—			(97,742	)

Net cash provided by (used in) operating activities		(37,881,793	)		(53,894,976	)

Cash flow from financing activities
Proceeds from addition of shares		90,676,225			151,375,326
Payment on shares redeemed		(50,948,251	)		(70,168,022	)

Net cash provided by (used in) financing activities		39,727,974			81,207,304

Net increase (decrease) in cash		1,846,181			27,312,328
Cash, beginning of period		78,312			992,121

Cash, end of period	$	1,924,493		$	28,304,449

See accompanying notes to financial statements.

-43-

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	309,470	$	79,160
Short-term U.S. government and agency obligations (Note 3) (cost $10,041,002 and $7,736,562, respectively)		10,041,758		7,736,270
Unrealized appreciation on foreign currency forward contracts		1,765,784		—

Total assets		12,117,012		7,815,430

Liabilities and shareholders’ equity
Liabilities
Management fee payable		10,113		6,315
Unrealized depreciation on foreign currency forward contracts		—		277,258

Total liabilities		10,113		283,573

Shareholders’ equity
Paid-in capital		10,963,235		6,602,808
Accumulated earnings (deficit)		1,143,664		929,049

Total shareholders’ equity		12,106,899		7,531,857

Total liabilities and shareholders’ equity	$	12,117,012	$	7,815,430

Shares outstanding		450,014		250,014

Net asset value per share	$	26.90	$	30.13

Market value per share (Note 2)	$	26.93	$	30.17

See accompanying notes to financial statements.

-44-

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (83% of shareholders’ equity)
U.S. Treasury Bills:
0.230% due 10/07/10†	$	900,000	$	899,985
0.110% due 10/28/10		760,000		759,926
0.120% due 11/04/10		240,000		239,970
0.160% due 12/23/10		1,200,000		1,199,617
0.195% due 12/30/10†		4,385,000		4,383,265
0.130% due 01/06/11		760,000		759,737
0.185% due 01/20/11†		1,800,000		1,799,258

Total short-term U.S. government and agency obligations (cost $10,041,002)			$	10,041,758

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International		10/08/10		9,088,625		$	12,388,382		$	786,026
Euro with UBS AG		10/08/10		12,716,100			17,332,864			1,108,108

									$	1,894,134

Contracts to Sell
Euro with Goldman Sachs International		10/08/10		(64,600	)	$	(88,054	)	$	(3,839	)
Euro with UBS AG		10/08/10		(3,978,300	)		(5,422,679	)		(124,511	)

									$	(128,350	)

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

-45-

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	6,398		$	904		$	12,220		$	2,413

Expenses
Management fee		36,416			—			86,347			—
Offering costs		—			19,533			—			57,963
Limitation by Sponsor		—			(1,452	)		—			(13,505	)

Total expenses		36,416			18,081			86,347			44,458

Net investment income (loss)		(30,018	)		(17,177	)		(74,127	)		(42,045	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		1,189,073			765,701			(1,756,177	)		926,921
Short-term U.S. government and agency obligations		440			—			829			—

Net realized gain (loss)		1,189,513			765,701			(1,755,348	)		926,921

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		1,995,782			(143,081	)		2,043,042			(18,522	)
Short-term U.S. government and agency obligations		248			—			1,048			—

Change in net unrealized appreciation/depreciation		1,996,030			(143,081	)		2,044,090			(18,522	)

Net realized and unrealized gain (loss)		3,185,543			622,620			288,742			908,399

Net income (loss)	$	3,155,525		$	605,443		$	214,615		$	866,354

Net income (loss) per weighted-average share	$	5.01		$	2.42		$	0.43		$	3.88

Weighted-average shares outstanding		630,449			250,014			495,069			223,274

See accompanying notes to financial statements.

-46-

PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	7,531,857

Addition of 850,000 shares		20,023,154
Redemption of 650,000 shares		(15,662,727	)

Net addition (redemption) of 200,000 shares		4,360,427


Net investment income (loss)		(74,127	)
Net realized gain (loss)		(1,755,348	)
Change in net unrealized appreciation/depreciation		2,044,090

Net income (loss)		214,615


Shareholders’ equity, at September 30, 2010	$	12,106,899

See accompanying notes to financial statements.

-47-

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	214,615		$	866,354
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for foreign currency forward contracts		—			(830,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		(2,304,440	)		(701,994	)
Change in unrealized appreciation/depreciation on investments		(2,044,090	)		18,522
Decrease (Increase) in receivable from Sponsor		—			(13,503	)
Amortization of offering cost		—			57,963
Increase (Decrease) in management fee payable		3,798			—
Increase (Decrease) in accounts payable		—			(42,977	)

Net cash provided by (used in) operating activities		(4,130,117	)		(645,635	)

Cash flow from financing activities
Proceeds from addition of shares		20,023,154			3,982,252
Payment on shares redeemed		(15,662,727	)		(1,338,114	)

Net cash provided by (used in) financing activities		4,360,427			2,644,138

Net increase (decrease) in cash		230,310			1,998,503
Cash, beginning of period		79,160			4,467,380

Cash, end of period	$	309,470		$	6,465,883

See accompanying notes to financial statements.

-48-

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	4,669,027		$	76,035
Short-term U.S. government and agency obligations (Note 3) (cost $317,467,966 and $98,876,200, respectively)		317,488,361			98,870,358
Unrealized appreciation on foreign currency forward contracts		—			1,954,967

Total assets		322,157,388			100,901,360

Liabilities and shareholders’ equity
Liabilities
Management fee payable		254,589			53,574
Unrealized depreciation on foreign currency forward contracts		44,282,960			—

Total liabilities		44,537,549			53,574

Shareholders’ equity
Paid-in capital		280,357,122			110,049,449
Accumulated earnings (deficit)		(2,737,283	)		(9,201,663	)

Total shareholders’ equity		277,619,839			100,847,786

Total liabilities and shareholders’ equity	$	322,157,388		$	100,901,360

Shares outstanding		14,000,014			5,400,014

Net asset value per share	$	19.83		$	18.68

Market value per share (Note 2)	$	19.82		$	18.70

See accompanying notes to financial statements.

-49-

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (114% of shareholders’ equity)
U.S. Treasury Bills:
0.230% due 10/07/10	$	21,300,000	$	21,299,651
0.150% due 10/14/10		49,000,000		48,998,197
0.182% due 10/21/10		30,563,000		30,560,818
0.207% due 11/04/10		68,000,000		67,991,581
0.139% due 11/12/10		36,945,000		36,939,318
0.224% due 11/18/10†		30,590,000		30,584,809
0.189% due 11/26/10†		31,052,000		31,044,886
0.130% due 12/09/10		4,336,000		4,334,895
0.286% due 12/16/10†		14,000,000		13,996,354
0.150% due 12/23/10†		8,220,000		8,217,379
0.160% due 12/30/10†		10,530,000		10,525,834
0.185% due 01/20/11†		13,000,000		12,994,639

Total short-term U.S. government and agency obligations (cost $317,467,966)			$	317,488,361

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International		10/08/10		83,196,500		$	113,402,195		$	3,915,346
Euro with UBS AG		10/08/10		71,122,800			96,944,964			2,328,064

									$	6,243,410

Contracts to Sell
Euro with Goldman Sachs International		10/08/10		(275,824,625	)	$	(375,966,753	)	$	(24,573,370	)
Euro with UBS AG		10/08/10		(285,937,800	)		(389,751,663	)		(25,953,000	)

									$	(50,526,370	)

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

-50-

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	182,133		$	6,324		$	415,352		$	19,433

Expenses
Management fee		846,458			74,418			2,336,429			193,697
Offering costs		—			19,533			—			57,963

Total expenses		846,458			93,951			2,336,429			251,660

Net investment income (loss)		(664,325	)		(87,627	)		(1,921,077	)		(232,227	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(33,898,742	)		(4,327,686	)		54,569,532			(11,530,010	)
Short-term U.S. government and agency obligations		2,281			—			27,615			—

Net realized gain (loss)		(33,896,461	)		(4,327,686	)		54,597,147			(11,530,010	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(49,916,146	)		689,838			(46,237,927	)		600,223
Short-term U.S. government and agency obligations		(20,078	)		—			26,237			—

Change in net unrealized appreciation/depreciation		(49,936,224	)		689,838			(46,211,690	)		600,223

Net realized and unrealized gain (loss)		(83,832,685	)		(3,637,848	)		8,385,457			(10,929,787	)

Net income (loss)	$	(84,497,010	)	$	(3,725,475	)	$	6,464,380		$	(11,162,014	)

Net income (loss) per weighted-average share	$	(5.34	)	$	(1.80	)	$	0.44		$	(6.59	)

Weighted-average shares outstanding		15,810,884			2,065,775			14,723,457			1,694,886

See accompanying notes to financial statements.

-51-

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	100,847,786

Addition of 19,300,000 shares		420,921,692
Redemption of 10,700,000 shares		(250,614,019	)

Net addition (redemption) of 8,600,000 shares		170,307,673


Net investment income (loss)		(1,921,077	)
Net realized gain (loss)		54,597,147
Change in net unrealized appreciation/depreciation		(46,211,690	)

Net income (loss)		6,464,380


Shareholders’ equity, at September 30, 2010	$	277,619,839

See accompanying notes to financial statements.

-52-

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	6,464,380		$	(11,162,014	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for foreign currency forward contracts		—			(4,870,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		(218,591,766	)		(15,429,918	)
Change in unrealized appreciation/depreciation on investments		46,211,690			(600,223	)
Decrease (Increase) in receivable from Sponsor		—			32,234
Amortization of offering cost		—			57,963
Increase (Decrease) in management fee payable		201,015			—
Increase (Decrease) in payable to Sponsor		—			73,914
Increase (Decrease) in accounts payable		—			(42,977	)

Net cash provided by (used in) operating activities		(165,714,681	)		(31,941,021	)

Cash flow from financing activities
Proceeds from addition of shares		420,921,692			63,777,785
Payment on shares redeemed		(250,614,019	)		(21,139,508	)

Net cash provided by (used in) financing activities		170,307,673			42,638,277

Net increase (decrease) in cash		4,592,992			10,697,256
Cash, beginning of period		76,035			7,121,112

Cash, end of period	$	4,669,027		$	17,818,368

See accompanying notes to financial statements.

-53-

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	190,843	$	85,344
Short-term U.S. government and agency obligations (Note 3) (cost $6,133,404 and $4,155,279, respectively)		6,133,476		4,155,133
Unrealized appreciation on foreign currency forward contracts		52,314		—

Total assets		6,376,633		4,240,477

Liabilities and shareholders’ equity
Liabilities
Management fee payable		4,866		3,397
Unrealized depreciation on foreign currency forward contracts		—		315,813

Total liabilities		4,866		319,210

Shareholders’ equity
Paid-in capital		5,428,306		3,969,617
Accumulated earnings (deficit)		943,461		(48,350	)

Total shareholders’ equity		6,371,767		3,921,267

Total liabilities and shareholders’ equity	$	6,376,633	$	4,240,477

Shares outstanding		200,014		150,014

Net asset value per share	$	31.86	$	26.14

Market value per share (Note 2)	$	31.93	$	26.58

See accompanying notes to financial statements.

-54-

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (96% of shareholders’ equity)
U.S. Treasury Bills:
0.230% due 10/07/10†	$	700,000	$	699,989
0.135% due 10/21/10		487,000		486,965
0.110% due 10/28/10		251,000		250,976
0.180% due 11/04/10†		534,000		533,934
0.138% due 11/12/10		365,000		364,944
0.150% due 11/18/10		140,000		139,976
0.145% due 11/26/10		487,000		486,888
0.130% due 12/09/10		100,000		99,974
0.157% due 12/23/10		420,000		419,866
0.160% due 12/30/10		2,400,000		2,399,051
0.130% due 01/06/11		251,000		250,913

Total short-term U.S. government and agency obligations (cost $6,133,404)			$	6,133,476

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International		10/08/10		421,140,000		$	5,042,857		$	21,232
Yen with UBS AG		10/08/10		682,610,000			8,173,777			42,105

									$	63,337

Contracts to Sell
Yen with Goldman Sachs International		10/08/10		(38,640,000	)	$	(462,687	)	$	(10,116	)
Yen with UBS AG		10/08/10		(2,800,000	)		(33,528	)		(907	)

									$	(11,023	)

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

-55-

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	2,242		$	509		$	4,788		$	1,456

Expenses
Management fee		13,416			—			32,485			—
Offering costs		—			19,533			—			57,962
Limitation by Sponsor		—			(8,704	)		—			(29,650	)

Total expenses		13,416			10,829			32,485			28,312

Net investment income (loss)		(11,174	)		(10,320	)		(27,697	)		(26,856	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		849,525			314,239			651,232			(393,981	)
Short-term U.S. government and agency obligations		—			—			(69	)		—

Net realized gain (loss)		849,525			314,239			651,163			(393,981	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(217,085	)		248,893			368,127			349,677
Short-term U.S. government and agency obligations		(273	)		—			218			—

Change in net unrealized appreciation/depreciation		(217,358	)		248,893			368,345			349,677

Net realized and unrealized gain (loss)		632,167			563,132			1,019,508			(44,304	)

Net income (loss)	$	620,993		$	552,812		$	991,811		$	(71,160	)

Net income (loss) per weighted-average share	$	3.36		$	3.18		$	6.13		$	(0.46	)

Weighted-average shares outstanding		184,797			173,927			161,736			155,509

See accompanying notes to financial statements.

-56-

PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	3,921,267

Addition of 50,000 shares		1,458,689


Net investment income (loss)		(27,697	)
Net realized gain (loss)		651,163
Change in net unrealized appreciation/depreciation		368,345

Net income (loss)		991,811


Shareholders’ equity, at September 30, 2010	$	6,371,767

See accompanying notes to financial statements.

-57-

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	991,811		$	(71,160	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for foreign currency forward contracts		—			(590,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		(1,978,125	)		(1,348,991	)
Change in unrealized appreciation/depreciation on investments		(368,345	)		(349,677	)
Decrease (Increase) in receivable from Sponsor		—			(29,650	)
Amortization of offering cost		—			57,962
Increase (Decrease) in management fee payable		1,469			—
Increase (Decrease) in accounts payable		—			(42,975	)

Net cash provided by (used in) operating activities		(1,353,190	)		(2,374,491	)

Cash flow from financing activities
Proceeds from addition of shares		1,458,689			2,725,367
Payment on shares redeemed		—			(1,256,100	)

Net cash provided by (used in) financing activities		1,458,689			1,469,267

Net increase (decrease) in cash		105,499			(905,224	)
Cash, beginning of period		85,344			2,986,826

Cash, end of period	$	190,843		$	2,081,602

See accompanying notes to financial statements.

-58-

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	4,959,433		$	75,424
Short-term U.S. government and agency obligations (Note 3) (cost $160,264,478 and $62,597,986, respectively)		160,272,225			62,595,795
Unrealized appreciation on foreign currency forward contracts		—			4,865,068

Total assets		165,231,658			67,536,287

Liabilities and shareholders’ equity
Liabilities
Management fee payable		128,910			48,370
Unrealized depreciation on foreign currency forward contracts		1,733,547			—

Total liabilities		1,862,457			48,370

Shareholders’ equity
Paid-in capital		199,121,027			69,482,929
Accumulated earnings (deficit)		(35,751,826	)		(1,995,012	)

Total shareholders’ equity		163,369,201			67,487,917

Total liabilities and shareholders’ equity	$	165,231,658		$	67,536,287

Shares outstanding		9,800,014			3,150,014

Net asset value per share	$	16.67		$	21.42

Market value per share (Note 2)	$	16.68		$	21.30

See accompanying notes to financial statements.

-59-

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (98% of shareholders’ equity)
U.S. Treasury Bills:
0.230% due 10/07/10	$	15,000,000	$	14,999,754
0.110% due 10/14/10		4,935,000		4,934,818
0.135% due 10/21/10		9,045,000		9,044,354
0.110% due 10/28/10		11,949,000		11,947,835
0.210% due 11/04/10		5,000,000		4,999,381
0.138% due 11/12/10		8,558,000		8,556,684
0.221% due 11/18/10		12,095,000		12,092,947
0.203% due 11/26/10†		18,003,000		17,998,875
0.130% due 12/09/10		8,809,000		8,806,755
0.286% due 12/16/10		1,500,000		1,499,609
0.156% due 12/23/10†		8,010,000		8,007,446
0.177% due 12/30/10†		31,190,000		31,177,661
0.130% due 01/06/11		11,949,000		11,944,857
0.135% due 01/13/11		3,267,000		3,265,785
0.185% due 01/20/11†		11,000,000		10,995,464

Total short-term U.S. government and agency obligations (cost $160,264,478)			$	160,272,225

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International		10/08/10		3,369,670,000		$	40,349,439		$	560,143
Yen with UBS AG		10/08/10		1,717,910,000			20,570,770			251,114

									$	811,257


Contracts to Sell
Yen with Goldman Sachs International		10/08/10		(15,769,330,000	)	$	(188,826,687	)	$	(1,448,408	)
Yen with UBS AG		10/08/10		(16,586,520,000	)		(198,611,965	)		(1,096,396	)

									$	(2,544,804	)

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of September 30, 2010. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

-60-

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
Investment Income
Interest	$	74,322		$	5,266		$	160,451		$	21,843

Expenses
Management fee		376,573			53,580			975,343			206,283
Offering costs		—			19,534			—			57,964

Total expenses		376,573			73,114			975,343			264,247

Net investment income (loss)		(302,251	)		(67,848	)		(814,892	)		(242,404	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(26,657,675	)		(2,786,090	)		(26,358,762	)		(4,186,508	)
Short-term U.S. government and agency obligations		580			—			5,517			—

Net realized gain (loss)		(26,657,095	)		(2,786,090	)		(26,353,245	)		(4,186,508	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		8,158,466			(1,715,520	)		(6,598,615	)		(980,619	)
Short-term U.S. government and agency obligations		(4,590	)		—			9,938			—

Change in net unrealized appreciation/depreciation		8,153,876			(1,715,520	)		(6,588,677	)		(980,619	)

Net realized and unrealized gain (loss)		(18,503,219	)		(4,501,610	)		(32,941,922	)		(5,167,127	)

Net income (loss)	$	(18,805,470	)	$	(4,569,458	)	$	(33,756,814	)	$	(5,409,531	)

Net income (loss) per weighted-average share	$	(2.12	)	$	(3.32	)	$	(4.74	)	$	(3.45	)

Weighted-average shares outstanding		8,875,557			1,375,014			7,115,765			1,568,512

See accompanying notes to financial statements.

-61-

PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010

(unaudited)


Shareholders’ equity, at December 31, 2009	$	67,487,917

Addition of 9,150,000 shares		177,810,290
Redemption of 2,500,000 shares		(48,172,192	)

Net addition (redemption) of 6,650,000 shares		129,638,098


Net investment income (loss)		(814,892	)
Net realized gain (loss)		(26,353,245	)
Change in net unrealized appreciation/depreciation		(6,588,677	)

Net income (loss)		(33,756,814	)


Shareholders’ equity, at September 30, 2010	$	163,369,201

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(unaudited)


	Nine months ended September 30, 2010			Nine months ended September 30, 2009
Cash flow from operating activities
Net income (loss)	$	(33,756,814	)	$	(5,409,531	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for foreign currency forward contracts		—			(3,480,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		(97,666,492	)		(6,475,961	)
Change in unrealized appreciation/depreciation on investments		6,588,677			980,619
Decrease (Increase) in receivable from Sponsor		—			33,660
Amortization of offering cost		—			57,964
Increase (Decrease) in management fee payable		80,540			—
Increase (Decrease) in payable to Sponsor		—			55,725
Increase (Decrease) in accounts payable		—			(42,978	)

Net cash provided by (used in) operating activities		(124,754,089	)		(14,280,502	)

Cash flow from financing activities
Proceeds from addition of shares		177,810,290			68,279,995
Payment on shares redeemed		(48,172,192	)		(42,852,254	)

Net cash provided by (used in) financing activities		129,638,098			25,427,741

Net increase (decrease) in cash		4,884,009			11,147,239
Cash, beginning of period		75,424			1,970,377

Cash, end of period	$	4,959,433		$	13,117,616

See accompanying notes to financial statements.

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PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(unaudited)

NOTE 1 – ORGANIZATION

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) was organized as a Delaware statutory trust on October 9, 2007 and offers common units of beneficial interest (the “Shares”) in each of its twelve series (each, a “Fund”, and collectively, the “Funds”). The twelve separate series are: ProShares Ultra DJ-UBS Commodity (formerly ProShares Ultra DJ-AIG Commodity), ProShares UltraShort DJ-UBS Commodity (formerly ProShares UltraShort DJ-AIG Commodity), ProShares Ultra DJ-UBS Crude Oil (formerly ProShares Ultra DJ-AIG Crude Oil), ProShares UltraShort DJ-UBS Crude Oil (formerly ProShares UltraShort DJ-AIG Crude Oil), ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares Ultra Euro, ProShares UltraShort Euro, ProShares Ultra Yen and ProShares UltraShort Yen. The Trust has also registered shares for two additional series: ProShares Short DJ-UBS Natural Gas and ProShares Short Gold (each, a “New Fund,” and collectively, the “New Funds”). As of September 30, 2010, each of the New Funds had seed capital of $200, but had not commenced investment operations; therefore, Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity and Statements of Cash Flows for the New Funds are not included in these financial statements.

The Trust had no operations prior to November 24, 2008 other than matters relating to its organization, the registration of each series under the Securities Act of 1933, as amended, and the sale and issuance to ProShare Capital Management LLC (the “Sponsor”) of fourteen Shares of each Fund at an aggregate purchase price of $350 in each of the Funds.

Eight of the Funds, ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra Euro, ProShares UltraShort Euro, ProShares Ultra Yen and ProShares UltraShort Yen, commenced investment operations on November 24, 2008, and four of the Funds, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver and ProShares UltraShort Silver, commenced investment operations on December 1, 2008. As of September 30, 2010, ProShares Short DJ-UBS Natural Gas and ProShares Short Gold had not yet commenced investment operations.

Each “Ultra” Fund seeks daily investment results (before fees and expenses) that correspond to twice (200%) the daily performance of its corresponding benchmark. Each “Short” Fund seeks daily investment results (before fees and expenses) that correspond to the inverse (opposite) of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results (before fees and expenses) that correspond to twice (200%) the inverse (opposite) of the daily performance of its corresponding benchmark. Each Fund generally invests in Financial Instruments (i.e., commodity-based or currency-based instruments whose value is derived from the value of an underlying asset, rate or index) as a substitute for investing directly in a commodity or currency in order to gain exposure to the commodity index, commodity or currency. Financial Instruments also are used to produce economically “leveraged” or “inverse” investment results and may include futures contracts and options on futures contracts, swap agreements, forward contracts and other commodity-based or currency-based options contracts.

The Funds do not seek to achieve their stated investment objective over a period of time greater than one day because mathematical compounding prevents the Funds from achieving such results. Accordingly, results over periods of time greater than one day should not be expected to be a simple multiple (+200 or -200%) of the period return of the corresponding benchmark and will likely differ significantly. Investors should monitor their ProShares holdings consistent with their strategies, as frequently as daily.

ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil and ProShares UltraShort DJ-UBS Crude Oil each have a benchmark designed to track the performance of commodity futures contracts. The daily performance of these indexes and the corresponding funds will likely be very different from the daily performance of the price of the related physical commodities.

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On May 6, 2009, UBS Securities LLC acquired the commodity business of AIG Financial Products Corp. Effective May 7, 2009, the Dow Jones-AIG Commodity Indexes were re-branded as the Dow Jones-UBS Commodity Indexes. The Dow Jones-UBS Commodity Indexes have an identical methodology to the Dow Jones-AIG Commodity Indexes and take the identical form and format of the Dow Jones-AIG Commodity Indexes. In connection therewith:

The following Indexes were renamed:


Former Index Name		New Index Name
Dow Jones-AIG Commodity Index		Dow Jones-UBS Commodity Index
Dow Jones-AIG Crude Oil Sub-Index		Dow Jones-UBS Crude Oil Sub-Index

The following Funds were renamed:

Former Fund Name		New Fund Name
ProShares Ultra DJ-AIG Commodity		ProShares Ultra DJ-UBS Commodity
ProShares UltraShort DJ-AIG Commodity		ProShares UltraShort DJ-UBS Commodity
ProShares Ultra DJ-AIG Crude Oil		ProShares Ultra DJ-UBS Crude Oil
ProShares UltraShort DJ-AIG Crude Oil		ProShares UltraShort DJ-UBS Crude Oil

Prior to the opening of trading on the NYSE Arca on April 15, 2010, ProShares UltraShort Gold executed a 1-for-5 reverse split of shares, and ProShares UltraShort Silver executed a 1-for-10 reverse split of shares. The funds traded at their post-split prices on April 15, 2010. The ticker symbols for the funds did not change, and they continue to trade on the NYSE Arca.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by each Fund and each New Fund, as applicable, in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Funds’ financial statements included in the Trust’s Annual Report on Form 10-K for the period ended December 31, 2009, as filed with the SEC on March 1, 2010.

Use of Estimates & Indemnifications

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these financial statements. Actual results could differ from those estimates.

In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust’s maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of loss to be remote.

Statement of Cash Flows

The cash amount shown in the Statements of Cash Flows is the amount reported as cash in the Statement of Financial Condition dated September 30, 2010, and represents non-segregated cash with the custodian and does not include short-term investments.

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Final Net Asset Value for Fiscal Period

The times of the calculation of the Funds’ final net asset value for creation and redemption of fund shares for the period ended September 30, 2010 were as follows. All times are Eastern Time:


	NAV Calculation Time		NAV Calculation Date
UltraSilver, UltraShort Silver		7:00 A.M.		September 30
Ultra Gold, UltraShort Gold		10:00 A.M.		September 30
Ultra DJ-UBS Commodity, UltraShort DJ-UBS Commodity		2:30 P.M.		September 30
Ultra DJ-UBS Crude Oil, UltraShort DJ-UBS Crude Oil		2:30 P.M.		September 30
Ultra Euro, UltraShort Euro		4:00 P.M.		September 30
Ultra Yen, UltraShort Yen		4:00 P.M.		September 30

Although the Funds’ shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, these times represent the final opportunity to transact in creation or redemption units for the three months ended September 30, 2010

Market value per share is determined at the close of the New York Stock Exchange and may be later than when the Funds’ NAV per share is calculated.

For financial reporting purposes, the Fund values transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements differs from those used in the calculation of some Funds’ final creation/redemption NAV for the three months ended September 30, 2010.

Investment Valuation

Short-term investments are valued at market price.

Derivatives (e.g., futures, swaps and forward agreements) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for the Gold and Silver Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures in the Gold and Silver Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value price would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards.

Fair value pricing may require subjective determinations about the value of an investment. While the Funds’ policy is intended to result in a calculation of a Fund’s NAV that fairly reflects investment values as of the time of pricing, the Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by a Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

Fair Value of Financial Instruments

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Funds (observable inputs); and (2) the Funds’ own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the disclosure requirements hierarchy are as follows:

Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

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Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level III – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

In some instances, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair value measurement in its entirety.

Fair value measurements also require additional disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances indicate that a transaction is not orderly.

The following table summarizes the valuation of investments at September 30, 2010 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
	Short-Term U.S. Government and Agencies		Futures Contracts			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
Ultra DJ-UBS Commodity	$	8,889,239	$	—		$	—		$	—		$	719,690		$	9,608,929
UltraShort DJ-UBS Commodity		1,431,735		—			—			—			(101,643	)		1,330,092
Ultra DJ-UBS Crude Oil		424,924,279		15,898,600			—			—			30,223,794			471,046,673
UltraShort DJ-UBS Crude Oil		44,124,971		(1,354,220	)		—			—			(2,990,288	)		39,780,463
Ultra Gold		197,943,632		665,710			2,971,413			—			—			201,580,755
UltraShort Gold		74,382,131		(184,260	)		(1,176,126	)		—			—			73,021,745
Ultra Silver		186,899,158		1,462,145			8,887,211			—			—			197,248,514
UltraShort Silver		62,162,190		(195,285	)		(3,301,618	)		—			—			58,665,287
Ultra Euro		10,041,758		—			—			1,765,784			—			11,807,542
UltraShort Euro		317,488,361		—			—			(44,282,960	)		—			273,205,401
Ultra Yen		6,133,476		—			—			52,314			—			6,185,790
UltraShort Yen		160,272,225		—			—			(1,733,547	)		—			158,538,678

At September 30, 2010, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

At September 30, 2010, there were no significant transfers in or out of Level I and Level II fair value measurements.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

Investment Transactions and Related Income

Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation/depreciation on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized appreciation/depreciation between periods are reflected in the Statements of Operations. Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

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Brokerage Commissions and Fees

Each Fund pays its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis.

Federal Income Tax

Each Fund and each New Fund is registered as a series of a Delaware statutory trust and is or will be treated as a partnership for U.S. federal income tax purposes. Accordingly, no Fund expects to incur U.S. federal income tax liability; rather, each beneficial owner of a Fund’s or New Fund’s Shares is or will be required to take into account its allocable share of its Fund’s or New Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year.

Management of the Funds has reviewed all open tax years and major jurisdictions and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing basis, management will monitor its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary based on factors including, but not limited to, further implementation of guidance expected from the Financial Accounting Standards Board and on-going analysis of tax law, regulation, and interpretations thereof.

NOTE 3 – INVESTMENTS

Short-Term Investments

The Funds may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less. A portion of these investments may be posted as collateral in connection with swap agreements and/or used as margin for a Fund’s trading in futures and forward contracts.

Accounting for Derivative Instruments

In seeking to achieve each Fund’s investment objective, the Sponsor uses a mathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions that the Sponsor believes in combination should produce daily returns consistent with a Fund’s objective.

All open derivative positions at period-end for each Fund are disclosed in the Schedule of Investments and the notional value of these open positions relative to the shareholders’ equity of each Fund is generally representative of the notional value of open positions to shareholders’ equity throughout the reporting period for each respective Fund. The volume associated with derivative positions varies on a daily basis as each Fund transacts derivative contracts in order to achieve the appropriate exposure, as expressed in notional value, in comparison to shareholders’ equity consistent with each Fund’s investment objective.

Following is a description of the derivative instruments used by the Funds during the reporting period, including the primary underlying risk exposures related to each instrument type.

Futures Contracts

The Funds enter into futures contracts to gain exposure to changes in the value of an underlying commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of a commodity at a specified time and place. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery.

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Upon entering into a futures contract, each Fund is required to deposit and maintain as collateral at least such initial margin as required by the exchange on which the transaction is effected. The initial margin is segregated as cash balances with brokers for futures contracts, as disclosed in the Statements of Financial Condition, and is restricted as to its use. Pursuant to the futures contract, each Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments are known as variation margin and are recorded by each Fund as unrealized gains or losses. Each Fund will realize a gain or loss upon closing of a futures transaction.

Futures contracts involve, to varying degrees, elements of market risk (specifically commodity price risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying securities or commodity and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal counterparty risk to the Funds since futures contracts are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contracts against default.

Swap Agreements

The Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) commodities, or to create an economic hedge against a position. Swap agreements are two-party contracts entered into primarily with institutional investors for a specified period, ranging from a day to more than one year. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. In the case of futures contracts based indices, such as those used by the Commodity Index Funds, the reference interest rate is zero. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of securities or other underlying instruments.

Generally, swap agreements entered into by the Funds calculate and settle the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, each Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of such obligations (or rights) (the “net amount”). In a typical swap agreement entered into by an Ultra Fund, the Ultra Fund would be entitled to settlement payments in the event the benchmark increases and would be required to make payments to the swap counterparties in the event the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. In a typical swap agreement entered into by an UltraShort Fund, the UltraShort Fund would be required to make payments to the swap counterparties in the event the benchmark increases and would be entitled to settlement payments in the event the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay.

The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate NAV at least equal to such accrued excess is maintained in a segregated account by the Funds’ Custodian. Until a swap agreement is settled in cash, the gain or loss on the notional amount less any transaction costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced Index.

The Trust, on behalf of a Fund, may enter into agreements with certain counterparties for derivative transactions. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed the party under the agreement. This could cause a Fund to have to enter into a new transaction with the same counterparty, enter into a transaction with a different counterparty or seek to achieve its investment objective through any number of different investments or investment techniques.

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Swap agreements involve, to varying degrees, elements of market risk (commodity price risk) and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlation between movements in the notional amount and the price of the underlying reference index and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will enter into swap agreements only with large, well-capitalized and well established financial institutions. The creditworthiness of each of the firms which is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties and limiting the net amount due from any individual counterparty. All of the outstanding swap agreements at September 30, 2010 contractually terminate within one month but may be terminated without penalty by either party daily. Upon termination, the Fund is entitled to pay or receive the “unrealized appreciation or depreciation” amount.

The Funds collateralize swap agreements with cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments and such collateral is held for the benefit of the counterparty in a segregated account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek return of this collateral and may incur certain costs and time delays in exercising its right with respect to the collateral.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties, as those amounts are not similarly collateralized by the counterparty. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

Forward Contracts

The Funds enter into forward contracts for purposes of pursuing their investment objectives and as a substitute for investing directly in (or shorting) commodities/currencies. A forward contract is an agreement between two parties to purchase or sell a specified quantity of a commodity or currency at or before a specified date in the future at a specified price. Forward contracts are typically traded in the over-the-counter (“OTC”) markets and all details of the contract are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets.

The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or currency, establishing an opposite position in the contract and recognizing the profit or loss on both positions simultaneously on the delivery date or, in some instances, paying a cash settlement before the designated date of delivery. The forward contracts are adjusted by the daily fluctuation of the underlying commodity or currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date.

Forward contracts are, in general, not cleared or guaranteed by a third party. The Funds may collateralize forward commodity contracts with cash and/or certain securities as indicated on their Statements of Financial Condition or Schedules of Investments and such collateral is held for the benefit of the counterparty in a segregated account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek return of this collateral and may incur certain costs exercising its right with respect to the collateral.

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Participants in trading foreign exchange forward contracts often do not require margin deposits, but rely upon internal credit limitations and their judgments regarding the creditworthiness of their counterparties.

A Fund will enter into forward contracts only with large, well-capitalized and well established financial institutions. The creditworthiness of each of the firms which is a party to a forward contract is monitored by the Sponsor.

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Fair Value of Derivative Instruments

as of September 30, 2010

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for as

hedging

instruments

Statements of
Financial
Condition
Location

Fund

Unrealized
Appreciation

Statements of
Financial
Condition
Location

Fund

Unrealized
Depreciation

Commodities Contracts

Receivables on open futures contracts, unrealized appreciation on swap and/or forward agreements

ProShares Ultra DJ-UBS Commodity

719,690

Payable on open futures contracts, unrealized depreciation on swap and/or forward agreements

ProShares UltraShort DJ-UBS Commodity

101,643

ProShares Ultra DJ-UBS Crude Oil*

46,122,394

ProShares UltraShort DJ-UBS Crude Oil*

4,344,508

ProShares Ultra Gold*

3,637,123

ProShares UltraShort Gold*

1,360,386

ProShares Ultra Silver*

10,349,356

ProShares UltraShort Silver*

3,496,903

Foreign Exchange Contracts

Unrealized appreciation on foreign currency forward contracts

ProShares Ultra Euro

1,894,134

Unrealized depreciation on foreign currency forward contracts

ProShares Ultra Euro

128,350

ProShares UltraShort Euro

6,243,410

ProShares UltraShort Euro

50,526,370

ProShares Ultra Yen

63,337

ProShares Ultra Yen

11,023

ProShares UltraShort Yen

811,257

ProShares UltraShort Yen

2,544,804

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

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Fair Value of Derivative Instruments

as of December 31, 2009

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for as

hedging

instruments

Statements of
Financial
Condition
Location

Fund

Unrealized
Appreciation

Statements of
Financial
Condition
Location

Fund

Unrealized
Depreciation

Commodities Contracts

Receivables on open futures contracts, unrealized appreciation on swap and/or forward agreements

ProShares Ultra DJ-UBS Commodity

1,177,968

Payable on open futures contracts, unrealized depreciation on swap and/or forward agreements

ProShares UltraShort DJ-UBS Commodity

216,605

ProShares Ultra DJ-UBS Crude Oil*

38,006,876

ProShares UltraShort DJ-UBS Crude Oil*

4,046,389

ProShares UltraShort Gold*

2,183,202

ProShares Ultra Gold*

5,428,460

ProShares UltraShort Silver*

3,043,799

ProShares Ultra Silver*

7,796,987

Foreign Exchange Contracts

Unrealized appreciation on foreign currency forward contracts

ProShares Ultra Euro

383

Unrealized depreciation on foreign currency forward contracts

ProShares Ultra Euro

277,641

ProShares UltraShort Euro

1,965,377

ProShares UltraShort Euro

10,410

ProShares Ultra Yen

5,135

ProShares Ultra Yen

320,948

ProShares UltraShort Yen

4,880,828

ProShares UltraShort Yen

15,760

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

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The Effect of Derivative Instruments on the Statements of Operations

For the three months ended September 30, 2010


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation/ Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	2,113,541		$	178,290
		ProShares UltraShort DJ-UBS Commodity		(806,167	)		335,891
		ProShares Ultra DJ-UBS Crude Oil		38,009,578			22,160,030
		ProShares UltraShort DJ-UBS Crude Oil		7,955,152			(3,545,802	)
		ProShares Ultra Gold		7,178,424			9,270,118
		ProShares UltraShort Gold		(5,235,941	)		(3,101,100	)
		ProShares Ultra Silver		35,415,042			17,455,812
		ProShares UltraShort Silver		(17,827,502	)		(5,512,101	)

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/changes in unrealized appreciation/ depreciation on foreign currency forward contracts	ProShares Ultra Euro		1,189,073			1,995,782
		ProShares UltraShort Euro		(33,898,742	)		(49,916,146	)
		ProShares Ultra Yen		849,525			(217,085	)
		ProShares UltraShort Yen		(26,657,675	)		8,158,466

The Effect of Derivative Instruments on the Statements of Operations For the three months ended September 30, 2009

Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements /changes in unrealized appreciation/depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	(1,842,980	)	$	2,374,398
		ProShares UltraShort DJ-UBS Commodity		(457,048	)		(310,626	)
		ProShares Ultra DJ-UBS Crude Oil		(8,074,297	)		10,652,490
		ProShares UltraShort DJ-UBS Crude Oil		14,047,731			725,697
		ProShares Ultra Gold		13,517,117			1,779,075
		ProShares UltraShort Gold		(5,463,630	)		(417,437	)
		ProShares Ultra Silver		22,087,923			8,286,651
		ProShares UltraShort Silver		(19,574,017	)		(5,308,940	)

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/changes in unrealized appreciation/depreciation on foreign currency forward contracts	ProShares Ultra Euro		765,701			(143,081	)
		ProShares UltraShort Euro		(4,327,686	)		689,838
		ProShares Ultra Yen		314,239			248,893
		ProShares UltraShort Yen		(2,786,090	)		(1,715,520	)

-74-

The Effect of Derivative Instruments on the Statements of Operations

For the nine months ended September 30, 2010


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation/ Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/ changes in unrealized appreciation/depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	(624,603	)	$	(458,278	)
		ProShares UltraShort DJ-UBS Commodity		(254,747	)		114,962
		ProShares Ultra DJ-UBS Crude Oil		33,817,452			8,115,518
		ProShares UltraShort DJ-UBS Crude Oil		31,539,850			(298,119	)
		ProShares Ultra Gold		50,891,359			9,065,583
		ProShares UltraShort Gold		(25,639,655	)		(3,543,588	)
		ProShares Ultra Silver		60,466,221			18,146,343
		ProShares UltraShort Silver		(40,008,690	)		(6,540,702	)

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/changes in unrealized appreciation /depreciation on foreign currency forward contracts	ProShares Ultra Euro		(1,756,177	)		2,043,042
		ProShares UltraShort Euro		54,569,532			(46,237,927	)
		ProShares Ultra Yen		651,232			368,127
		ProShares UltraShort Yen		(26,358,762	)		(6,598,615	)

The Effect of Derivative Instruments on the Statements of Operations For the nine months ended September 30, 2009

Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/ changes in unrealized appreciation/depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	1,913,017		$	296,417
		ProShares UltraShort DJ-UBS Commodity		(1,536,586	)		161,533
		ProShares Ultra DJ-UBS Crude Oil		72,473,816			(1,204,901	)
		ProShares UltraShort DJ-UBS Crude Oil		(12,260,418	)		3,512,753
		ProShares Ultra Gold		12,537,637			2,060,237
		ProShares UltraShort Gold		(13,476,856	)		(393,971	)
		ProShares Ultra Silver		30,341,013			6,664,658
		ProShares UltraShort Silver		(24,883,200	)		(3,901,065	)

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/changes in unrealized appreciation /depreciation on foreign currency forward contracts	ProShares Ultra Euro		926,921			(18,522	)
		ProShares UltraShort Euro		(11,530,010	)		600,223
		ProShares Ultra Yen		(393,981	)		349,677
		ProShares UltraShort Yen		(4,186,508	)		(980,619	)

-75-

NOTE 4 – AGREEMENTS

Management Fee

Each Fund pays and each New Fund will pay the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95% per annum of the average daily NAV of such Fund. In the first year of the Funds’ operations, the Sponsor waived the Management Fee to the extent that such amounts cumulatively exceed the organization and offering costs incurred by the Fund. The Management Fee is or will be paid in consideration of the Sponsor’s services as commodity pool operator and commodity trading advisor, and for managing the business and affairs of the Funds and the New Funds. From the Management Fee, the Sponsor pays or will pay the fees and expenses of the Administrator, Custodian, Distributor, Transfer Agent and the licensors for the Commodity Index Funds (Dow Jones & Company, Inc. and UBS Securities LLC, together, “DJ-UBS”), the routine operational, administrative and other ordinary expenses of each Fund and each New Fund, and the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund and each New Fund after the commencement of its trading operations, including, but not limited to, expenses such as ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund or a New Fund and Financial Industry Regulatory Authority (“FINRA”) filing fees. Each Fund incurs and pays, and each New Fund will incur and pay, its non-recurring and unusual fees and expenses. No other management fee is paid by the Fund or will be paid by the New Fund.

The Administrator

The Sponsor and the Trust, for itself and on behalf of each Fund and each New Fund, has appointed Brown Brothers Harriman & Co. (“BBH&Co.”) as the Administrator of the Funds and the New Funds, and the Sponsor, the Trust, on its own behalf and on behalf of each Fund and each New Fund, and BBH&Co. have entered into an Administrative Agency Agreement (the “Administration Agreement”) in connection therewith. Pursuant to the terms of the Administration Agreement and under the supervision and direction of the Sponsor and the Trust, BBH&Co. prepares and files certain regulatory filings on behalf of the Funds and the New Funds. BBH&Co. may also perform other services for the Funds and the New Funds pursuant to the Administration Agreement as mutually agreed upon by the Sponsor, the Trust and BBH&Co. from time to time. Pursuant to the terms of the Administration Agreement, BBH&Co. also serves as the Transfer Agent of the Funds and the New Funds. The Administrator’s fees are or will be paid on behalf of the Funds and the New Funds by the Sponsor.

The Custodian

BBH&Co. serves as Custodian of the Funds and the New Funds, and the Trust, on its own behalf and on behalf of each Fund and each New Fund, and BBH&Co. have entered into a Custodian Agreement in connection therewith. Pursuant to the terms of the Custodian Agreement, BBH&Co. is responsible for the holding and safekeeping of assets delivered to it by the Funds and the New Funds, and performing various administrative duties in accordance with instructions delivered to BBH&Co. by the Funds and the New Funds. The Custodian’s fees are or will be paid on behalf of the Funds and the New Funds by the Sponsor.

The Distributor

SEI Investments Distribution Co. (“SEI”) serves as Distributor of the Shares and assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including taking creation and redemption orders, consulting with the marketing staff of the Sponsor and its affiliates with respect to compliance with the requirements of FINRA and/or the NFA in connection with marketing efforts, and reviewing and filing of marketing materials with FINRA and/or the NFA. SEI retains all marketing materials separately for each Fund and each New Fund, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund and each New Fund, has entered into a Distribution Services Agreement with SEI.

-76-

Routine Operational, Administrative and Other Ordinary Expenses

The Sponsor pays or will pay all of the routine operational, administrative and other ordinary expenses of each Fund and each New Fund generally, as determined by the Sponsor including, but not limited to, fees and expenses of the Administrator, Custodian, Distributor, Transfer Agent, DJ-UBS, accounting and auditing fees and expenses, tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund or a New Fund, FINRA filing fees, individual K-1 preparation and mailing fees not exceeding 0.10% per annum of the NAV of a Fund and a New Fund, and report preparation and mailing expenses.

Non-Recurring Fees and Expenses

Each Fund pays and each New Fund will pay all non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring fees and expenses are fees and expenses such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds or the New Funds. Such fees and expenses are those that are non-recurring, unexpected or unusual in nature.

NOTE 5 – ORGANIZATION AND OFFERING COSTS

Organization costs are expensed as incurred and offering costs will be amortized by the Funds over a twelve month period on a straight-line basis. The Sponsor did not collect any fee in the first year of operation of each Fund in an amount equal to the organization and offering fees. The Sponsor reimbursed each Fund to the extent that its organization and offering costs exceeded 0.95% of its average daily NAV for the first year of operations. At December 31, 2009 and September 30, 2010, all organization and offering costs have been expensed and paid.

NOTE 6 – CREATION AND REDEMPTION OF CREATION UNITS

Each Fund issues and redeems Shares from time to time, but only in one or more Creation Units. A Creation Unit is a block of 50,000 Shares of a Fund. Creation Units may be created or redeemed only by Authorized Participants.

Except when aggregated in Creation Units, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from or with a Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements—such as references to the Transaction Fees imposed on purchases and redemptions—is not relevant to retail investors.

Transaction Fees on Creation and Redemption Transactions

Authorized Participants pay a fixed transaction fee of $500 in connection with each order to create or redeem a Creation Unit in order to compensate BBH&Co. for services in processing the creation and redemption of Creation Units. Authorized Participants are required to pay a variable transaction fee of up to 0.10% of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. The variable transaction fee is 0.022% for the Commodity Funds and Commodity Index Funds and 0.00% for the Currency Funds. The Sponsor will provide the Authorized Participant with prompt notice in advance of any such waiver or adjustment of transaction fee. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market.

-77-

The transaction fees that are included in the Sale and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity were as follows:


Fund	Three Months Ended September 30, 2010		Nine Months Ended September 30, 2010
Ultra DJ-UBS Commodity	$	1,082	$	4,581
UltraShort DJ-UBS Commodity		340		1,778
Ultra DJ-UBS Crude Oil		163,240		432,304
UltraShort DJ-UBS Crude Oil		41,999		157,453
Ultra Gold		10,570		32,633
UltraShort Gold		4,587		20,961
Ultra Silver		8,463		38,762
UltraShort Silver		10,487		30,555
Ultra Euro		—		—
UltraShort Euro		—		—
Ultra Yen		—		—
UltraShort Yen		—		—

-78-

NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended September 30, 2010:

Ultra ProShares

For the Three Month Period Ended September 30, 2010 (unaudited)


Per Share Operating Performance	Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra Gold			Ultra Silver			Ultra Euro			Ultra Yen
Net asset value, at June 30, 2010	$	22.3721		$	9.6302		$	55.8196		$	63.5352		$	21.7716		$	28.6112

Net investment income (loss)		(0.0469	)		(0.0195	)		(0.1052	)		(0.1225	)		(0.0476	)		(0.0605	)
Net realized and unrealized gain (loss)		5.2502			0.5337			5.0930			22.1068			5.1794			3.3059
Change in net asset value from operations		5.2033			0.5142			4.9878			21.9843			5.1318			3.2454
Net asset value, at September 30, 2010	$	27.5754		$	10.1444		$	60.8074		$	85.5195		$	26.9034		$	31.8566

Market value per share, at June 30, 2010	$	22.16		$	9.53		$	55.83		$	62.67		$	21.76		$	28.65
Market value per share, at September 30, 2010	$	27.73		$	10.09		$	61.02		$	83.26		$	26.93		$	31.93

Total Return, at net asset value^		23.3	%		5.3	%		8.9	%		34.6	%		23.6	%		11.3	%
Total Return, at market value^		25.1	%		5.9	%		9.3	%		32.9	%		23.8	%		11.4	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.98	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.76	)%		(0.82	)%		(0.78	)%		(0.77	)%		(0.78	)%		(0.79	)%

^	Percentages are not annualized for the period ended September 30, 2010.

**	Percentages are annualized.

-79-

UltraShort ProShares

For the Three Month Period Ended September 30, 2010 (unaudited)


Per Share Operating Performance	UltraShort DJ- UBS Commodity			UltraShort DJ- UBS Crude Oil			UltraShort Gold			UltraShort Silver			UltraShort Euro			UltraShort Yen
Net asset value, at June 30, 2010	$	16.9071		$	15.0959		$	37.9468		$	32.0151		$	24.9905		$	18.8744

Net investment income (loss)		(0.0305	)		(0.0316	)		(0.0764	)		(0.0591	)		(0.0420	)		(0.0341	)
Net realized and unrealized gain (loss)^#		(3.5300	)		(1.7248	)		(4.0922	)		(10.0439	)		(5.1185	)		(2.1700	)
Change in net asset value from operations		(3.5605	)		(1.7564	)		(4.1686	)		(10.1030	)		(5.1605	)		(2.2041	)
Net asset value, at September 30, 2010	$	13.3466		$	13.3395		$	33.7782		$	21.9121		$	19.8300		$	16.6703

Market value per share, at June 30, 2010	$	17.01		$	15.24		$	37.95		$	32.46		$	25.01		$	18.84
Market value per share, at September 30, 2010	$	13.60		$	13.38		$	33.69		$	22.51		$	19.82		$	16.68

Total Return, at net asset value^		(21.1	)%		(11.6	)%		(11.0	)%		(31.6	)%		(20.6	)%		(11.7	)%
Total Return, at market value^		(20.0	)%		(12.2	)%		(11.2	)%		(30.7	)%		(20.8	)%		(11.5	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.02	)%		(0.95	)%		(0.96	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.79	)%		(0.87	)%		(0.78	)%		(0.77	)%		(0.75	)%		(0.76	)%

The amount shown for a share outstanding throughout the period may not be in accordance with the aggregate net realized and unrealized gain (loss) for that period because of the timing of sales and repurchases of the fund shares in relation to fluctuating market value of the investments in the Fund.

^	Percentages are not annualized for the period ended September 30, 2010.

**	Percentages are annualized.

-80-

Selected data for a Share outstanding throughout the three months ended September 30, 2009:

Ultra ProShares

For the Three Month Period Ended September 30, 2009 (unaudited)


Per Share Operating Performance	Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra Gold			Ultra Silver			Ultra Euro			Ultra Yen
Net asset value, at June 30, 2009	$	22.8442		$	13.0636		$	33.6968		$	42.6077		$	29.1642		$	24.7305

Net investment income (loss)		(0.0537	)		(0.0278	)		(0.0800	)		(0.1051	)		(0.0687	)		(0.0593	)
Net realized and unrealized gain (loss)^#		1.4045			(1.6909	)		4.0296			13.4494			2.4903			3.6139
Change in net asset value from operations		1.3508			(1.7187	)		3.9496			13.3443			2.4216			3.5546
Net asset value, at September 30, 2009	$	24.1950		$	11.3449		$	37.6464		$	55.9520		$	31.5858		$	28.2851

Market value per share, at June 30, 2009	$	22.92		$	13.16		$	33.28		$	40.49		$	29.21		$	24.70
Market value per share, at September 30, 2009	$	24.07		$	11.21		$	38.53		$	57.25		$	31.53		$	28.23

Total Return, at net asset value^		5.9	%		(13.2	)%		11.7	%		31.3	%		8.3	%		14.4	%
Total Return, at market value^		5.0	%		(14.8	)%		15.8	%		41.4	%		7.9	%		14.3	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.00	)%		(0.95	)%		(0.96	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.92	)%		(0.96	)%		(0.90	)%		(0.91	)%		(0.90	)%		(0.91	)%

^	Percentages are not annualized for the period ended September 30, 2009.

**	Percentages are annualized.

-81-

UltraShort ProShares

For the Three Month Period Ended September 30, 2009 (unaudited)


Per Share Operating Performance*	UltraShort DJ- UBS Commodity			UltraShort DJ- UBS Crude Oil			UltraShort Gold			UltraShort Silver			UltraShort Euro			UltraShort Yen
Net asset value, at June 30, 2009	$	20.9016		$	16.9419		$	75.3480		$	88.9900		$	19.8066		$	23.5153

Net investment income (loss)		(0.0460	)		(0.0437	)		(0.1642	)		(0.1753	)		(0.0424	)		(0.0493	)
Net realized and unrealized gain (loss)^#		(2.7710	)		(0.3498	)		(10.4070	)		(33.5708	)		(1.7144	)		(3.2886	)
Change in net asset value from operations		(2.8170	)		(0.3935	)		(10.5712	)		(33.7461	)		(1.7568	)		(3.3379	)
Net asset value, at September 30, 2009	$	18.0846		$	16.5484		$	64.7768		$	55.2439		$	18.0498		$	20.1774

Market value per share, at June 30, 2009	$	20.95		$	16.80		$	76.30		$	93.50		$	19.83		$	23.46
Market value per share, at September 30, 2009	$	18.12		$	16.67		$	63.30		$	54.00		$	18.06		$	20.25

Total Return, at net asset value^		(13.5	)%		(2.3	)%		(14.0	)%		(37.9	)%		(8.9	)%		(14.2	)%
Total Return, at market value^		(13.5	)%		(0.8	)%		(17.0	)%		(42.2	)%		(8.9	)%		(13.7	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.02	)%		(0.96	)%		(0.96	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.93	)%		(0.98	)%		(0.91	)%		(0.92	)%		(0.89	)%		(0.88	)%

*	See Note 1.

^	Percentages are not annualized for the period ended September 30, 2009.

**	Percentages are annualized.

-82-

Selected data for a Share outstanding throughout the nine months ended September 30, 2010:

Ultra ProShares

For the Nine Month Period Ended September 30, 2010 (unaudited)


Per Share Operating Performance	Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra Gold			Ultra Silver			Ultra Euro			Ultra Yen
Net asset value, at December 31, 2009	$	28.2051		$	12.6245		$	44.0778		$	57.0257		$	30.1257		$	26.1393

Net investment income (loss)		(0.1431	)		(0.0660	)		(0.3063	)		(0.3585	)		(0.1497	)		(0.1712	)
Net realized and unrealized gain (loss)^#		(0.4866	)		(2.4141	)		17.0359			28.8523			(3.0726	)		5.8885
Change in net asset value from operations		(0.6297	)		(2.4801	)		16.7296			28.4938			(3.2223	)		5.7173
Net asset value, at September 30, 2010	$	27.5754		$	10.1444		$	60.8074		$	85.5195		$	26.9034		$	31.8566

Market value per share, at December 31, 2009	$	28.43		$	12.68		$	44.68		$	56.15		$	30.17		$	26.58
Market value per share, at September 30, 2010	$	27.73		$	10.09		$	61.02		$	83.26		$	26.93		$	31.93

Total Return, at net asset value^		(2.2	)%		(19.6	)%		38.0	%		50.0	%		(10.7	)%		21.9	%
Total Return, at market value^		(2.5	)%		(20.4	)%		36.6	%		48.3	%		(10.7	)%		20.1	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.99	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.77	)%		(0.86	)%		(0.81	)%		(0.80	)%		(0.82	)%		(0.81	)%

^	Percentages are not annualized for the period ended September 30, 2010.

**	Percentages are annualized.

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UltraShort ProShares

For the Nine Month Period Ended September 30, 2010 (unaudited)


Per Share Operating Performance*	UltraShort DJ- UBS Commodity			UltraShort DJ- UBS Crude Oil			UltraShort Gold			UltraShort Silver			UltraShort Euro			UltraShort Yen
Net asset value, at December 31, 2009	$	14.6211		$	13.6886		$	52.4052		$	47.0920		$	18.6755		$	21.4246

Net investment income (loss)		(0.0979	)		(0.0888	)		(0.2610	)		(0.2226	)		(0.1305	)		(0.1145	)
Net realized and unrealized gain (loss)^#		(1.1766	)		(0.2603	)		(18.3660	)		(24.9573	)		1.2850			(4.6398	)
Change in net asset value from operations		(1.2745	)		(0.3491	)		(18.6270	)		(25.1799	)		1.1545			(4.7543	)
Net asset value, at September 30, 2010	$	13.3466		$	13.3395		$	33.7782		$	21.9121		$	19.8300		$	16.6703

Market value per share, at December 31, 2009	$	14.65		$	13.65		$	51.75		$	47.90		$	18.70		$	21.30
Market value per share, at September 30, 2010	$	13.60		$	13.38		$	33.69		$	22.51		$	19.82		$	16.68

Total Return, at net asset value^		(8.7	)%		(2.6	)%		(35.5	)%		(53.5	)%		6.2	%		(22.2	)%
Total Return, at market value^		(7.2	)%		(2.0	)%		(34.9	)%		(53.0	)%		6.0	%		(21.7	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.02	)%		(0.95	)%		(0.96	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.83	)%		(0.88	)%		(0.82	)%		(0.81	)%		(0.78	)%		(0.79	)%

*	See Note 1.

^	Percentages are not annualized for the period ended September 30, 2010.

**	Percentages are annualized.

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Selected data for a Share outstanding throughout the nine months ended September 30, 2009:

Ultra ProShares

For the Nine Month Period Ended September 30, 2009 (unaudited)


Per Share Operating Performance	Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra Gold			Ultra Silver			Ultra Euro			Ultra Yen
Net asset value, at December 31, 2008	$	22.1647		$	14.7811		$	30.8181		$	28.6021		$	29.2400		$	28.4465

Net investment income (loss)		(0.1523	)		(0.0731	)		(0.2315	)		(0.2979	)		(0.1883	)		(0.1727	)
Net realized and unrealized gain (loss)^#		2.1826			(3.3631	)		7.0598			27.6478			2.5341			0.0113
Change in net asset value from operations		2.0303			(3.4362	)		6.8283			27.3499			2.3458			(0.1614	)
Net asset value, at September 30, 2009	$	24.1950		$	11.3449		$	37.6464		$	55.9520		$	31.5858		$	28.2851

Market value per share, at December 31, 2008	$	22.15		$	13.69		$	31.60		$	31.50		$	29.49		$	28.66
Market value per share, at September 30, 2009	$	24.07		$	11.21		$	38.53		$	57.25		$	31.53		$	28.23

Total Return, at net asset value^		9.2	%		(23.2	)%		22.2	%		95.6	%		8.0	%		(0.6	)%
Total Return, at market value^		8.7	%		(18.1	)%		21.9	%		81.7	%		6.9	%		(1.5	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.05	)%		(0.95	)%		(0.96	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.92	)%		(1.01	)%		(0.91	)%		(0.92	)%		(0.90	)%		(0.90	)%

^	Percentages are not annualized for the period ended September 30, 2009.

**	Percentages are annualized.

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UltraShort ProShares

For the Nine Month Period Ended September 30, 2009 (unaudited)


Per Share Operating Performance*	UltraShort DJ- UBS Commodity			UltraShort DJ- UBS Crude Oil			UltraShort Gold			UltraShort Silver			UltraShort Euro			UltraShort Yen
Net asset value, at December 31, 2008	$	26.7951		$	29.0040		$	96.8701		$	195.9875		$	20.9453		$	21.6631

Net investment income (loss)		(0.1548	)		(0.1548	)		(0.5282	)		(0.5886	)		(0.1370	)		(0.1545	)
Net realized and unrealized gain (loss)		(8.5557	)		(12.3008	)		(31.5651	)		(140.1550	)		(2.7585	)		(1.3312	)
Change in net asset value from operations		(8.7105	)		(12.4556	)		(32.0933	)		(140.7436	)		(2.8955	)		(1.4857	)
Net asset value, at September 30, 2009	$	18.0846		$	16.5484		$	64.7768		$	55.2439		$	18.0498		$	20.1774

Market value per share, at December 31, 2008	$	27.58		$	31.66		$	95.50		$	175.10		$	21.26		$	21.85
Market value per share, at September 30, 2009	$	18.12		$	16.67		$	63.30		$	54.00		$	18.06		$	20.25

Total Return, at net asset value^		(32.5	)%		(42.9	)%		(33.1	)%		(71.8	)%		(13.8	)%		(6.9	)%
Total Return, at market value^		(34.3	)%		(47.3	)%		(33.7	)%		(69.2	)%		(15.1	)%		(7.3	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.09	)%		(0.96	)%		(0.96	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.92	)%		(1.05	)%		(0.92	)%		(0.92	)%		(0.88	)%		(0.87	)%

*	See Note 1.

^	Percentages are not annualized for the period ended September 30, 2009.

**	Percentages are annualized.

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NOTE 8 – RISK

Correlation Risk

A number of factors may affect a Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee that a Fund will achieve a high degree of correlation. A failure to achieve a high degree of correlation may prevent a Fund from achieving its investment objective. A number of factors may adversely affect a Fund’s correlation with its benchmark, including fees, expenses, transaction costs, costs associated with the use of leveraged investment techniques, income items, accounting standards and disruptions or illiquidity in the markets for the commodities or Financial Instruments (i.e., commodity-based or currency-based instruments whose value is derived from the value of an underlying asset, rate or index) in which the Fund invests. A Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its benchmark. In addition, there is a special form of correlation risk that derives from these Funds’ use of leverage, which is that for periods greater than one day, the use of leverage tends to cause the performance of a Fund to be either greater than or less than the target return for the same period stated in the fund objective, before accounting for fees and fund expenses. In general, given a particular index return, increased volatility of the index may cause a decrease in the performance relative to the target return for the same period.

Counterparty Risk

A Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments and repurchase agreements entered into by the Fund. A Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds structure swap agreements such that either party can terminate the contract without penalty prior to the termination date. A Fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding and a Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization, or, if unrated, judged by the Sponsor to be of comparable quality.

Leverage Risk

Leverage offers a means of magnifying market movements into larger changes in an investment’s value and provides greater investment exposure than an unleveraged investment. Swap agreements, borrowing, futures contracts and forward contracts, all may be used to create leverage. Each Fund employs leveraged investment techniques to achieve its investment objective.

Liquidity Risk

In certain circumstances, such as the disruption of the orderly markets for the commodities or Financial Instruments in which a Fund invests, a Fund might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Sponsor. Such a situation may prevent a Fund from limiting losses, realizing gains or achieving a high correlation or inverse correlation with its underlying index.

NOTE 9 – LEGAL PROCEEDINGS

The Trust is a defendant (along with several others) in a consolidated class action styled In re ProShares Trust Securities Litigation, Civ. No. 09-cv-6935, filed in the United States District Court for the Southern District of New York. The complaint alleges that the defendants violated Sections 11 and 15 of the Securities Act of 1933 by issuing untrue statements of material fact and omitting material facts in the Registration Statement for one or more ProShares ETFs, allegedly failing to adequately disclose the Funds’ investment objectives and risks. The Trust was added as a defendant in an amendment to the complaint filed on September 24, 2010. The five Funds of the Trust named in the complaint are ProShares Ultra Silver, ProShares UltraShort Gold, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Crude Oil, and ProShares UltraShort Silver. The Trust believes the complaint is without merit and that the anticipated outcome will not adversely impact the operation of the Trust or any of its Funds.

NOTE 10 – SUBSEQUENT EVENTS

Management has evaluated the subsequent events following the quarter ended September 30, 2010. The subsequent events were as follows:

On November 5, 2010, the Trust registered shares for two additional series: ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (the “VIX Funds”). As of November 9, 2010, each of the VIX Funds had seed capital of $400 but had not commenced investment operations.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This information should be read in conjunction with the financial statements and notes to the financial statements included with this Quarterly Report on Form 10-Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. None of the Trust, the Sponsor or the Trustee (as each term is defined below) assumes responsibility for the accuracy or completeness of any forward-looking statements. Except as expressly required by federal securities laws, none of the Trust, the Sponsor or the Trustee is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in expectations or predictions.

Introduction

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and currently organized into separate series. The following twelve series of the Trust, ProShares Ultra DJ-UBS Commodity (formerly ProShares Ultra DJ-AIG Commodity), ProShares UltraShort DJ-UBS Commodity (formerly ProShares UltraShort DJ-AIG Commodity), ProShares Ultra DJ-UBS Crude Oil (formerly ProShares Ultra DJ-AIG Crude Oil), ProShares UltraShort DJ-UBS Crude Oil (formerly ProShares UltraShort DJ-AIG Crude Oil), ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares Ultra Euro, ProShares UltraShort Euro, ProShares Ultra Yen and ProShares UltraShort Yen (each, a “Fund” and collectively, the “Funds”) issue common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Fund. The Shares of each Fund are listed on the NYSE Arca exchange (“NYSE Arca”). The Trust has also registered shares for two additional series: ProShares Short DJ-UBS Natural Gas and ProShares Short Gold (collectively, the “New Funds”). As of September 30, 2010, each of the New Funds had seed capital of $200, but had not commenced investment operations; therefore, Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity, Statements of Cash Flows and results of operations for the New Funds are not included in this Quarterly Report on Form 10-Q.

ProShare Capital Management LLC serves as the Trust’s Sponsor (the “Sponsor”), commodity pool operator and commodity trading advisor. Wilmington Trust Company serves as the Trustee of the Trust (the “Trustee”). The Funds are commodity pools, as defined under the Commodity Exchange Act and the applicable regulations of the Commodity Futures Trading Commission (the “CFTC”) and are operated by the Sponsor, a commodity pool operator registered with the CFTC. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended.

Groups of Funds are collectively referred to in this Quarterly Report on Form 10-Q in three different ways. References to “Ultra ProShares,” “Short ProShares” or “UltraShort ProShares” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks. References to “Commodity Index Funds”, “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks.

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Each Fund continuously offers and redeems its Shares in blocks of 50,000 Shares (“Creation Units”). 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 one or more of the Funds. Shares of the Funds are offered to Authorized Participants in Creation Units at each Fund’s respective net asset value per Share (“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 that varies depending on, among other factors, the trading price of the Shares of each Fund on NYSE Arca, the NAV and the supply of and demand for the Shares at the time of the offer. Shares from the same Creation Unit may be offered at different times and may have different offering prices based upon the above factors. The form of Authorized Participant Agreement and related Authorized Participant Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants do not receive from any Fund, the Sponsor, or any of their affiliates, any underwriting fees or compensation in connection with their sale of Shares to the public.

Liquidity and Capital Resources

In order to collateralize derivatives positions in commodities or currencies, a significant portion of the NAV of each Fund is held in cash and/or U.S. Treasury Securities, agency securities, or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. dollars or the applicable foreign currency with respect to a Currency Fund). A portion of these investments may be posted as collateral in connection with swap agreements and/or used as margin for each Fund’s trading in futures and forward contracts. The percentage that U.S. Treasury bills and other short-term fixed-income securities bear to the shareholders’ equity of each Fund varies from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the three-month and nine-month periods ended September 30, 2010 and September 30, 2009, each of the Funds earned interest income as follows:


Fund	Interest Income Three Months Ended September 30, 2010		Interest Income Three Months Ended September 30, 2009		Interest Income Nine Months Ended September 30, 2010		Interest Income Nine Months Ended September 30, 2009
ProShares Ultra DJ-UBS Commodity	$	5,629	$	1,738	$	16,947	$	4,012
ProShares UltraShort DJ-UBS Commodity		949		320		3,267		710
ProShares Ultra DJ-UBS Crude Oil		174,914		23,424		348,968		93,245
ProShares UltraShort DJ-UBS Crude Oil		21,433		11,290		76,927		20,679
ProShares Ultra Gold		85,654		17,978		187,823		43,484
ProShares UltraShort Gold		33,103		4,411		72,856		13,450
ProShares Ultra Silver		78,646		9,926		195,896		20,640
ProShares UltraShort Silver		28,202		6,330		67,469		11,491
ProShares Ultra Euro		6,398		904		12,220		2,413
ProShares UltraShort Euro		182,133		6,324		415,352		19,433
ProShares Ultra Yen		2,242		509		4,788		1,456
ProShares UltraShort Yen		74,322		5,266		160,451		21,843

Each Fund’s underlying swaps, futures and forward contracts, as the case may be, are subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, swaps and forward

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contracts are not traded on an exchange, do not have uniform terms and conditions, and in general are not transferable without the consent of the counterparty. In the case of futures contracts, commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no futures trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, positions in such futures contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent a Fund from promptly liquidating its futures positions.

Entry into swap agreements or forward contracts may further impact liquidity because these contractual agreements are executed “off-exchange” between private parties and, therefore, the time required to offset or “unwind” these positions may be greater than that for exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

The Trust is unaware of any other trends, demands, conditions or events that are reasonably likely to result in material changes to the Trust’s liquidity needs.

Because each Fund may enter into swaps and may trade futures and forward contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk).

Results of Operations for the Three-Month Period Ended September 30, 2010 Compared to the Three-Month Period Ended September 30, 2009

NAV of ProShares Ultra DJ-UBS Commodity

The Fund’s NAV decreased from $12,304,949 at June 30, 2010 to $9,651,779 at September 30, 2010. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 550,014 Shares at June 30, 2010 to 350,014 Shares at September 30, 2010 due to no Shares being created and 200,000 Shares (4 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the Dow Jones-UBS Commodity Index. For the three-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 23.3%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 11.6% and had an annualized volatility of 12.5%.

By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV decreased from $30,839,963 at June 30, 2009 to $19,356,364 at September 30, 2009. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 1,350,014 Shares at June 30, 2009 to 800,014 Shares at September 30, 2009 due to no Shares being created and 550,000 Shares (11 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the Dow Jones-UBS Commodity Index. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 5.9%. During the three-month period ended September 30, 2009, the benchmark index rose by a cumulative 4.2% and had an annualized volatility of 24.0%.

NAV of ProShares UltraShort DJ-UBS Commodity

The Fund’s NAV decreased from $3,381,653 at June 30, 2010 to $1,334,848 at September 30, 2010. The decrease in the Fund’s NAV resulted primarily from a decrease in outstanding Shares, which decreased from 200,014 Shares at June 30, 2010 to 100,014 Shares at September 30, 2010 due to no Shares being created and 100,000 Shares (2 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. For the three-month period ended

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September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 21.1%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 11.6% and had an annualized volatility of 12.5%.

By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV increased from $5,225,688 at June 30, 2009 to $5,425,641 at September 30, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 250,014 Shares at June 30, 2009 to 300,014 Shares at September 30, 2009 due to 50,000 Shares (1 Creation Unit) being created and no Shares being redeemed during the period. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 13.5%. During the three-month period ended September 30, 2009, the benchmark index rose by a cumulative 4.2% and had an annualized volatility of 24.0%.

NAV of ProShares Ultra DJ-UBS Crude Oil

The Fund’s NAV decreased from $501,252,171 at June 30, 2010 to $387,516,335 at September 30, 2010. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 52,050,014 Shares at June 30, 2010 to 38,200,014 Shares at September 30, 2010 due to 31,700,000 Shares (634 Creation Units) being created and 45,550,000 Shares (911 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. For the three-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 5.3%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 3.6% and had an annualized volatility of 25.5%.

By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV increased from $209,670,516 at June 30, 2009 to $331,839,940 at September 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 16,050,014 Shares at June 30, 2009 to 29,250,014 Shares at September 30, 2009 due to 23,400,000 Shares (468 Creation Units) being created and 10,200,000 Shares (204 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 13.2%. During the three-month period ended September 30, 2009, the benchmark index declined by a cumulative 4.8% and had an annualized volatility of 39.5%.

NAV of ProShares UltraShort DJ-UBS Crude Oil

The Fund’s NAV decreased from $51,326,108 at June 30, 2010 to $40,018,686 at September 30, 2010. The decrease in the Fund’s NAV resulted primarily from a decrease in outstanding Shares, which decreased from 3,400,014 Shares at June 30, 2010 to 3,000,014 Shares at September 30, 2010 due to 6,500,000 Shares (130 Creation Units) being created and 6,900,000 Shares (138 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. For the three-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 11.6%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 3.6% and had an annualized volatility of 25.5%.

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By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV decreased from $128,758,820 at June 30, 2009 to $83,569,426 at September 30, 2009. The decrease in the Fund’s NAV resulted primarily from a decrease in outstanding Shares, which decreased from 7,600,014 Shares at June 30, 2009 to 5,050,014 Shares at September 30, 2009 due to 2,950,000 Shares (59 Creation Units) being created and 5,500,000 Shares (110 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 2.3%. During the three-month period ended September 30, 2009, the benchmark index declined by a cumulative 4.8% and had an annualized volatility of 39.5%.

NAV of ProShares Ultra Gold

The Fund’s NAV decreased from $209,324,263 at June 30, 2010 to $203,705,598 at September 30, 2010. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 3,750,014 Shares at June 30, 2010 to 3,350,014 Shares at September 30, 2010 due to 250,000 Shares (5 Creation Units) being created and 650,000 Shares (13 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. For the three-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 8.9%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 5.1% and had an annualized volatility of 13.1%.

By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV decreased from $156,690,604 at June 30, 2009 to $137,409,978 at September 30, 2009. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 4,650,014 Shares at June 30, 2009 to 3,650,014 Shares at September 30, 2009 due to 100,000 Shares (2 Creation Units) being created and 1,100,000 Shares (22 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 11.7%. During the three-month period ended September 30, 2009, the benchmark index rose by a cumulative 6.6% and had an annualized volatility of 15.1%.

NAV of ProShares UltraShort Gold

The Fund’s NAV increased from $71,715,632 at June 30, 2010 to $75,659,755 at September 30, 2010. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 1,889,901 Shares at June 30, 2010 to 2,239,901 Shares at September 30, 2010 due to 450,000 Shares (9 Creation Units) being created and 100,000 Shares (2 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. For the three-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 11.0%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 5.1% and had an annualized volatility of 13.1%.

By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV decreased from $51,236,834 at June 30, 2009 to $38,866,260 at September 30, 2009. The decrease in the Fund’s NAV resulted primarily from a decrease in outstanding Shares, which decreased from 680,003 Shares at June 30, 2009 to 600,003 Shares at September 30, 2009 due to 90,000 Shares (9 Creation Units) being created and 170,000 Shares (17 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200%

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of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 14.0%. During the three-month period ended September 30, 2009, the benchmark index rose by a cumulative 6.6% and had an annualized volatility of 15.1%.

NAV of ProShares Ultra Silver

The Fund’s NAV increased from $181,076,130 at June 30, 2010 to $200,971,964 at September 30, 2010. The increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease in outstanding Shares, which decreased from 2,850,014 Shares at June 30, 2010 to 2,350,014 Shares at September 30, 2010 due to 50,000 Shares (1 Creation Unit) being created and 550,000 Shares (11 Creation Units) being redeemed during the period. For the three-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 34.6%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 17.8% and had an annualized volatility of 23.6%.

By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV increased from $78,824,836 at June 30, 2009 to $95,119,218 at September 30, 2009. The increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease in outstanding Shares, which decreased from 1,850,014 Shares at June 30, 2009 to 1,700,014 Shares at September 30, 2009 due to 500,000 Shares (10 Creation Units) being created and 650,000 Shares (13 Creation Units) being redeemed during the period. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 31.3%. During the three-month period ended September 30, 2009, the benchmark index rose by a cumulative 18.01% and had an annualized volatility of 41.2%.

NAV of ProShares UltraShort Silver

The Fund’s NAV increased from $60,185,658 at June 30, 2010 to $60,913,712 at September 30, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 1,879,914 Shares at June 30, 2010 to 2,779,914 Shares at September 30, 2010 due to 1,250,000 Shares (25 Creation Units) being created and 350,000 Shares (7 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. For the three-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 31.6%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 17.8% and had an annualized volatility of 23.6%.

By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV decreased from $68,967,304 at June 30, 2009 to $56,901,321 at September 30, 2009. The decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase in outstanding Shares, which increased from 775,001 Shares at June 30, 2009 to 1,030,001 Shares at September 30, 2009 due to 910,000 Shares (182 Creation Units) being created and 655,000 Shares (131 Creation Units) being redeemed during the period. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 37.9%. During the three-month period ended September 30, 2009, the benchmark index rose by a cumulative 18.0% and had an annualized volatility of 41.2%.

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NAV of ProShares Ultra Euro

The Fund’s NAV decreased from $16,329,042 at June 30, 2010 to $12,106,899 at September 30, 2010. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 750,014 Shares at June 30, 2010 to 450,014 Shares at September 30, 2010 due to no Shares being created and 300,000 Shares (6 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the spot price of the Euro versus the U.S. Dollar. For the three-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 23.6%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 11.5% and had an annualized volatility of 11.7%.

By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV increased from $7,291,462 at June 30, 2009 to $7,896,903 at September 30, 2009. The Fund had no creation or redemption activity during the quarter. The increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the spot price of the Euro versus the U.S. Dollar. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 8.3%. During the three-month period ended September 30, 2009, the benchmark index rose by a cumulative 4.3% and had an annualized volatility of 9.1%.

NAV of ProShares UltraShort Euro

The Fund’s NAV decreased from $462,324,726 at June 30, 2010 to $277,619,839 at September 30, 2010. The decrease in the Fund’s NAV resulted primarily from a decrease in outstanding Shares, which decreased from 18,500,014 Shares at June 30, 2010 to 14,000,014 Shares at September 30, 2010 due to 1,300,000 Shares (26 Creation Units) being created and 5,800,000 Shares (116 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. For the three-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 20.6%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 11.5% and had an annualized volatility of 11.7%.

By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV decreased from $39,613,566 at June 30, 2009 to $38,807,426 at September 30, 2009. The decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. The decrease in the Fund’s NAV was offset by an increase in outstanding Shares, which increased from 2,000,014 Shares at June 30, 2009 to 2,150,014 Shares at September 30, 2009 due to 350,000 Shares (7 Creation Units) being created and 200,000 Shares (4 Creation Units) being redeemed during the period. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 8.9%. During the three-month period ended September 30, 2009, the benchmark index rose by a cumulative 4.3% and had an annualized volatility of 9.1%.

NAV of ProShares Ultra Yen

The Fund’s NAV increased from $4,292,085 at June 30, 2010 to $6,371,767 at September 30, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 150,014 Shares at June 30, 2010 to 200,014 Shares at September 30, 2010 due to 50,000 Shares (1 Creation Unit) being created and no Shares being redeemed during the period. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the three-month

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period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 11.3%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 5.9% and had an annualized volatility of 10.6%.

By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV decreased from $4,946,446 at June 30, 2009 to $4,243,160 at September 30, 2009. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 200,014 Shares at June 30, 2009 to 150,014 Shares at September 30, 2009 due to no Shares being created and 50,000 Shares (1 Creation Unit) being redeemed during the period. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 14.4%. During the three-month period ended September 30, 2009, the benchmark index rose by a cumulative 7.3% and had an annualized volatility of 11.3%.

NAV of ProShares UltraShort Yen

The Fund’s NAV increased from $145,332,808 at June 30, 2010 to $163,369,201 at September 30, 2010. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 7,700,014 Shares at June 30, 2010 to 9,800,014 Shares at September 30, 2010 due to 3,700,000 Shares (74 Creation Units) being created and 1,600,000 Shares (32 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the three-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 11.7%. During the three-month period ended September 30, 2010, the benchmark index rose by a cumulative 5.9% and had an annualized volatility of 10.6%.

By comparison, during the three-month period ended September 30, 2009, the Fund’s NAV decreased from $41,152,049 at June 30, 2009 to $23,204,338 at September 30, 2009. The decrease in the Fund’s NAV resulted primarily from a decrease in outstanding Shares, which decreased from 1,750,014 Shares at June 30, 2009 to 1,150,014 Shares at September 30, 2009 due to 50,000 Shares (1 Creation Unit) being created and 650,000 Shares (13 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the three-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 14.2%. During the three-month period ended September 30, 2009, the benchmark index rose by a cumulative 7.3% and had an annualized volatility of 11.3%.

Results of Operations for the Nine-Month Period Ended September 30, 2010 Compared to the Nine-Month Period Ended September 30, 2009

NAV of ProShares Ultra DJ-UBS Commodity

The Fund’s NAV decreased from $19,743,932 at December 31, 2009 to $9,651,779 at September 30, 2010. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 700,014 Shares at December 31, 2009 to 350,014 Shares at September 30, 2010 due to 250,000 Shares (5 Creation Units) being created and 600,000 Shares (12 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the Dow Jones-UBS Commodity Index. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 2.2%. During the nine-month period ended September 30, 2010, the benchmark index rose by a cumulative 0.8% and had an annualized volatility of 15.9%.

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By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $3,325,011 at December 31, 2008 to $19,356,364 at September 30, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 150,014 Shares at December 31, 2008 to 800,014 Shares at September 30, 2009 due to 1,200,000 Shares (24 Creation Units) being created and 550,000 Shares (11 Creation Units) being redeemed during the period. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the Dow Jones-UBS Commodity Index. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 9.2%. During the nine-month period ended September 30, 2009, the benchmark index rose by a cumulative 8.9% and had an annualized volatility of 26.6%.

NAV of ProShares UltraShort DJ-UBS Commodity

The Fund’s NAV decreased from $2,924,426 at December 31, 2009 to $1,334,848 at September 30, 2010. The decrease in the Fund’s NAV resulted primarily from a decrease in outstanding Shares, which decreased from 200,014 Shares at December 31, 2009 to 100,014 Shares at September 30, 2010 due to 200,000 Shares (4 Creation Units) being created and 300,000 Shares (6 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 8.7%. During the nine-month period ended September 30, 2010, the benchmark index rose by a cumulative 0.8% and had an annualized volatility of 15.9%.

By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $2,679,883 at December 31, 2008 to $5,425,641 at September 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 100,014 Shares at December 31, 2008 to 300,014 Shares at September 30, 2009 due to 200,000 Shares (4 Creation Units) being created and no Shares being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 32.5%. During the nine-month period ended September 30, 2009, the benchmark index rose by a cumulative 8.9% and had an annualized volatility of 26.6%.

NAV of ProShares Ultra DJ-UBS Crude Oil

The Fund’s NAV increased from $323,819,670 at December 31, 2009 to $387,516,335 at September 30, 2010. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 25,650,014 Shares at December 31, 2009 to 38,200,014 Shares at September 30, 2010 due to 100,350,000 Shares (2,007 Creation Units) being created and 87,800,000 Shares (1,756 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 19.6%. During the nine-month period ended September 30, 2010, the benchmark index declined by a cumulative 7.4% and had an annualized volatility of 27.8%.

By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $99,772,943 at December 31, 2008 to $331,839,940 at September 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 6,750,014 Shares at December 31, 2008 to 29,250,014 Shares at September 30, 2009 due to 104,400,000 Shares (2,088 Creation Units) being created and

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81,900,000 Shares (1,638 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 23.2%. During the nine-month period ended September 30, 2009, the benchmark index declined by a cumulative 2.3% and had an annualized volatility of 52.1%.

NAV of ProShares UltraShort DJ-UBS Crude Oil

The Fund’s NAV decreased from $76,656,626 at December 31, 2009 to $40,018,686 at September 30, 2010. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 5,600,014 Shares at December 31, 2009 to 3,000,014 Shares at September 30, 2010 due to 24,850,000 Shares (497 Creation Units) being created and 27,450,000 Shares (549 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 2.6%. During the nine-month period ended September 30, 2010, the benchmark index declined by a cumulative 7.4% and had an annualized volatility of 27.8%.

By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $14,502,399 at December 31, 2008 to $83,569,426 at September 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 500,014 Shares at December 31, 2008 to 5,050,014 Shares at September 30, 2009 due to 15,550,000 Shares (311 Creation Units) being created and 11,000,000 Shares (220 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 42.9%. During the nine-month period ended September 30, 2009, the benchmark index declined by a cumulative 2.3% and had an annualized volatility of 52.1%.

NAV of ProShares Ultra Gold

The Fund’s NAV increased from $156,476,709 at December 31, 2009 to $203,705,598 at September 30, 2010. The increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease in outstanding Shares, which decreased from 3,550,014 Shares at December 31, 2009 to 3,350,014 Shares at September 30, 2010 due to 1,400,000 Shares (28 Creation Units) being created and 1,600,000 Shares (32 Creation Units) being redeemed during the period. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 38.0%. During the nine-month period ended September 30, 2010, the benchmark index rose by a cumulative 20.2% and had an annualized volatility of 15.9%.

By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $27,736,722 at December 31, 2008 to $137,409,978 at September 30, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 900,014 Shares at December 31, 2008 to 3,650,014 Shares at September 30, 2009 due to 4,350,000 Shares (87 Creation Units) being created and 1,600,000 Shares (32 Creation Units) being redeemed during the period. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 22.2%. During the nine-month period ended September 30, 2009, the benchmark index rose by a cumulative 14.5% and had an annualized volatility of 22.3%.

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NAV of ProShares UltraShort Gold*

The Fund’s NAV increased from $67,602,811 at December 31, 2009 to $75,659,755 at September 30, 2010. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 1,290,003 Shares at December 31, 2009 to 2,239,901 Shares at September 30, 2010 due to 1,600,000 Shares (32 Creation Units) being created and 650,102 Shares (13 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 35.5%. During the nine-month period ended September 30, 2010, the benchmark index rose by a cumulative 20.2% and had an annualized volatility of 15.9%.

By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $3,875,093 at December 31, 2008 to $38,866,260 at September 30, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 40,003 Shares at December 31, 2008 to 600,003 Shares at September 30, 2009 due to 1,140,000 Shares (114 Creation Units) being created and 580,000 Shares (58 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 33.1%. During the nine-month period ended September 30, 2009, the benchmark index rose by a cumulative 14.5% and had an annualized volatility of 22.3%.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I.

NAV of ProShares Ultra Silver

The Fund’s NAV increased from $145,416,382 at December 31, 2009 to $200,971,964 at September 30, 2010. The increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease in outstanding Shares, which decreased from 2,550,014 Shares at December 31, 2009 to 2,350,014 Shares at September 30, 2010 due to 1,400,000 Shares (28 Creation Units) being created and 1,600,000 Shares (32 Creation Units) being redeemed during the period. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 50.0%. During the nine-month period ended September 30, 2010, the benchmark index rose by a cumulative 29.9% and had an annualized volatility of 30.9%.

By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $10,011,149 at December 31, 2008 to $95,119,218 at September 30, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 350,014 Shares at December 31, 2008 to 1,700,014 Shares at September 30, 2009 due to 2,550,000 Shares (51 Creation Units) being created and 1,200,000 Shares (24 Creation Units) being redeemed during the period. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 95.6%. During the nine-month period ended September 30, 2009, the benchmark index rose by a cumulative 52.5% and had an annualized volatility of 40.6%.

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NAV of ProShares UltraShort Silver*

The Fund’s NAV decreased from $64,516,145 at December 31, 2009 to $60,913,712 at September 30, 2010. The decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase in outstanding Shares, which increased from 1,370,001 Shares at December 31, 2009 to 2,779,914 Shares at September 30, 2010 due to 2,670,000 Shares (53 Creation Units) being created and 1,260,087 Shares (25 Creation Units) being redeemed during the period. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 53.5%. During the nine-month period ended September 30, 2010, the benchmark index rose by a cumulative 29.9% and had an annualized volatility of 30.9%.

By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $1,960,071 at December 31, 2008 to $56,901,321 at September 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 10,001 Shares at December 31, 2008 to 1,030,001 Shares at September 30, 2009 due to 1,825,000 Shares (365 Creation Units) being created and 805,000 Shares (161 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 71.8%. During the nine-month period ended September 30, 2009, the benchmark index rose by a cumulative 52.5% and had an annualized volatility of 40.6%.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I.

NAV of ProShares Ultra Euro

The Fund’s NAV increased from $7,531,857 at December 31, 2009 to $12,106,899 at September 30, 2010. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 250,014 Shares at December 31, 2009 to 450,014 Shares at September 30, 2010 due to 850,000 Shares (17 Creation Units) being created and 650,000 Shares (13 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the spot price of the Euro versus the U.S. Dollar. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 10.7%. During the nine-month period ended September 30, 2010, the benchmark index declined by a cumulative 4.8% and had an annualized volatility of 11.4%.

By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $4,386,411 at December 31, 2008 to $7,896,903 at September 30, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 150,014 Shares at December 31, 2008 to 250,014 Shares at September 30, 2009 due to 150,000 Shares (3 Creation Units) being created and 50,000 Shares (1 Creation Unit) being redeemed during the period. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the spot price of the Euro versus the U.S. Dollar. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 8.0%. During the nine-month period ended September 30, 2009, the benchmark index rose by a cumulative 4.7% and had an annualized volatility of 13.8%.

NAV of ProShares UltraShort Euro

The Fund’s NAV increased from $100,847,786 at December 31, 2009 to $277,619,839 at September 30, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from

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5,400,014 Shares at December 31, 2009 to 14,000,014 Shares at September 30, 2010 due to 19,300,000 Shares (386 Creation Units) being created and 10,700,000 Shares (214 Creation Units) being redeemed during the period. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV increased by 6.2%. During the nine-month period ended September 30, 2010, the benchmark index declined by a cumulative 4.8% and had an annualized volatility of 11.4%.

By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $7,331,163 at December 31, 2008 to $38,807,426 at September 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 350,014 Shares at December 31, 2008 to 2,150,014 Shares at September 30, 2009 due to 2,800,000 Shares (56 Creation Units) being created and 1,000,000 Shares (20 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 13.8%. During the nine-month period ended September 30, 2009, the benchmark index rose by a cumulative 4.7% and had an annualized volatility of 13.8%.

NAV of ProShares Ultra Yen

The Fund’s NAV increased from $3,921,267 at December 31, 2009 to $6,371,767 at September 30, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 150,014 Shares at December 31, 2009 to 200,014 Shares at September 30, 2010 due to 50,000 Shares (1 Creation Unit) being created and no Shares being redeemed during the period. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV increased by 21.9%. During the nine-month period ended September 30, 2010, the benchmark index rose by a cumulative 11.5% and had an annualized volatility of 11.3%.

By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $2,845,053 at December 31, 2008 to $4,243,160 at September 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 100,014 Shares at December 31, 2008 to 150,014 Shares at September 30, 2009 due to 100,000 Shares (2 Creation Units) being created and 50,000 Shares (1 Creation Unit) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 0.6%. During the nine-month period ended September 30, 2009, the benchmark index rose by a cumulative 1.1% and had an annualized volatility of 28.0%.

NAV of ProShares UltraShort Yen

The Fund’s NAV increased from $67,487,917 at December 31, 2009 to $163,369,201 at September 30, 2010. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 3,150,014 Shares at December 31, 2009 to 9,800,014 Shares at September 30, 2010 due to 9,150,000 Shares (183 Creation Units) being created and 2,500,000 Shares (50 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the nine-month period ended September 30, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily

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performance of its benchmark, the Fund’s per Share NAV decreased by 22.2%. During the nine-month period ended September 30, 2010, the benchmark index rose by a cumulative 11.5% and had an annualized volatility of 11.3%.

By comparison, during the nine-month period ended September 30, 2009, the Fund’s NAV increased from $2,166,617 at December 31, 2008 to $23,204,338 at September 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 100,014 Shares at December 31, 2008 to 1,150,014 Shares at September 30, 2009 due to 2,900,000 Shares (58 Creation Units) being created and 1,850,000 Shares (37 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the nine-month period ended September 30, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 6.9%. During the nine-month period ended September 30, 2009, the benchmark index rose by a cumulative 1.1% and had an annualized volatility of 28.0%.

Off-Balance Sheet Arrangements and Contractual Obligations

As of November 9, 2010, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate off-balance sheet financing arrangements and have no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Funds. While each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Fund’s financial position.

Management fee payments made to the Sponsor are calculated as a fixed percentage of each Fund’s NAV. As such, the Sponsor cannot anticipate the amount of payments that will be required under these arrangements for future periods as NAVs are not known until a future date. The agreement with the Sponsor may be terminated by either party upon 30 days written notice to the other party. One officer of the Trust also serves as an officer and owner of the Sponsor.

Market Risk

Trading in futures contracts involves each Fund entering into contractual commitments to purchase or sell a commodity underlying the Fund’s benchmark at a specified date and price, should it hold such futures contract into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it would be required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

Each Fund’s exposure to market risk is influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

Credit Risk

When a Fund enters into swap agreements, futures contracts or forward contracts, the Fund is exposed to credit risk that the counterparty to the contract will not meet its obligations.

The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearing house associated with the particular exchange. In general, clearing houses are backed by their corporate members who may be required to share in the financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearing house is not backed by the clearing members (i.e., some foreign exchanges, which may become applicable in the future), it may be backed by a consortium of banks or other financial institutions.

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Swap and forward agreements are contracted for directly with counterparties. There can be no assurance that any counterparty, clearing member or clearing house will meet its obligations to a Fund.

Swap agreements do not generally involve the delivery of securities or other underlying assets either at the outset of a transaction or upon settlement. Accordingly, if the counterparty to a swap agreement defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovery collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Forward agreements do not involve the delivery of securities at the onset of a transaction, but may be settled physically in the underlying asset if such contracts are held to expiration, particularly in the case of currency forwards. Thus, prior to settlement, if the counterparty to a forward contract defaults, a Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any. However, if physically settled forwards are held until expiration (presently, there is no plan to do this), at the time of settlement, a Fund may be at risk for the full notional value of the forward contracts depending on the type of settlement procedures used.

The Sponsor attempts to minimize certain of these market and credit risks by normally:

•

executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;

•

limiting the outstanding amounts due from counterparties to the Funds;

•

not posting margin directly with a counterparty;

•

limiting the amount of margin or premium posted at a futures commission merchant (“FCM”); and

•

ensuring that deliverable contracts are not held to such a date when delivery of the underlying asset could be called for.

The FCM for each Fund, in accepting orders for the purchase or sale of domestic futures contracts, is required by CFTC regulations to separately account for and segregate as belonging to the Fund, all assets of the Fund relating to domestic futures trading, and the FCM is not allowed to commingle such assets with other assets of the FCM. In addition, CFTC regulations also require the FCM to hold in a secure account assets of each Fund related to foreign futures trading.

Critical Accounting Policies

The Funds’ critical accounting policies are as follows:

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Funds’ application of these policies involves judgments and actual results may differ from the estimates used.

Each Fund has significant exposure to Financial Instruments. The Funds hold a significant portion of their assets in swaps, futures or forward contracts, all of which are recorded on a trade date basis and at fair value in the financial statements, with changes in fair value reported in the Statements of Operations.

The use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Funds’ financial statements. The fair value of a Financial Instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

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Short-term investments are valued at market price.

Derivatives (e.g., futures, swaps and forward agreements) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold and Silver Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold and Silver Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards.

Fair value pricing may require subjective determinations about the value of an investment. While each Fund’s policy is intended to result in a calculation of the Fund’s NAV that fairly reflects investment values as of the time of pricing, the Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by the Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. See Note 2 in Item 1 of this Quarterly Report on Form 10-Q for further information.

When market closing prices are not available, the Sponsor may value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards.

Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Realized gains (losses) and changes in unrealized gain (loss) on open positions are determined on a specific identification basis and recognized in the Statements of Operations in the period in which the contract is closed or the changes occur, respectively.

Each Fund pays its respective brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis.

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Quantitative Disclosure

Commodity Price Sensitivity

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which are sensitive to commodity price risk. As of September 30, 2010 and September 30, 2009, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares Ultra DJ-UBS Commodity:

As of September 30, 2010, the ProShares Ultra DJ-UBS Commodity Fund was exposed to commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following table provides information about the Fund’s swap positions as of September 30, 2010, which are sensitive to commodity price risk.

Swap Agreements

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS Commodity Index

Goldman Sachs International

Long

140.2939

4,659,257

Dow Jones-UBS Commodity Index

UBS AG

Long

140.2939

14,627,126

The September 30, 2010 swap notional amount is calculated by multiplying units times the closing level of the Index. The notional amount will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or financing costs associated with the swaps. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the U.S. Securities and Exchange Commission on March 1, 2010 (the “Form 10-K”) for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares Ultra DJ-UBS Commodity Fund was exposed to commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following table provides information about the Fund’s swap positions as of September 30, 2009, which are sensitive to commodity price risk.

Swap Agreements

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS Commodity Index

Goldman Sachs International

Long

127.6830

8,232,734

Dow Jones-UBS Commodity Index

UBS AG

Long

127.6830

30,355,281

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The September 30, 2009 swap notional amount is calculated by multiplying units times the closing level of the Index. The notional amount will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or financing costs associated with the swaps. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort DJ-UBS Commodity:

As of September 30, 2010, the ProShares UltraShort DJ-UBS Commodity Fund was exposed to inverse commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following table provides information about the Fund’s short swap positions as of September 30, 2010, which are sensitive to commodity price risk.

Swap Agreements


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Commodity Index	Goldman Sachs International	Short	$	140.2939	$	(688,504	)
Dow Jones-UBS Commodity Index	UBS AG	Short		140.2939		(1,993,193	)

The September 30, 2010 short swap notional amount is calculated by multiplying units times the closing level of the Index. The short notional amount will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amount, before accounting for any spreads or financing costs associated with the swaps. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares UltraShort DJ-UBS Commodity Fund was exposed to inverse commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following table provides information about the Fund’s short swap positions as of September 30, 2009, which are sensitive to commodity price risk.

Swap Agreements


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Commodity Index	Goldman Sachs International	Short	$	127.6830	$	(1,774,643	)
Dow Jones-UBS Commodity Index	UBS AG	Short		127.6830		(9,192,397	)

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The September 30, 2009 short swap notional amount is calculated by multiplying units times the closing level of the Index. The short notional amount will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amount, before accounting for any spreads or financing costs associated with the swaps. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra DJ-UBS Crude Oil:

As of September 30, 2010, the ProShares Ultra DJ-UBS Crude Oil Fund was exposed to commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS Crude Oil Sub-Index. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2010, which are sensitive to commodity price risk.

Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Crude Oil (NYMEX)

Long

November 2010

4,133

79.97

1,000

330,516,010

Swap Agreements

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS Crude Oil Sub-Index

Goldman Sachs International

Long

240.8953

190,360,794

Dow Jones-UBS Crude Oil Sub-Index

UBS AG

Long

240.8953

254,055,319

The September 30, 2010 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2010 swap notional amount is calculated by multiplying the number of units times the closing level of the Index. These notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares Ultra DJ-UBS Crude Oil Fund was exposed to commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS Crude Oil Sub-Index. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2009, which are sensitive to commodity price risk.

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Futures Positions

Contract

Long or

Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Crude Oil (NYMEX)

Long

November 2009

4,034

70.61

1,000

284,840,740

Swap Agreements

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS Crude Oil Sub-Index

Goldman Sachs International

Long

243.9100

150,708,713

Dow Jones-UBS Crude Oil Sub-Index

UBS AG

Long

243.9100

228,134,667

The September 30, 2009 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2009 swap notional amount is calculated by multiplying the number of units times the closing level of the Index. These notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort DJ-UBS Crude Oil:

As of September 30, 2010, the ProShares UltraShort DJ-UBS Crude Oil Fund was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS Crude Oil Sub-Index. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2010, which are sensitive to commodity price risk.

Futures Positions


Contract	Long or Short	Expiration	Contracts	Valuation Price		Contract Multiplier		Notional Amount at Value
Crude Oil (NYMEX)	Short	November 2010	400	$	79.97		1,000	$	(31,988,000	)

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Swap Agreements


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Crude Oil Sub-Index	Goldman Sachs International	Short	$	240.8953	$	(19,406,494	)
Dow Jones-UBS Crude Oil Sub-Index	UBS AG	Short		240.8953		(28,626,377	)

The September 30, 2010 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2010 short swap notional amount is calculated by multiplying the number of units times the closing level of the Index. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares UltraShort DJ-UBS Crude Oil Fund was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS Crude Oil Sub-Index. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2009, which are sensitive to commodity price risk.

Futures Positions


Contract	Long or Short	Expiration	Contracts	Valuation Price		Contract Multiplier		Notional Amount at Value
Crude Oil (NYMEX)	Short	November 2009	778	$	70.61		1,000	$	(54,934,580	)

Swap Agreements


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Crude Oil Sub-Index	Goldman Sachs International	Short	$	243.9100	$	(39,192,852	)
Dow Jones-UBS Crude Oil Sub-Index	UBS AG	Short		243.9100		(73,009,295	)

The September 30, 2009 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2009 swap notional amount is calculated by multiplying the number of units times the closing level of the Index. The short notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and

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expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares Ultra Gold:

As of September 30, 2010, the ProShares Ultra Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2010, which are sensitive to commodity price risk.

Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

December 2010

1,309.60

100

9,429,120

Forward Agreements

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

1,307.16

47,998,915

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,307.16

350,188,164

The September 30, 2010 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2010 forward notional amount equals units multiplied by the forward price. These notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares Ultra Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2009, which are sensitive to commodity price risk.

Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

December 2009

996.80

100

6,778,240

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Forward Agreements

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

995.79

48,913,205

0.995 Fine Troy Ounce Gold

UBS AG

Long

995.79

219,173,379

The September 30, 2009 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2009 forward notional amount equals units multiplied by the forward price. These notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Gold:

As of September 30, 2010, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2010, which are sensitive to commodity price risk.

Futures Positions


Contract	Long or Short	Expiration	Contracts	Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)	Short	December 2010	36	$	1,309.60		100	$	(4,714,560	)

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short	$	1,307.16	$	(20,781,230	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,307.16		(125,618,076	)

The September 30, 2010 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2010 short forward notional amount equals units multiplied by the forward price. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the

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Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2009, which are sensitive to commodity price risk.

Futures Positions

Contract

Long or

Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Short

December 2009

996.80

100

(3,488,800

)

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short	$	995.79	$	(14,934,858	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		995.79		(59,349,084	)

The September 30, 2009 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2009 short forward notional amount equals units multiplied by the forward price. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Silver:

As of September 30, 2010, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2010, which are sensitive to commodity price risk.

Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

December 2010

105

21.821

5,000

11,456,025

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Forward Agreements

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

22.0741

96,702,217

0.999 Fine Troy Ounce Silver

UBS AG

Long

22.0741

293,894,568

The September 30, 2010 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2010 forward notional amount equals units multiplied by the forward price. These notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2009, which are sensitive to commodity price risk.

Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

December 2009

108

16.475

5,000

8,896,500

Forward Agreements

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

16.4513

33,820,583

0.999 Fine Troy Ounce Silver

UBS AG

Long

16.4513

147,485,905

The September 30, 2009 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2009 forward notional amount equals units multiplied by the forward price. These notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is

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generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Silver:

As of September 30, 2010, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2010, which are sensitive to commodity price risk.

Futures Positions


Contract	Long or Short	Expiration	Contracts	Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)	Short	December 2010	24	$	21.821		5,000	$	(2,618,520	)

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short	$	22.0741	$	(31,179,666	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		22.0741		(87,921,140	)

The September 30, 2010 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2010 short forward notional amount equals units multiplied by the forward price. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2009, which are sensitive to commodity price risk.

Futures Positions


Contract	Long or Short	Expiration	Contracts	Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)	Short	December 2009	25	$	16.475		5,000	$	(2,059,375	)

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Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short	$	16.4513	$	(25,869,669	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		16.4513		(85,842,883	)

The September 30, 2009 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2009 short forward notional amount equals units multiplied by the forward price. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Funds’ Financial Instruments, which are sensitive to changes in exchange rates. As of September 30, 2010, each of the Currency Funds’ positions were as follows:

ProShares Ultra Euro:

As of September 30, 2010, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2010, which are sensitive to exchange rate price risk.

Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short	Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		10/08/10		9,088,625			1.3631	$	12,388,382
Euro	UBS AG	Long		10/08/10		12,716,100			1.3631		17,332,864
Euro	Goldman Sachs International	Short		10/08/10		(64,600	)		1.3631		(88,054	)
Euro	UBS AG	Short		10/08/10		(3,978,300	)		1.3631		(5,422,679	)

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cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2009, which are sensitive to exchange rate price risk.

Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short	Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		10/02/09		4,825,525			1.4631	$	7,060,229
Euro	UBS AG	Long		10/02/09		6,096,400			1.4631		8,919,647
Euro	Goldman Sachs International	Long		10/09/09		4,785,025			1.4631		7,000,973
Euro	UBS AG	Long		10/09/09		6,011,300			1.4631		8,795,137
Euro	Goldman Sachs International	Short		10/02/09		(4,825,525	)		1.4631		(7,060,229	)
Euro	UBS AG	Short		10/02/09		(6,096,400	)		1.4631		(8,919,647	)

The September 30, 2009 USD market value equals the number of Euros multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Euro:

As of September 30, 2010, the ProShares UltraShort Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2010, which are sensitive to exchange rate price risk.

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Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	10/08/10		83,196,500			1.3631	$	113,402,195
Euro	UBS AG	Long	10/08/10		71,122,800			1.3631		96,944,964
Euro	Goldman Sachs International	Short	10/08/10		(275,824,625	)		1.3631		(375,966,753	)
Euro	UBS AG	Short	10/08/10		(285,937,800	)		1.3631		(389,751,663	)

The September 30, 2010 USD market value equals the number of Euros multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares UltraShort Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2009, which are sensitive to exchange rate price risk.

Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	10/02/09		25,698,425			1.4631	$	37,599,381
Euro	UBS AG	Long	10/02/09		28,147,700			1.4631		41,182,917
Euro	UBS AG	Long	10/09/09		673,100			1.4631		984,813
Euro	Goldman Sachs International	Short	10/02/09		(25,698,425	)		1.4631		(37,599,381	)
Euro	UBS AG	Short	10/02/09		(28,147,700	)		1.4631		(41,182,917	)
Euro	Goldman Sachs International	Short	10/09/09		(25,698,425	)		1.4631		(37,599,381	)
Euro	UBS AG	Short	10/09/09		(27,997,700	)		1.4631		(40,963,452	)

The September 30, 2009 USD market value equals the number of Euros multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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ProShares Ultra Yen:

As of September 30, 2010, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2010, which are sensitive to exchange rate price risk.

Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	10/08/10		421,140,000			0.011974	$	5,042,857
Yen	UBS AG	Long	10/08/10		682,610,000			0.011974		8,173,777
Yen	Goldman Sachs International	Short	10/08/10		(38,640,000	)		0.011974		(462,687	)
Yen	UBS AG	Short	10/08/10		(2,800,000	)		0.011974		(33,528	)

The September 30, 2010 USD market value equals the number of Yen multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2009, which are sensitive to exchange rate price risk.

Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	10/02/09		435,500,000			0.011138	$	4,850,730
Yen	UBS AG	Long	10/02/09		327,690,000			0.011138		3,649,909
Yen	Goldman Sachs International	Long	10/09/09		435,500,000			0.011138		4,850,730
Yen	UBS AG	Long	10/09/09		326,620,000			0.011138		3,637,991
Yen	Goldman Sachs International	Short	10/02/09		(435,500,000	)		0.011138		(4,850,730	)
Yen	UBS AG	Short	10/02/09		(327,690,000	)		0.011138		(3,649,909	)

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generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Yen:

As of September 30, 2010, the ProShares UltraShort Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2010, which are sensitive to exchange rate price risk.

Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International		Long		10/08/10		3,369,670,000			0.011974	$	40,349,439
Yen	UBS AG		Long		10/08/10		1,717,910,000			0.011974		20,570,770
Yen	Goldman Sachs International		Short		10/08/10		(15,769,330,000	)		0.011974		(188,826,687	)
Yen	UBS AG		Short		10/08/10		(16,586,520,000	)		0.011974		(198,611,965	)

The September 30, 2010 USD market value equals the number of Yen multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of September 30, 2009, the ProShares UltraShort Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2009, which are sensitive to exchange rate price risk.

Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International		Long		10/02/09		2,040,330,000			0.011138	$	22,725,808
Yen	UBS AG		Long		10/02/09		2,419,730,000			0.011138		26,951,679
Yen	UBS AG		Long		10/09/09		66,150,000			0.011138		736,798
Yen	Goldman Sachs International		Short		10/02/09		(2,040,330,000	)		0.011138		(22,725,808	)
Yen	UBS AG		Short		10/02/09		(2,419,730,000	)		0.011138		(26,951,679	)
Yen	Goldman Sachs International		Short		10/09/09		(2,010,510,000	)		0.011138		(22,393,663	)
Yen	UBS AG		Short		10/09/09		(2,219,230,000	)		0.011138		(24,718,449	)

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The September 30, 2009 USD market value equals the number of Yen multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Qualitative Disclosure

As described above in Item 2 of this Quarterly Report on Form 10-Q, it is the investment objective of each Fund, currently operational, to seek daily investment results, before fees and expenses, which correspond to twice (200%) the daily performance, whether positive or negative, of its corresponding benchmark. Each Ultra ProShares Fund seeks daily investment results (before fees and expenses) that correspond to twice (200%) the daily performance of its corresponding benchmark. Each UltraShort ProShares Fund seeks daily investment results (before fees and expenses) that correspond to twice (200%) the inverse (opposite) of the daily performance of its corresponding benchmark. The Funds do not seek to achieve these stated investment objectives over a period of time greater than one day because mathematical compounding prevents the Funds from achieving such results. Performance over longer periods of time will be influenced not only by the cumulative period performance of the corresponding benchmark but equally by the intervening volatility of the benchmark as well as fees and expenses, including costs associated with the use of Financial Instruments such as financing costs and trading spreads. Future period returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by two or negative two. Investors should monitor their ProShares holdings consistent with their strategies, as frequently as daily. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

Primary Market Risk Exposure

Each Fund’s investment objective and corresponding benchmark defines the primary market risks that the Funds are exposed to. For example, the primary market risk that the ProShares Ultra DJ-UBS Crude Oil and the ProShares UltraShort DJ-UBS Crude Oil Funds are exposed to are direct and inverse exposure, respectively, to the price of crude oil as measured by the return of holding and periodically rolling crude oil futures contracts (the Dow Jones-UBS Commodity Index and its sub-indexes are based on the price of rolling futures positions, rather than on the cash price for immediate delivery of the corresponding commodity).

Each Fund’s exposure to market risk is further influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

As described above in Item 2 of this Quarterly Report on Form 10-Q, trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contracts or forward agreements into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it is required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

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Commodity Price Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying a Commodity Index Fund or a Commodity Fund, and in turn, the Financial Instruments and other assets, if any, owned by such a Fund. The impact of changes in the price of a physical commodity or of a commodity index (comprised of commodity futures contracts) will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an UltraShort Fund and daily decreases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an Ultra Fund. Performance over time is a cumulative effect of geometrically linking each day’s leveraged or inverse leveraged returns. For instance, if a corresponding benchmark was up 10% and then down 10%, which would result in a (1.1*0.9)-1 = -1% period benchmark return, the two-day period return for a theoretical two-times fund would be equal to a (1.2 *0.8)-1 = -4% period Fund return (rather than simply two times the period return of the benchmark).

Exchange Rate Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Currency Funds, several factors may affect the value of the foreign currencies or the U.S. Dollar, and, in turn, the swap agreements, futures contracts, forward contracts thereof and other assets, if any, owned by a Fund. The impact of changes in the price of a currency will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of a currency will negatively impact the daily performance of Shares of an UltraShort Fund and daily decreases in the price of a currency will negatively impact the daily performance of Shares of an Ultra Fund. Performance over time is a cumulative effect of geometrically linking each day’s leveraged or inverse leveraged returns. For instance, if a corresponding benchmark was up 10% and then down 10%, which would result in a (1.1*0.9)-1 = -1% period benchmark return, the two-day period return for a theoretical two-times fund would be equal to a (1.2 *0.8)-1 = -4% period Fund return (rather than simply two times the period return of the benchmark).

Managing Market Risks

Each Fund seeks to remain fully exposed to the corresponding benchmark at the levels implied by the relevant investment objective (200% or -200%), regardless of market direction or sentiment. As described above in Item 2 of this Quarterly Report on Form 10-Q, this is done through the use of various Financial Instruments. No attempt is made to adjust market exposure in order to avoid changes to the benchmark that would cause the Funds to lose value.

The use of certain Financial Instruments introduces counterparty risk. A Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments and repurchase agreements entered into by the Fund. A Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. Each Fund intends to enter into swap and forward agreements only with large, established and well capitalized financial institutions that meet certain credit quality standards and monitoring policies. Each Fund may use various techniques to minimize credit risk including early termination or reset and payment, and limiting the net amount due from any individual counterparty.

Most Financial Instruments held by the Funds are “unfunded” meaning that the Fund will obtain exposure to the corresponding benchmark while still being in possession of its original cash assets. The cash positions that result from use of such Financial Instruments are held in a manner to minimize both interest rate and credit risk. During the reporting period, cash positions were maintained in a non-interest bearing demand deposit account. The Funds

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also invest a portion of this cash in cash equivalents (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities).

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Item 4.

Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Funds (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of September 30, 2010, to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the 1934 Act on behalf of the Funds is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the duly authorized officers of the Trust as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Funds’ internal control over financial reporting that occurred during the quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Funds’ internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1.

Legal Proceedings.

The Trust is a defendant (along with several others) in a consolidated class action styled In re ProShares Trust Securities Litigation, Civ. No. 09-cv-6935, filed in the United States District Court for the Southern District of New York. The complaint alleges that the defendants violated Sections 11 and 15 of the Securities Act of 1933 by issuing untrue statements of material fact and omitting material facts in the Registration Statement for one or more ProShares ETFs, allegedly failing to adequately disclose the funds’ investment objectives and risks. The Trust was added as a defendant in an amendment to the complaint filed on September 24, 2010. The five Funds of the Trust named in the complaint are ProShares Ultra Silver, ProShares UltraShort Gold, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Crude Oil, and ProShares UltraShort Silver. The Trust believes the complaint is without merit and that the anticipated outcome will not adversely impact the operation of the Trust or any of its Funds.

Item 1A.

Risk Factors.

There has not been a material change to the Risk Factors previously disclosed in Part I, Item 1A in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009 and Part II, Item 1A in the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.

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Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

(a)

None.

(b)

The Trust initially registered Shares on Form S-1 (No. 333-146801), which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on Form S-1 (No. 333-156888), which was declared effective on February 13, 2009. The Trust terminated these two offerings before the sale of all Shares registered and re-allocated the remaining amount of the Shares registered among the Funds pursuant to its Registration Statement on Form S-3 (No. 333-163511), which was declared effective on December 4, 2009, as supplemented, and registered additional Shares and Funds pursuant to Post-Effective Amendment No. 1 to that Registration Statement, which was declared effective on May 28, 2010, as supplemented. Substantially all of the proceeds received by each Fund from the issuance and sale of Shares to Authorized Participants are used by each Fund to enter into Financial Instruments relating to that Fund’s benchmark in combination with cash or cash equivalents and/or U.S. Treasury Securities or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. or the applicable foreign currency with respect to a Currency Fund) that may be used to collateralize swap agreements or forward contracts or deposited with FCMs as margin in connection with any futures transactions. Each Fund continuously offers and redeems its Shares in blocks of 50,000 Shares.


Title of Securities Registered	Amount Registered		Shares Sold for the three months ended September 30, 2010		Sale Price of Shares Sold for the three months ended September 30, 2010
ProShares Ultra DJ-UBS Commodity Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares UltraShort DJ-UBS Commodity Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares Ultra DJ-UBS Crude Oil Common Units of Beneficial Interest	$	3,000,000,000		31,700,000	$	285,753,714
ProShares UltraShort DJ-UBS Crude Oil Common Units of Beneficial Interest	$	1,500,000,000		6,500,000	$	88,341,486
ProShares Short DJ-UBS Natural Gas Common Units of Beneficial Interest	$	1,000,000,000		—	$	—
ProShares Ultra Gold Common Units of Beneficial Interest	$	1,000,000,000		250,000	$	13,239,637
ProShares Short Gold Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares UltraShort Gold Common Units of Beneficial Interest	$	1,000,000,000		450,000	$	16,431,249
ProShares Ultra Silver Common Units of Beneficial Interest	$	1,000,000,000		50,000	$	2,921,628
ProShares UltraShort Silver Common Units of Beneficial Interest	$	1,000,000,000		1,250,000	$	35,675,093
ProShares Ultra Euro Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares UltraShort Euro Common Units of Beneficial Interest	$	1,090,463,394		1,300,000	$	29,387,242
ProShares Ultra Yen Common Units of Beneficial Interest	$	500,000,000		50,000	$	1,458,689
ProShares UltraShort Yen Common Units of Beneficial Interest	$	500,000,000		3,700,000	$	65,761,078
Total:	$	13,590,463,394		45,250,000	$	538,969,816

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(c)	From June 30, 2010 through September 30, 2010, the number of Shares redeemed and average price per Share for each Fund were as follows:


Fund	Total Number of Shares Redeemed		Average Price Per Share
ProShares Ultra DJ-UBS Commodity
07/01/10 to 07/31/10		50,000	$	21.73
08/01/10 to 08/31/10		50,000		23.80
09/01/10 to 09/30/10		100,000		26.45
ProShares UltraShort DJ-UBS Commodity
07/01/10 to 07/31/10		50,000		16.03
08/01/10 to 08/31/10		50,000		15.41
09/01/10 to 09/30/10		—		—
ProShares Ultra DJ-UBS Crude Oil
07/01/10 to 07/31/10		13,550,000		9.90
08/01/10 to 08/31/10		13,250,000		10.71
09/01/10 to 09/30/10		18,750,000		9.74
ProShares UltraShort DJ-UBS Crude Oil
07/01/10 to 07/31/10		900,000		16.56
08/01/10 to 08/31/10		5,800,000		14.89
09/01/10 to 09/30/10		200,000		13.34
ProShares Ultra Gold
07/01/10 to 07/31/10		350,000		50.30
08/01/10 to 08/31/10		50,000		52.03
09/01/10 to 09/30/10		250,000		58.85
ProShares UltraShort Gold
07/01/10 to 07/31/10		—		—
08/01/10 to 08/31/10		100,000		39.99
09/01/10 to 09/30/10		—		—
ProShares Ultra Silver
07/01/10 to 07/31/10		200,000		58.78
08/01/10 to 08/31/10		150,000		62.17
09/01/10 to 09/30/10		200,000		72.41
ProShares UltraShort Silver
07/01/10 to 07/31/10		250,000		34.07
08/01/10 to 08/31/10		100,000		29.70
09/01/10 to 09/30/10		—		—
ProShares Ultra Euro
07/01/10 to 07/31/10		100,000		24.67
08/01/10 to 08/31/10		100,000		23.43
09/01/10 to 09/30/10		100,000		25.68
ProShares UltraShort Euro
07/01/10 to 07/31/10		3,100,000		22.90
08/01/10 to 08/31/10		950,000		22.27
09/01/10 to 09/30/10		1,750,000		21.40
ProShares Ultra Yen
07/01/10 to 07/31/10		—		—
08/01/10 to 08/31/10		—		—
09/01/10 to 09/30/10		—		—
ProShares UltraShort Yen
07/01/10 to 07/31/10		1,000,000		18.34
08/01/10 to 08/31/10		—		—
09/01/10 to 09/30/10		600,000		17.62
Total:		62,100,000	$	13.22

Item 3.

Defaults Upon Senior Securities.

None.

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Item 4.

Reserved.

Item 5.

Other Information.

None.

Item 6.

Exhibits.


Exhibit No.		Description of Document
31.1		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
31.2		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
32.1		Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
32.2		Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
101.INS		XBRL Instance Document(3)
101.SCH		XBRL Taxonomy Extension Schema(3)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase(3)
101.DEF		XBRL Taxonomy Extension Definition Linkbase(3)
101.LAB		XBRL Taxonomy Extension Label Linkbase(3)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase(3)

(1)	Filed herewith.

(2)	Furnished herewith.

(3)

In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PROSHARES TRUST II

/s/ Louis Mayberg

By: Louis Mayberg

Principal Executive Officer

Date: November 9, 2010

/s/ Edward Karpowicz

By: Edward Karpowicz

Principal Financial Officer

Date: November 9, 2010