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

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form 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 June 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). ¨ 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.	121

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings.	122

Item 1A.	Risk Factors.	122

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	123

Item 3.	Defaults Upon Senior Securities.	125

Item 4.	Reserved.	125

Item 5.	Other Information.	125

Item 6.	Exhibits.	125

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


	June 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	1,536,012	$	78,112
Short-term U.S. government and agency obligations (Note 3) (cost $10,235,478 and $18,504,220, respectively)		10,236,860		18,503,052
Unrealized appreciation on swap agreements		541,400		1,177,968

Total assets		12,314,272		19,759,132

Liabilities and shareholders’ equity
Liabilities
Management fee payable		9,323		15,200

Total liabilities		9,323		15,200

Shareholders’ equity
Paid-in capital		10,839,183		14,857,362
Accumulated earnings (deficit)		1,465,766		4,886,570

Total shareholders’ equity		12,304,949		19,743,932

Total liabilities and shareholders’ equity	$	12,314,272	$	19,759,132

Shares outstanding		550,014		700,014

Net asset value per share	$	22.37	$	28.21

Market value per share (Note 2)	$	22.16	$	28.43

See accompanying notes to financial statements.

-2-

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (83% of shareholders’ equity)
U.S. Treasury Bills:
0.260% due 08/26/10†	$	5,740,000	$	5,738,465
0.195% due 09/09/10†		2,500,000		2,499,257
0.230% due 10/07/10		2,000,000		1,999,138

Total short-term U.S. government and agency obligations (cost $10,235,478)			$	10,236,860

Swap Agreements^


	Termination Date	Notional Amount at Value*	Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	07/06/10	$ 6,292,846	$	138,031
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	07/06/10	18,324,499		403,369

			$	541,400

^	The positions and counterparties herein are as of June 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.

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

See accompanying notes to financial statements.

-3-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	6,549		$	1,791		$	11,318		$	2,274

Expenses
Management fee		28,875			30,449			60,926			26,503
Offering costs		—			19,322			—			38,430

Total expenses		28,875			49,771			60,926			64,933

Net investment income (loss)		(22,326	)		(47,980	)		(49,608	)		(62,659	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(2,396,285	)		3,718,222			(2,738,144	)		3,755,997
Short-term U.S. government and agency obligations		89			—			966			—

Net realized gain (loss)		(2,396,196	)		3,718,222			(2,737,178	)		3,755,997

Change in net unrealized appreciation/depreciation on
Swap agreements		1,020,246			(1,093,594	)		(636,568	)		(2,077,981	)
Short-term U.S. government and agency obligations		194			—			2,550			—

Change in net unrealized appreciation/depreciation		1,020,440			(1,093,594	)		(634,018	)		(2,077,981	)

Net realized and unrealized gain (loss)		(1,375,756	)		2,624,628			(3,371,196	)		1,678,016

Net income (loss)	$	(1,398,082	)	$	2,576,648		$	(3,420,804	)	$	1,615,357

Net income (loss) per weighted-average share	$	(2.74	)	$	2.73		$	(6.63	)	$	2.51

Weighted-average shares outstanding		509,904			942,322			516,312			643,108

See accompanying notes to financial statements.

-4-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2010

(unaudited)


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

Addition of 250,000 shares		5,958,070
Redemption of 400,000 shares		(9,976,249	)

Net addition (redemption) of (150,000) shares		(4,018,179	)


Net investment income (loss)		(49,608	)
Net realized gain (loss)		(2,737,178	)
Change in net unrealized appreciation/depreciation		(634,018	)

Net income (loss)		(3,420,804	)


Shareholders’ equity, at June 30, 2010	$	12,304,949

See accompanying notes to financial statements.

-5-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	(3,420,804	)	$	1,615,357
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for swap agreements		—			(12,960,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		8,268,742			(9,637,846	)
Change in unrealized appreciation/depreciation on investments		634,018			2,077,981
(Increase) Decrease in receivable from Sponsor		—			26,503
Amortization of offering cost		—			38,430
(Decrease) in management fee payable		(5,877	)		—

Net cash provided by (used in) operating activities		5,476,079			(18,839,575	)

Cash flow from financing activities
Proceeds from addition of shares		5,958,070			25,899,595
Payment on shares redeemed		(9,976,249	)		—

Net cash provided by (used in) financing activities		(4,018,179	)		25,899,595

Net increase (decrease) in cash		1,457,900			7,060,020
Cash, beginning of period		78,112			1,745,354

Cash, end of period	$	1,536,012		$	8,805,374

See accompanying notes to financial statements.

-6-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	904,556		$	90,383
Segregated cash balances for swap agreements		419,200			485,000
Short-term U.S. government and agency obligations (Note 3) (cost $2,498,793 and $2,568,287, respectively)		2,499,060			2,568,141

Total assets		3,822,816			3,143,524

Liabilities and shareholders’ equity
Liabilities
Management fee payable		3,629			2,493
Unrealized depreciation on swap agreements		437,534			216,605

Total liabilities		441,163			219,098

Shareholders’ equity
Paid-in capital		5,193,421			5,049,843
Accumulated earnings (deficit)		(1,811,768	)		(2,125,417	)

Total shareholders’ equity		3,381,653			2,924,426

Total liabilities and shareholders’ equity	$	3,822,816		$	3,143,524

Shares outstanding		200,014			200,014

Net asset value per share	$	16.91		$	14.62

Market value per share (Note 2)	$	17.01		$	14.65

See accompanying notes to financial statements.

-7-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (74% of shareholders’ equity)
U.S. Treasury Bills:
0.260% due 08/26/10†	$	1,000,000	$	999,733
0.190% due 09/23/10†		1,000,000		999,631
0.205% due 11/04/10		500,000		499,696

Total short-term U.S. government and agency obligations (cost $2,498,793)			$	2,499,060

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	07/06/10	$	(1,504,460	)	$	(107,599	)
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	07/06/10		(5,246,244	)		(329,935	)

						$(437,534)

^	The positions and counterparties herein are as of June 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.

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

See accompanying notes to financial statements.

-8-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	1,438		$	154		$	2,318		$	390

Expenses
Management fee		10,734			—			19,491			—
Offering costs		—			77,243			—			153,637
Limitation by Sponsor		—			(71,154	)		—			(140,717	)

Total expenses		10,734			6,089			19,491			12,920

Net investment income (loss)		(9,296	)		(5,935	)		(17,173	)		(12,530	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		688,684			(1,068,161	)		551,420			(1,079,538	)
Short-term U.S. government and agency obligations		—			—			(82	)		—

Net realized gain (loss)		688,684			(1,068,161	)		551,338			(1,079,538	)

Change in net unrealized appreciation/depreciation on
Swap agreements		(548,694	)		340,661			(220,929	)		472,159
Short-term U.S. government and agency obligations		36			—			413			—

Change in net unrealized appreciation/depreciation		(548,658	)		340,661			(220,516	)		472,159

Net realized and unrealized gain (loss)		140,026			(727,500	)		330,822			(607,379	)

Net income (loss)	$	130,730		$	(733,435	)	$	313,649		$	(619,909	)

Net income (loss) per weighted-average share	$	0.47		$	(6.54	)	$	1.21		$	(5.84	)

Weighted-average shares outstanding		277,487			112,102			258,854			106,091

See accompanying notes to financial statements.

-9-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2010

(unaudited)


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

Addition of 200,000 shares		3,370,174
Redemption of 200,000 shares		(3,226,596	)

Net addition (redemption) of 0 shares		143,578


Net investment income (loss)		(17,173	)
Net realized gain (loss)		551,338
Change in net unrealized appreciation/depreciation		(220,516	)

Net income (loss)		313,649


Shareholders’ equity, at June 30, 2010	$	3,381,653

See accompanying notes to financial statements.

-10-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	313,649		$	(619,909	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for swap agreements		65,800			(790,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		69,494			(1,064,989	)
Change in unrealized appreciation/depreciation on investments		220,516			(472,159	)
(Increase) in receivable from Sponsor		—			(140,717	)
Amortization of offering cost		—			153,637
Increase (Decrease) in management fee payable		1,136			—

Net cash provided by (used in) operating activities		670,595			(2,934,137	)

Cash flow from financing activities
Proceeds from addition of shares		3,370,174			3,165,714
Payment on shares redeemed		(3,226,596	)		—

Net cash provided by (used in) financing activities		143,578			3,165,714

Net increase (decrease) in cash		814,173			231,577
Cash, beginning of period		90,383			1,579,140

Cash, end of period	$	904,556		$	1,810,717

See accompanying notes to financial statements.

-11-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	8,052,003	$	80,936
Segregated cash balances with brokers for futures contracts		20,899,564		13,574,925
Short-term U.S. government and agency obligations (Note 3) (cost $446,082,069 and $323,044,324, respectively)		446,105,615		323,026,067
Unrealized appreciation on swap agreements		22,463,244		21,129,076
Receivable from capital shares sold		6,742,296		—
Receivable on open futures contracts		—		1,466,444

Total assets		504,262,722		359,277,448

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		2,585,828		35,195,574
Management fee payable		424,723		262,204

Total liabilities		3,010,551		35,457,778

Shareholders’ equity
Paid-in capital		387,487,874		190,554,540
Accumulated earnings (deficit)		113,764,297		133,265,130

Total shareholders’ equity		501,252,171		323,819,670

Total liabilities and shareholders’ equity	$	504,262,722	$	359,277,448

Shares outstanding		52,050,014		25,650,014

Net asset value per share	$	9.63	$	12.62

Market value per share (Note 2)	$	9.53	$	12.68

See accompanying notes to financial statements.

-12-

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (89% of shareholders’ equity)
U.S. Cash Management Bills:
0.077% due 07/15/10†	$	81,100,000	$	81,097,056
U.S. Treasury Bills:
0.150% due 07/22/10		22,000,000		21,998,348
0.050% due 07/29/10		49,000,000		48,993,748
0.185% due 08/26/10		63,650,000		63,632,980
0.160% due 09/09/10		49,000,000		48,985,442
0.220% due 09/16/10†		24,000,000		23,992,147
0.230% due 10/07/10†		10,000,000		9,995,688
0.200% due 10/21/10†		49,000,000		48,975,828
0.208% due 11/04/10†		61,000,000		60,962,936
0.220% due 11/18/10†		30,000,000		29,978,574
0.286% due 12/16/10†		7,500,000		7,492,868

Total short-term U.S. government and agency obligations (cost $446,082,069)			$	446,105,615

Futures Contracts Purchased


	Number of Contracts	Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil – NYMEX, expires September 2010	4,598	$	350,183,680	$	1,499,120

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	07/06/10	$	240,847,937	$	9,836,917
Swap agreement with UBS AG based on Dow Jones-UBS Crude Oil Sub-Index	07/06/10		411,408,299		12,626,327

				$	22,463,244

^	The positions and counterparties herein are as of June 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.

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

See accompanying notes to financial statements.

-13-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	132,798		$	36,106		$	174,054		$	69,821

Expenses
Management fee		841,537			689,780			1,445,462			1,399,471
Brokerage commissions		51,622			54,556			79,965			186,506
Offering costs		—			38,627			—			76,829

Total expenses		893,159			782,963			1,525,427			1,662,806

Net investment income (loss)		(760,361	)		(746,857	)		(1,351,373	)		(1,592,985	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(11,447,341	)		85,053,189			8,078,781			41,331,968
Swap agreements		(45,766,422	)		76,735,007			(12,270,907	)		39,216,145
Short-term U.S. government and agency obligations		2,683			—			45,375			—

Net realized gain (loss)		(57,211,080	)		161,788,196			(4,146,751	)		80,548,113

Change in net unrealized appreciation/depreciation on
Futures contracts		(9,058,300	)		(22,476,590	)		(15,378,680	)		(16,612,830	)
Swap agreements		17,726,009			20,557,303			1,334,168			4,755,439
Short-term U.S. government and agency obligations		18,945			—			41,803			—

Change in net unrealized appreciation/depreciation		8,686,654			(1,919,287	)		(14,002,709	)		(11,857,391	)

Net realized and unrealized gain (loss)		(48,524,426	)		159,868,909			(18,149,460	)		68,690,722

Net income (loss)	$	(49,284,787	)	$	159,122,052		$	(19,500,833	)	$	67,097,737

Net income (loss) per weighted-average share	$	(1.44	)	$	5.11		$	(0.70	)	$	1.97

Weighted-average shares outstanding		34,243,421			31,169,794			28,033,992			34,069,075

See accompanying notes to financial statements.

-14-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2010

(unaudited)


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

Addition of 68,650,000 shares		702,031,785
Redemption of 42,250,000 shares		(505,098,451	)

Net addition (redemption) of 26,400,000 shares		196,933,334


Net investment income (loss)		(1,351,373	)
Net realized gain (loss)		(4,146,751	)
Change in net unrealized appreciation/depreciation		(14,002,709	)

Net income (loss)		(19,500,833	)


Shareholders’ equity, at June 30, 2010	$	501,252,171

See accompanying notes to financial statements.

-15-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	(19,500,833	)	$	67,097,737
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for swap agreements		—			(56,600,000	)
(Increase) Decrease in segregated cash balances with brokers for futures contracts		(7,324,639	)		20,120,527
Net sale (purchase) of short-term U.S. government and agency obligations		(123,037,745	)		(105,996,361	)
Change in unrealized appreciation/depreciation on investments		(1,375,971	)		(4,755,439	)
Decrease in receivable on futures contracts		1,466,444			20,527,738
(Increase) Decrease in receivable from Sponsor		—			16,192
Amortization of offering cost		—			76,829
Increase (Decrease) in management fee payable		162,519			—
(Decrease) Increase in payable to Sponsor		—			538,361

Net cash provided by (used in) operating activities		(149,610,225	)		(58,974,416	)

Cash flow from financing activities
Proceeds from addition of shares		695,289,489			754,505,680
Payment on shares redeemed		(537,708,197	)		(682,567,291	)

Net cash provided by (used in) financing activities		157,581,292			71,938,389

Net increase (decrease) in cash		7,971,067			12,963,973
Cash, beginning of period		80,936			40,341,120

Cash, end of period		$ 8,052,003			$ 53,305,093

See accompanying notes to financial statements.

-16-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	23,305,497	$	75,409
Segregated cash balances for swap agreements		387,100		—
Segregated cash balances with brokers for futures contracts		2,252,813		4,162,725
Short-term U.S. government and agency obligations (Note 3) (cost $31,120,176 and $66,498,959, respectively)		31,124,437		66,495,308
Receivable from capital shares sold		—		8,244,946
Receivable on open futures contracts		417,984		—

Total assets		57,487,831		78,978,388

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		4,527,290		—
Payable on open futures contracts		—		1,271,069
Management fee payable		33,697		68,204
Unrealized depreciation on swap agreements		1,600,736		982,489

Total liabilities		6,161,723		2,321,762

Shareholders’ equity
Paid-in capital		42,638,623		94,438,947
Accumulated earnings (deficit)		8,687,485		(17,782,321	)

Total shareholders’ equity		51,326,108		76,656,626

Total liabilities and shareholders’ equity	$	57,487,831	$	78,978,388

Shares outstanding		3,400,014		5,600,014

Net asset value per share	$	15.10	$	13.69

Market value per share (Note 2)	$	15.24	$	13.65

See accompanying notes to financial statements.

-17-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (61% of shareholders’ equity)
U.S. Treasury Bills:
0.260% due 08/26/10†	$	2,140,000	$	2,139,428
0.195% due 09/09/10†		14,000,000		13,995,840
0.200% due 11/04/10†		10,000,000		9,993,924
0.286% due 12/16/10†		5,000,000		4,995,245

Total short-term U.S. government and agency obligations (cost $31,120,176)			$	31,124,437

Futures Contracts Sold


	Number of Contracts	Notional Amount at Value			Unrealized Appreciation (Depreciation)
Crude Oil – NYMEX, expires September 2010	445	$	33,891,200		$	802,030

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	07/06/10	$	(26,682,771	)	$	(398,913	)
Swap agreement with UBS AG based on Dow Jones-UBS Crude Oil Sub-Index	07/06/10		(42,068,224	)		(1,201,823	)

					$	(1,600,736	)

^	The positions and counterparties herein are as of June 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.

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

See accompanying notes to financial statements.

-18-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	33,056		$	7,498		$	55,494		$	9,389

Expenses
Management fee		189,102			79,934			406,784			62,584
Brokerage commissions		15,543			19,379			27,722			53,069
Offering costs		—			77,243			—			153,637

Total expenses		204,645			176,556			434,506			269,290

Net investment income (loss)		(171,589	)		(169,058	)		(379,012	)		(259,901	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		5,375,460			(13,729,760	)		5,001,258			(10,237,821	)
Swap agreements		16,625,026			(16,070,328	)		18,583,440			(16,070,328	)
Short-term U.S. government and agency obligations		7,620			—			8,525			—

Net realized gain (loss)		22,008,106			(29,800,088	)		23,593,223			(26,308,149	)

Change in net unrealized appreciation/depreciation on
Futures contracts		3,248,810			925,020			3,865,930			4,645,600
Swap agreements		1,175,687			(1,780,068	)		(618,247	)		(1,858,544	)
Short-term U.S. government and agency obligations		1,417			—			7,912			—

Change in net unrealized appreciation/depreciation		4,425,914			(855,048	)		3,255,595			2,787,056

Net realized and unrealized gain (loss)		26,434,020			(30,655,136	)		26,848,818			(23,521,093	)

Net income (loss)	$	26,262,431		$	(30,824,194	)	$	26,469,806		$	(23,780,994	)

Net income (loss) per weighted-average share	$	4.19		$	(9.38	)	$	4.05		$	(11.77	)

Weighted-average shares outstanding		6,263,201			3,286,278			6,542,279			2,019,904

See accompanying notes to financial statements.

-19-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2010

(unaudited)


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

Addition of 18,350,000 shares		237,147,759
Redemption of 20,550,000 shares		(288,948,083	)

Net addition (redemption) of (2,200,000) shares		(51,800,324	)


Net investment income (loss)		(379,012	)
Net realized gain (loss)		23,593,223
Change in net unrealized appreciation/depreciation		3,255,595

Net income (loss)		26,469,806


Shareholders’ equity, at June 30, 2010	$	51,326,108

See accompanying notes to financial statements.

-20-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	26,469,806		$	(23,780,994	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for swap agreements		(387,100	)		(37,840,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		1,909,912			(3,778,675	)
Net sale (purchase) of short-term U.S. government and agency obligations		35,378,783			(57,482,866	)
Change in unrealized appreciation/depreciation on investments		610,335			1,858,544
(Increase) in receivable on futures contracts		(417,984	)		—
(Increase) Decrease in receivable from Sponsor		—			53,143
Amortization of offering cost		—			153,637
(Decrease) in management fee payable		(34,507	)		—
(Decrease) Increase in payable to Sponsor		—			9,441
(Decrease) in payable on futures contracts		(1,271,069	)		(4,265,898	)

Net cash provided by (used in) operating activities		62,258,176			(125,073,668	)

Cash flow from financing activities
Proceeds from addition of shares		245,392,705			337,112,487
Payment on shares redeemed		(284,420,793	)		(195,430,244	)

Net cash provided by (used in) financing activities		(39,028,088	)		141,682,243

Net increase (decrease) in cash		23,230,088			16,608,575
Cash, beginning of period		75,409			7,925,214

Cash, end of period	$	23,305,497		$	24,533,789

See accompanying notes to financial statements.

-21-

PROSHARES SHORT DJ-UBS NATURAL GAS*

STATEMENT OF FINANCIAL CONDITION

JUNE 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


	June 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	19,159,842	$	96,468
Segregated cash balances with brokers for futures contracts		652,358		480,837
Short-term U.S. government and agency obligations (Note 3) (cost $195,418,791 and $168,088,591, respectively)		195,430,393		168,085,670
Receivable on open futures contracts		—		32,930

Total assets		215,242,593		168,695,905

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		6,835,057
Management fee payable		160,765		149,879
Unrealized depreciation on forward agreements		5,757,565		5,234,260

Total liabilities		5,918,330		12,219,196

Shareholders’ equity
Paid-in capital		131,021,098		120,971,898
Accumulated earnings (deficit)		78,303,165		35,504,811

Total shareholders’ equity		209,324,263		156,476,709

Total liabilities and shareholders’ equity	$	215,242,593	$	168,695,905

Shares outstanding		3,750,014		3,550,014

Net asset value per share	$	55.82	$	44.08

Market value per share (Note 2)	$	55.83	$	44.68

See accompanying notes to financial statements.

-23-

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (93% of shareholders’ equity)
U.S. Cash Management Bills:
0.107% due 07/15/10	$	12,000,000	$	11,999,564
U.S. Treasury Bills:
0.150% due 07/22/10		11,000,000		10,999,174
0.120% due 07/29/10		21,000,000		20,997,320
0.260% due 08/26/10†		5,500,000		5,498,529
0.181% due 09/09/10†		44,000,000		43,986,928
0.220% due 09/16/10		4,000,000		3,998,691
0.190% due 09/23/10		14,500,000		14,494,651
0.185% due 09/30/10		24,500,000		24,489,281
0.230% due 10/07/10†		13,000,000		12,994,395
0.150% due 10/14/10†		12,000,000		11,994,627
0.204% due 11/04/10†		20,000,000		19,987,848
0.258% due 11/18/10†		4,000,000		3,997,143
0.210% due 11/26/10†		10,000,000		9,992,242

Total short-term U.S. government and agency obligations (cost $195,418,791)			$	195,430,393

Futures Contracts Purchased


		Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures – COMEX, expires August 2010			116	$	14,452,440	$	124,570

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	07/06/10	$	37,420	$	46,554,222	$	(640,540	)
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	07/06/10		285,800		355,563,780		(5,117,025	)

						$	(5,757,565	)

^	The positions and counterparties herein are as of June 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.

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

See accompanying notes to financial statements.

-24-

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	77,349		$	16,032		$	102,169		$	25,506

Expenses
Management fee		447,194			258,045			830,426			386,087
Brokerage commissions		1,067			1,239			2,071			2,521
Offering costs		—			77,244			—			153,638

Total expenses		448,261			336,528			832,497			542,246

Net investment income (loss)		(370,912	)		(320,496	)		(730,328	)		(516,740	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		984,644			223,390			905,501			353,866
Forward agreements		45,292,173			(953,897	)		42,807,434			(1,333,346	)
Short-term U.S. government and agency obligations		—			—			5,759			—

Net realized gain (loss)		46,276,817			(730,507	)		43,718,694			(979,480	)

Change in net unrealized appreciation/depreciation on
Futures contracts		62,390			65,909			318,770			37,630
Forward agreements		(8,015,828	)		2,738,924			(523,305	)		243,532
Short-term U.S. government and agency obligations		13,222			—			14,523			—

Change in net unrealized appreciation/depreciation		(7,940,216	)		2,804,833			(190,012	)		281,162

Net realized and unrealized gain (loss)		38,336,601			2,074,326			43,528,682			(698,318	)

Net income (loss)	$	37,965,689		$	1,753,830		$	42,798,354		$	(1,215,058	)

Net income (loss) per weighted-average share	$	10.43		$	0.41		$	11.79		$	(0.36	)

Weighted-average shares outstanding		3,640,124			4,273,640			3,630,125			3,417,417

See accompanying notes to financial statements.

-25-

PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2010

(unaudited)


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

Addition of 1,150,000 shares		55,273,217
Redemption of 950,000 shares		(45,224,017	)

Net addition (redemption) of 200,000 shares		10,049,200


Net investment income (loss)		(730,328	)
Net realized gain (loss)		43,718,694
Change in net unrealized appreciation/depreciation		(190,012	)

Net income (loss)		42,798,354


Shareholders’ equity, at June 30, 2010	$	209,324,263

See accompanying notes to financial statements.

-26-

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	42,798,354		$	(1,215,058	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for forward agreements		—			(62,320,000	)
(Increase) in segregated cash balances with brokers for futures contracts		(171,521	)		(345,113	)
Net sale (purchase) of short-term U.S. government and agency obligations		(27,330,200	)		(67,998,364	)
Change in unrealized appreciation/depreciation on investments		508,782			(243,532	)
(Increase) in receivable due from counterparty		—			(5,083,218	)
Decrease in receivable on futures contracts		32,930			2,885
(Increase) Decrease in receivable from Sponsor		—			43,098
Amortization of offering cost		—			153,638
Increase (Decrease) in management fee payable		10,886			—
(Decrease) Increase in payable to Sponsor		—			342,989

Net cash provided by (used in) operating activities		15,849,231			(136,662,675	)

Cash flow from financing activities
Proceeds from addition of shares		55,273,217			151,401,468
Payment on shares redeemed		(52,059,074	)		(16,570,607	)

Net cash provided by (used in) financing activities		3,214,143			134,830,861

Net increase (decrease) in cash		19,063,374			(1,831,814	)
Cash, beginning of period		96,468			23,435,796

Cash, end of period	$	19,159,842		$	21,603,982

See accompanying notes to financial statements.

-27-

PROSHARES SHORT GOLD*

STATEMENT OF FINANCIAL CONDITION

JUNE 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


	June 30, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	900,576		$	75,790
Segregated cash balances for forward agreements		409,500			—
Segregated cash balances with brokers for futures contracts		118,555			140,916
Short-term U.S. government and agency obligations (Note 3) (cost $68,576,880 and $66,312,955, respectively)		68,580,846			66,310,764
Unrealized appreciation on forward agreements		1,762,644			2,144,062

Total assets		71,772,121			68,671,532

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—			1,014,755
Management fee payable		56,489			53,966

Total liabilities		56,489			1,068,721

Shareholders’ equity
Paid-in capital		111,407,721			86,180,401
Accumulated earnings (deficit)		(39,692,089	)		(18,577,590	)

Total shareholders’ equity		71,715,632			67,602,811

Total liabilities and shareholders’ equity	$	71,772,121		$	68,671,532

Shares outstanding (Note 1)		1,889,901			1,290,003

Net asset value per share (Note 1)	$	37.95		$	52.41

Market value per share (Note 1) (Note 2)	$	37.95		$	51.75

See accompanying notes to financial statements.

-29-

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (96% of shareholders’ equity)
U.S. Cash Management Bills:
0.044% due 07/15/10	$	14,000,000	$	13,999,492
U.S. Treasury Bills:
0.150% due 07/22/10		7,000,000		6,999,474
0.163% due 07/29/10		6,000,000		5,999,234
0.260% due 08/26/10†		9,700,000		9,697,406
0.180% due 09/09/10†		7,500,000		7,497,772
0.190% due 09/23/10		6,900,000		6,897,455
0.185% due 09/30/10†		4,500,000		4,498,031
0.230% due 10/07/10†		6,000,000		5,997,413
0.210% due 11/26/10		7,000,000		6,994,569

Total short-term U.S. government and agency obligations (cost $68,576,880)			$	68,580,846

Futures Contracts Sold


	Number of Contracts	Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures – COMEX, expires August 2010	22	$	2,740,980	$	(21,930	)

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	07/06/10	$	(14,798	)	$	(18,410,192	)	$	250,973
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	07/06/10		(98,800	)		(122,917,080	)		1,511,671

								$	1,762,644

^	The positions and counterparties herein are as of June 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.

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

See accompanying notes to financial statements.

-30-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	26,319		$	5,627		$	39,753		$	9,039

Expenses
Management fee		152,203			40,340			314,538			37,026
Brokerage commissions		775			1,045			1,825			2,265
Offering costs		—			77,243			—			153,637

Total expenses		152,978			118,628			316,363			192,928

Net investment income (loss)		(126,659	)		(113,001	)		(276,610	)		(183,889	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(422,725	)		(24,477	)		(314,318	)		(222,084	)
Forward agreements		(18,270,102	)		(2,336,048	)		(20,089,396	)		(7,791,142	)
Short-term U.S. government and agency obligations		53			—			2,156			—

Net realized gain (loss)		(18,692,774	)		(2,360,525	)		(20,401,558	)		(8,013,226	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(1,690	)		(19,724	)		(61,070	)		8,750
Forward agreements		2,688,728			(1,060,650	)		(381,418	)		14,716
Short-term U.S. government and agency obligations		2,175			—			6,157			—

Change in net unrealized appreciation/depreciation		2,689,213			(1,080,374	)		(436,331	)		23,466

Net realized and unrealized gain (loss)		(16,003,561	)		(3,440,899	)		(20,837,889	)		(7,989,760	)

Net income (loss)	$	(16,130,220	)	$	(3,553,900	)	$	(21,114,499	)	$	(8,173,649	)

Net income (loss) per weighted-average share (Note 1)	$	(10.46	)	$	(5.70	)	$	(14.40	)	$	(16.29	)

Weighted-average shares outstanding (Note 1)		1,541,572			623,959			1,466,482			501,660

See accompanying notes to financial statements.

-31-

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2010

(unaudited)


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

Addition of 1,150,000 shares (Note 1)		49,991,342
Redemption of 550,102 shares (Note 1)		(24,764,022	)

Net addition (redemption) of 599,898 shares (Note 1)		25,227,320


Net investment income (loss)		(276,610	)
Net realized gain (loss)		(20,401,558	)
Change in net unrealized appreciation/depreciation		(436,331	)

Net income (loss)		(21,114,499	)


Shareholders’ equity, at June 30, 2010	$	71,715,632

See accompanying notes to financial statements.

-32-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	(21,114,499	)	$	(8,173,649	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for forward agreements		(409,500	)		(20,460,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		22,361			(192,195	)
Net sale (purchase) of short-term U.S. government and agency obligations		(2,263,925	)		(19,499,386	)
Change in unrealized appreciation/depreciation on investments		375,261			(14,716	)
(Increase) Decrease in receivable due from counterparty		—			1,845,084
(Increase) in receivable on futures contracts		—			(36,809	)
(Increase) Decrease in receivable from Sponsor		—			37,026
Amortization of offering cost		—			153,637
Increase (Decrease) in management fee payable		2,523			—
(Decrease) in payable on futures contracts		—			(10,931	)

Net cash provided by (used in) operating activities		(23,387,779	)		(46,351,939	)

Cash flow from financing activities
Proceeds from addition of shares		49,991,342			88,548,995
Payment on shares redeemed		(25,778,777	)		(33,013,605	)

Net cash provided by (used in) financing activities		24,212,565			55,535,390

Net increase (decrease) in cash		824,786			9,183,451
Cash, beginning of period		75,790			3,104,221

Cash, end of period	$	900,576		$	12,287,672

See accompanying notes to financial statements.

-33-

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	17,214,196	$	75,670
Segregated cash balances for forward agreements		337,800		—
Segregated cash balances with brokers for futures contracts		823,500		928,138
Short-term U.S. government and agency obligations (Note 3) (cost $170,008,132 and $157,779,376, respectively)		170,026,348		157,772,073
Receivable on open futures contracts		30,878		—

Total assets		188,432,722		158,775,881

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		6,007,423
Management fee payable		138,901		123,889
Unrealized depreciation on forward agreements		7,217,691		7,228,187

Total liabilities		7,356,592		13,359,499

Shareholders’ equity
Paid-in capital		120,432,240		109,869,748
Accumulated earnings (deficit)		60,643,890		35,546,634

Total shareholders’ equity		181,076,130		145,416,382

Total liabilities and shareholders’ equity	$	188,432,722	$	158,775,881

Shares outstanding		2,850,014		2,550,014

Net asset value per share	$	63.54	$	57.03

Market value per share (Note 2)	$	62.67	$	56.15

See accompanying notes to financial statements.

-34-

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (94% of shareholders’ equity)
U.S. Cash Management Bills:
0.053% due 07/15/10	$	13,600,000	$	13,599,506
U.S. Treasury Bills:
0.163% due 07/29/10		9,700,000		9,698,762
0.260% due 08/26/10†		31,600,000		31,591,550
0.191% due 09/09/10†		20,000,000		19,994,058
0.190% due 09/23/10		4,000,000		3,998,525
0.185% due 09/30/10		3,500,000		3,498,469
0.230% due 10/07/10†		14,700,000		14,693,661
0.207% due 11/04/10†		45,000,000		44,972,658
0.220% due 11/18/10†		20,000,000		19,985,716
0.210% due 11/26/10		6,000,000		5,995,345
0.286% due 12/16/10		2,000,000		1,998,098

Total short-term U.S. government and agency obligations (cost $170,008,132)			$	170,026,348


Futures Contracts Purchased
	Number of Contracts	Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures – COMEX, expires September 2010	122	$	11,411,880	$	111,235


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	07/06/10	$	4,720,800	$	88,477,234	$	(1,815,115	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	07/06/10		13,994,000		262,275,548		(5,402,576	)

						$	(7,217,691	)

^	The positions and counterparties herein are as of June 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.

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

See accompanying notes to financial statements.

-35-

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	80,805		$	7,765		$	117,250		$	10,714

Expenses
Management fee		419,415			148,006			791,851			199,948
Brokerage commissions		1,580			1,341			3,355			2,234
Offering costs		—			19,321			—			38,430

Total expenses		420,995			168,668			795,206			240,612

Net investment income (loss)		(340,190	)		(160,903	)		(677,956	)		(229,898	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		1,254,115			444,330			311,419			575,394
Forward agreements		31,635,413			4,954,519			24,739,760			7,677,696
Short-term U.S. government and agency obligations		492			—			7,983			—

Net realized gain (loss)		32,890,020			5,398,849			25,059,162			8,253,090

Change in net unrealized appreciation/depreciation on
Futures contracts		(974,170	)		(358,816	)		680,035			(388,285	)
Forward agreements		(13,766,948	)		(2,659,464	)		10,496			(1,233,708	)
Short-term U.S. government and agency obligations		12,122			—			25,519			—

Change in net unrealized appreciation/depreciation		(14,728,996	)		(3,018,280	)		716,050			(1,621,993	)

Net realized and unrealized gain (loss)		18,161,024			2,380,569			25,775,212			6,631,097

Net income (loss)	$	17,820,834		$	2,219,666		$	25,097,256		$	6,401,199

Net income (loss) per weighted-average share	$	6.25		$	1.35		$	8.74		$	5.27

Weighted-average shares outstanding		2,850,563			1,647,816			2,871,561			1,213,826

See accompanying notes to financial statements.

-36-

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2010

(unaudited)


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

Addition of 1,350,000 shares		73,802,200
Redemption of 1,050,000 shares		(63,239,708	)

Net addition (redemption) of 300,000 shares		10,562,492


Net investment income (loss)		(677,956	)
Net realized gain (loss)		25,059,162
Change in net unrealized appreciation/depreciation		716,050

Net income (loss)		25,097,256


Shareholders’ equity, at June 30, 2010	$	181,076,130

See accompanying notes to financial statements.

-37-

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	25,097,256		$	6,401,199
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for forward agreements		(337,800	)		(31,690,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		104,638			(455,730	)
Net (purchase) of short-term U.S. government and agency obligations		(12,228,756	)		(30,999,293	)
Change in unrealized appreciation/depreciation on investments		(36,015	)		1,233,708
(Increase) in receivable due from counterparty		—			(2,243,695	)
(Increase) Decrease in receivable on futures contracts		(30,878	)		24,488
(Increase) Decrease in receivable from Sponsor		—			30,776
Amortization of offering cost		—			38,430
Increase (Decrease) in management fee payable		15,012			—
(Decrease) Increase in payable to Sponsor		—			155,604

Net cash provided by (used in) operating activities		12,583,457			(57,504,513	)

Cash flow from financing activities
Proceeds from addition of shares		73,802,200			81,428,295
Payment on shares redeemed		(69,247,131	)		(19,880,349	)

Net cash provided by (used in) financing activities		4,555,069			61,547,946

Net increase (decrease) in cash		17,138,526			4,043,433
Cash, beginning of period		75,670			8,641,327

Cash, end of period	$	17,214,196		$	12,684,760

See accompanying notes to financial statements.

-38-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	10,829,844		$	78,312
Segregated cash balances for forward agreements		100			—
Segregated cash balances with brokers for futures contracts		222,750			447,653
Short-term U.S. government and agency obligations (Note 3) (cost $45,578,774 and $64,775,162, respectively)		45,583,644			64,772,241
Unrealized appreciation on forward agreements		2,023,748			2,859,064
Receivable from capital shares sold		1,630,724			—

Total assets		60,290,810			68,157,270

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—			3,588,515
Payable on open futures contracts		64,385			—
Management fee payable		40,767			52,610

Total liabilities		105,152			3,641,125

Shareholders’ equity
Paid-in capital		122,365,076			103,237,063
Accumulated earnings (deficit)		(62,179,418	)		(38,720,918	)

Total shareholders’ equity		60,185,658			64,516,145

Total liabilities and shareholders’ equity	$	60,290,810		$	68,157,270

Shares outstanding (Note 1)		1,879,914			1,370,001

Net asset value per share (Note 1)	$	32.02		$	47.09

Market value per share (Note 1) (Note 2)	$	32.46		$	47.90

See accompanying notes to financial statements.

-39-

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (76% of shareholders’ equity)
U.S. Cash Management Bills:
0.040% due 07/15/10	$	4,500,000	$	4,499,837
U.S. Treasury Bills:
0.260% due 08/26/10†		11,700,000		11,696,872
0.183% due 09/09/10†		9,500,000		9,497,178
0.220% due 09/16/10		3,000,000		2,999,018
0.185% due 09/30/10†		4,500,000		4,498,031
0.230% due 10/07/10†		5,000,000		4,997,844
0.200% due 11/04/10†		2,500,000		2,498,481
0.258% due 11/18/10†		3,000,000		2,997,857
0.210% due 11/26/10†		1,900,000		1,898,526

Total short-term U.S. government and agency obligations (cost $45,578,774)			$	45,583,644


Futures Contracts Sold

	Number of Contracts	Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures – COMEX, expires September 2010	33	$	3,086,820	$	(8,550	)


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	07/06/10	$	(1,627,500	)	$	(30,502,605	)	$	506,214
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	07/06/10		(4,628,000	)		(86,737,976	)		1,517,534

								$	2,023,748

^	The positions and counterparties herein are as of June 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.

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

See accompanying notes to financial statements.

-40-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	24,355		$	3,994		$	39,267		$	5,161

Expenses
Management fee		129,704			50,482			297,094			38,081
Brokerage commissions		1,235			1,379			1,892			2,019
Offering costs		—			38,627			—			76,829

Total expenses		130,939			90,488			298,986			116,929

Net investment income (loss)		(106,584	)		(86,494	)		(259,719	)		(111,768	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(447,210	)		(117,274	)		(63,750	)		(186,571	)
Forward agreements		(19,007,793	)		(4,317,999	)		(22,117,438	)		(5,122,612	)
Short-term U.S. government and agency obligations		130			—			3,217			—

Net realized gain (loss)		(19,454,873	)		(4,435,273	)		(22,177,971	)		(5,309,183	)

Change in net unrealized appreciation/depreciation on
Futures contracts		173,585			211,582			(193,285	)		214,095
Forward agreements		4,889,197			1,861,879			(835,316	)		1,193,780
Short-term U.S. government and agency obligations		2,701			—			7,791			—

Change in net unrealized appreciation/depreciation		5,065,483			2,073,461			(1,020,810	)		1,407,875

Net realized and unrealized gain (loss)		(14,389,390	)		(2,361,812	)		(23,198,781	)		(3,901,308	)

Net income (loss)	$	(14,495,974	)	$	(2,448,306	)	$	(23,458,500	)	$	(4,013,076	)

Net income (loss) per weighted-average share (Note 1)	$	(9.44	)	$	(6.31	)	$	(15.20	)	$	(16.61	)

Weighted-average shares outstanding (Note 1)		1,535,428			388,298			1,543,669			241,548

See accompanying notes to financial statements.

-41-

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2010

(unaudited)


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

Addition of 1,420,000 shares (Note 1)		55,001,132
Redemption of 910,087 shares (Note 1)		(35,873,119	)

Net addition (redemption) of 509,913 shares (Note 1)		19,128,013


Net investment income (loss)		(259,719	)
Net realized gain (loss)		(22,177,971	)
Change in net unrealized appreciation/depreciation		(1,020,810	)

Net income (loss)		(23,458,500	)


Shareholders’ equity, at June 30, 2010	$	60,185,658

See accompanying notes to financial statements.

-42-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	(23,458,500	)	$	(4,013,076	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for forward agreements		(100	)		(27,980,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		224,903			(409,810	)
Net sale (purchase) of short-term U.S. government and agency obligations		19,196,388			(30,351,323	)
Change in unrealized appreciation/depreciation on investments		827,525			(1,193,780	)
(Increase) Decrease in receivable due from counterparty		—			2,293,957
(Increase) Decrease in receivable from Sponsor		—			38,081
Amortization of offering cost		—			76,829
(Decrease) in management fee payable		(11,843	)		—
Increase (Decrease) in payable on futures contracts		64,385			(5,171	)

Net cash provided by (used in) operating activities		(3,157,242	)		(61,544,293	)

Cash flow from financing activities
Proceeds from addition of shares		53,370,408			80,494,533
Payment on shares redeemed		(39,461,634	)		(13,231,208	)

Net cash provided by (used in) financing activities		13,908,774			67,263,325

Net increase (decrease) in cash		10,751,532			5,719,032
Cash, beginning of period		78,312			992,121

Cash, end of period	$	10,829,844		$	6,711,153

See accompanying notes to financial statements.

-43-

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	9,773,269		$	79,160
Short-term U.S. government and agency obligations (Note 3) (cost $6,797,097 and $7,736,562, respectively)		6,797,605			7,736,270

Total assets		16,570,874			7,815,430

Liabilities and shareholders’ equity
Liabilities
Management fee payable		11,834			6,315
Unrealized depreciation on foreign currency forward contracts		229,998			277,258

Total liabilities		241,832			283,573

Shareholders’ equity
Paid-in capital		18,340,903			6,602,808
Accumulated earnings (deficit)		(2,011,861	)		929,049

Total shareholders’ equity		16,329,042			7,531,857

Total liabilities and shareholders’ equity	$	16,570,874		$	7,815,430

Shares outstanding		750,014			250,014

Net asset value per share	$	21.77		$	30.13

Market value per share (Note 2)	$	21.76		$	30.17

See accompanying notes to financial statements.

-44-

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (42% of shareholders’ equity)
U.S. Treasury Bills:
0.260% due 08/26/10†	$	900,000	$	899,759
0.178% due 09/09/10†		3,000,000		2,999,109
0.185% due 09/30/10		2,000,000		1,999,125
0.230% due 10/07/10		900,000		899,612

Total short-term U.S. government and agency obligations (cost $6,797,097)			$	6,797,605

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency		Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	07/02/10	12,336,325		$	15,086,098		$	(102,348	)
Euro with UBS AG	07/02/10	14,965,800			18,301,685			(128,691	)
Euro with Goldman Sachs International	07/16/10	11,770,325			14,393,937			(25 ,065	)
Euro with UBS AG	07/16/10	14,939,500			18,269,522			(33,342	)

							$	(289,446	)

Contracts to Sell
Euro with Goldman Sachs International	07/02/10	(12,336,325	)	$	(15,086,098	)	$	26,297
Euro with UBS AG	07/02/10	(14,965,800	)		(18,301,685	)		33,151

							$	59,448

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

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

See accompanying notes to financial statements.

-45-

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	4,342		$	819		$	5,822		$	1,509

Expenses
Management fee		30,631			—			49,931			—
Offering costs		—			19,321			—			38,430
Limitation by Sponsor		—			(4,710	)		—			(12,053	)

Total expenses		30,631			14,611			49,931			26,377

Net investment income (loss)		(26,289	)		(13,792	)		(44,109	)		(24,868	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(2,103,157	)		346,506			(2,945,250	)		161,220
Short-term U.S. government and agency obligations		(46	)		—			389			—

Net realized gain (loss)		(2,103,203	)		346,506			(2,944,861	)		161,220

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		88,388			274,806			47,260			124,559
Short-term U.S. government and agency obligations		451			—			800			—

Change in net unrealized appreciation/depreciation		88,839			274,806			48,060			124,559

Net realized and unrealized gain (loss)		(2,014,364	)		621,312			(2,896,801	)		285,779

Net income (loss)	$	(2,040,653	)	$	607,520		$	(2,940,910	)	$	260,911

Net income (loss) per weighted-average share	$	(3.67	)	$	2.73		$	(6.90	)	$	1.24

Weighted-average shares outstanding		556,607			222,541			426,257			209,683

See accompanying notes to financial statements.

-46-

PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2010

(unaudited)


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

Addition of 850,000 shares		20,023,154
Redemption of 350,000 shares		(8,285,059	)

Net addition (redemption) of 500,000 shares		11,738,095


Net investment income (loss)		(44,109	)
Net realized gain (loss)		(2,944,861	)
Change in net unrealized appreciation/depreciation		48,060

Net income (loss)		(2,940,910	)


Shareholders’ equity, at June 30, 2010	$	16,329,042

See accompanying notes to financial statements.

-47-

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	(2,940,910	)	$	260,911
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for foreign currency forward contracts		—			(1,340,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		939,465			(3,354,900	)
Change in unrealized appreciation/depreciation on investments		(48,060	)		(124,559	)
(Increase) in receivable from Sponsor		—			(12,053	)
Amortization of offering cost		—			38,430
Increase (Decrease) in management fee payable		5,519			—

Net cash provided by (used in) operating activities		(2,043,986	)		(4,532,171	)

Cash flow from financing activities
Proceeds from addition of shares		20,023,154			3,982,254
Payment on shares redeemed		(8,285,059	)		(1,338,114	)

Net cash provided by (used in) financing activities		11,738,095			2,644,140

Net increase (decrease) in cash		9,694,109			(1,888,031	)
Cash, beginning of period		79,160			4,467,380

Cash, end of period	$	9,773,269		$	2,579,349

See accompanying notes to financial statements.

-48-

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	11,440,343	$	76,035
Short-term U.S. government and agency obligations (Note 3) (cost $434,274,397 and $98,876,200, respectively)		434,314,870		98,870,358
Unrealized appreciation on foreign currency forward contracts		5,633,186		1,954,967
Receivable from capital shares sold		15,072,708

Total assets		466,461,107		100,901,360

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		3,748,085		—
Management fee payable		388,296		53,574

Total liabilities		4,136,381		53,574

Shareholders’ equity
Paid-in capital		380,564,999		110,049,449
Accumulated earnings (deficit)		81,759,727		(9,201,663	)

Total shareholders’ equity		462,324,726		100,847,786

Total liabilities and shareholders’ equity	$	466,461,107	$	100,901,360

Shares outstanding		18,500,014		5,400,014

Net asset value per share	$	24.99	$	18.68

Market value per share (Note 2)	$	25.01	$	18.70

See accompanying notes to financial statements.

-49-

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (94% of shareholders’ equity)
U.S. Cash Management Bills:
0.150% due 07/15/10	$	28,000,000	$	27,998,984
U.S. Treasury Bills:
0.150% due 07/22/10		24,000,000		23,998,198
0.164% due 08/26/10		42,700,000		42,688,582
0.184% due 09/09/10		30,500,000		30,490,938
0.220% due 09/16/10		47,000,000		46,984,622
0.190% due 09/23/10		22,000,000		21,991,884
0.185% due 09/30/10		14,000,000		13,993,875
0.230% due 10/07/10		31,300,000		31,286,503
0.150% due 10/14/10		49,000,000		48,978,058
0.200% due 10/21/10†		22,000,000		21,989,147
0.207% due 11/04/10†		68,000,000		67,958,683
0.258% due 11/18/10		21,000,000		20,985,002
0.210% due 11/26/10†		21,000,000		20,983,708
0.286% due 12/16/10†		14,000,000		13,986,686

Total short-term U.S. government and agency obligations (cost $434,274,397)			$	434,314,870

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency		Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	07/02/10	388,264,025		$	474,808,280		$	(1,258,789	)
Euro with UBS AG	07/02/10	437,601,200			535,142,737			(1,175,967	)
Euro with UBS AG	07/16/10	12,458,700			15,235,751			(7,195	)

							$	(2,441,951	)

Contracts to Sell
Euro with Goldman Sachs International	07/02/10	(388,264,025	)	$	(474,808,280	)	$	2,698,790
Euro with UBS AG	07/02/10	(437,601,200	)		(535,142,737	)		3,694,669
Euro with Goldman Sachs International	07/16/10	(346,717,925	)		(424,001,532	)		738,327
Euro with UBS AG	07/16/10	(421,237,200	)		(515,131,193	)		943,351

							$	8,075,137

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

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

See accompanying notes to financial statements.

-50-

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	194,264		$	7,923		$	233,219		$	13,109

Expenses
Management fee		1,008,849			75,067			1,489,971			119,279
Offering costs		—			19,320			—			38,430

Total expenses		1,008,849			94,387			1,489,971			157,709

Net investment income (loss)		(814,585	)		(86,464	)		(1,256,752	)		(144,600	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		74,527,067			(2,655,513	)		88,468,274			(7,202,324	)
Short-term U.S. government and agency obligations		14,181			—			25,334			—

Net realized gain (loss)		74,541,248			(2,655,513	)		88,493,608			(7,202,324	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(2,026,475	)		(1,771,263	)		3,678,219			(89,615	)
Short-term U.S. government and agency obligations		38,706			—			46,315			—

Change in net unrealized appreciation/depreciation		(1,987,769	)		(1,771,263	)		3,724,534			(89,615	)

Net realized and unrealized gain (loss)		72,553,479			(4,426,776	)		92,218,142			(7,291,939	)

Net income (loss)	$	71,738,894		$	(4,513,240	)	$	90,961,390		$	(7,436,539	)

Net income (loss) per weighted-average share	$	3.97		$	(2.41	)	$	6.42		$	(4.94	)

Weighted-average shares outstanding		18,089,025			1,869,245			14,170,732			1,506,368

See accompanying notes to financial statements.

-51-

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2010

(unaudited)


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

Addition of 18,000,000 shares		391,534,450
Redemption of 4,900,000 shares		(121,018,900	)

Net addition (redemption) of 13,100,000 shares		270,515,550


Net investment income (loss)		(1,256,752	)
Net realized gain (loss)		88,493,608
Change in net unrealized appreciation/depreciation		3,724,534

Net income (loss)		90,961,390


Shareholders’ equity, at June 30, 2010	$	462,324,726

See accompanying notes to financial statements.

-52-

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	90,961,390		$	(7,436,539	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for foreign currency forward contracts		—			(5,600,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		(335,398,197	)		(24,499,309	)
Change in unrealized appreciation/depreciation on investments		(3,724,534	)		89,615
(Increase) Decrease in receivable from Sponsor		—			32,234
Amortization of offering cost		—			38,430
Increase (Decrease) in management fee payable		334,722			—
(Decrease) Increase in payable to Sponsor		—			87,046

Net cash provided by (used in) operating activities		(247,826,619	)		(37,288,523	)

Cash flow from financing activities
Proceeds from addition of shares		376,461,742			56,064,196
Payment on shares redeemed		(117,270,815	)		(17,335,592	)

Net cash provided by (used in) financing activities		259,190,927			38,728,604

Net increase (decrease) in cash		11,364,308			1,440,081
Cash, beginning of period		76,035			7,121,112

Cash, end of period	$	11,440,343		$	8,561,193

See accompanying notes to financial statements.

-53-

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	827,044	$	85,344
Short-term U.S. government and agency obligations (Note 3) (cost $3,198,472 and $4,155,279, respectively)		3,198,817		4,155,133
Unrealized appreciation on foreign currency forward contracts		269,399		—

Total assets		4,295,260		4,240,477

Liabilities and shareholders’ equity
Liabilities
Management fee payable		3,175		3,397
Unrealized depreciation on foreign currency forward contracts		—		315,813

Total liabilities		3,175		319,210

Shareholders’ equity
Paid-in capital		3,969,617		3,969,617
Accumulated earnings (deficit)		322,468		(48,350	)

Total shareholders’ equity		4,292,085		3,921,267

Total liabilities and shareholders’ equity	$	4,295,260	$	4,240,477

Shares outstanding		150,014		150,014

Net asset value per share	$	28.61	$	26.14

Market value per share (Note 2)	$	28.65	$	26.58

See accompanying notes to financial statements.

-54-

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (75% of shareholders’ equity)
U.S. Cash Management Bills:
0.150% due 07/15/10	$	100,000	$	99,996
U.S. Treasury Bills:
0.260% due 08/26/10†		1,000,000		999,733
0.170% due 09/09/10		500,000		499,852
0.185% due 09/30/10		500,000		499,781
0.230% due 10/07/10		700,000		699,698
0.200% due 11/04/10		400,000		399,757

Total short-term U.S. government and agency obligations (cost $3,198,472)			$	3,198,817

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency		Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International	07/02/10	409,000,000		$	4,625,954		$	145,751
Yen with UBS AG	07/02/10	348,900,000			3,946,199			125,131
Yen with Goldman Sachs International	07/16/10	409,000,000			4,625,954			11,055
Yen with UBS AG	07/16/10	348,900,000			3,946,199			10,630

							$	292,567

Contracts to Sell
Yen with Goldman Sachs International	07/02/10	(409,000,000	)	$	(4,625,954	)	$	(11,784	)
Yen with UBS AG	07/02/10	(348,900,000	)		(3,946,199	)		(11,384	)

							$	(23,168	)

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

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

See accompanying notes to financial statements.

-55-

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	1,633		$	439		$	2,546		$	947

Expenses
Management fee		9,418			—			19,069			—
Offering costs		—			19,321			—			38,429
Limitation by Sponsor		—			(10,460	)		—			(20,946	)

Total expenses		9,418			8,861			19,069			17,483

Net investment income (loss)		(7,785	)		(8,422	)		(16,523	)		(16,536	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(102,356	)		142,595			(198,293	)		(708,220	)
Short-term U.S. government and agency obligations		—			—			(69	)		—

Net realized gain (loss)		(102,356	)		142,595			(198,362	)		(708,220	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		535,869			2,666			585,212			100,784
Short-term U.S. government and agency obligations		114			—			491			—

Change in net unrealized appreciation/depreciation		535,983			2,666			585,703			100,784

Net realized and unrealized gain (loss)		433,627			145,261			387,341			(607,436	)

Net income (loss)	$	425,842		$	136,839		$	370,818		$	(623,972	)

Net income (loss) per weighted-average share	$	2.84		$	0.89		$	2.47		$	(4.27	)

Weighted-average shares outstanding		150,014			153,860			150,014			146,147

See accompanying notes to financial statements.

-56-

PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2010

(unaudited)


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

Net investment income (loss)		(16,523	)
Net realized gain (loss)		(198,362	)
Change in net unrealized appreciation/depreciation		585,703

Net income (loss)		370,818


Shareholders’ equity, at June 30, 2010	$	4,292,085

See accompanying notes to financial statements.

-57-

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	370,818		$	(623,972	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for foreign currency forward contracts		—			(590,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		956,807			(2,387,932	)
Change in unrealized appreciation/depreciation on investments		(585,703	)		(100,784	)
(Increase) in receivable from Sponsor		—			(20,946	)
Amortization of offering cost		—			38,429
(Decrease) in management fee payable		(222	)		—

Net cash provided by (used in) operating activities		741,700			(3,685,205	)

Cash flow from financing activities
Proceeds from addition of shares		—			2,725,365

Net increase (decrease) in cash		741,700			(959,840	)
Cash, beginning of period		85,344			2,986,826

Cash, end of period	$	827,044		$	2,026,986

See accompanying notes to financial statements.

-58-

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	8,096,921		$	75,424
Short-term U.S. government and agency obligations (Note 3) (cost $147,234,327 and $62,597,986, respectively)		147,246,664			62,595,795
Unrealized appreciation on foreign currency forward contracts		—			4,865,068

Total assets		155,343,585			67,536,287

Liabilities and shareholders’ equity
Liabilities
Management fee payable		118,764			48,370
Unrealized depreciation on foreign currency forward contracts		9,892,013			—

Total liabilities		10,010,777			48,370

Shareholders’ equity
Paid-in capital		162,279,164			69,482,929
Accumulated earnings (deficit)		(16,946,356	)		(1,995,012	)

Total shareholders’ equity		145,332,808			67,487,917

Total liabilities and shareholders’ equity	$	155,343,585		$	67,536,287

Shares outstanding		7,700,014			3,150,014

Net asset value per share	$	18.87		$	21.42

Market value per share (Note 2)	$	18.84		$	21.30

See accompanying notes to financial statements.

-59-

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (101% of shareholders’ equity)
U.S. Treasury Bills:
0.150% due 07/22/10	$	16,000,000	$	15,998,799
0.129% due 07/29/10		18,000,000		17,997,703
0.220% due 08/26/10†		33,200,000		33,191,122
0.186% due 09/09/10†		16,000,000		15,995,246
0.220% due 09/16/10†		3,000,000		2,999,018
0.190% due 09/23/10†		9,600,000		9,596,459
0.185% due 09/30/10		6,000,000		5,997,375
0.230% due 10/07/10		15,000,000		14,993,532
0.210% due 11/04/10		5,000,000		4,996,962
0.258% due 11/18/10†		8,000,000		7,994,287
0.210% due 11/26/10†		16,000,000		15,987,587
0.286% due 12/16/10†		1,500,000		1,498,574

Total short-term U.S. government and agency obligations (cost $147,234,327)			$	147,246,664


Foreign Currency Forward Contracts^

	Settlement Date	Local Currency		Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International	07/02/10	14,174,880,000		$	160,323,562		$	493,977
Yen with UBS AG	07/02/10	14,601,420,000			165,147,901			784,908
Yen with UBS AG	07/16/10	151,200,000			1,710,132			(1,049	)

							$	1,277,836

Contracts to Sell
Yen with Goldman Sachs International	07/02/10	(14,174,880,000	)	$	(160,323,562	)	$	(5,129,712	)
Yen with UBS AG	07/02/10	(14,601,420,000	)		(165,147,901	)		(5,297,007	)
Yen with Goldman Sachs International	07/16/10	(12,675,790,000	)		(143,368,255	)		(342,619	)
Yen with UBS AG	07/16/10	(13,146,220,000	)		(148,689,006	)		(400,511	)

							$	(11,169,849	)

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

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

See accompanying notes to financial statements.

-60-

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(unaudited)


	Three months ended June 30, 2010			Three months ended June 30, 2009			Six months ended June 30, 2010			Six months ended June 30, 2009
Investment Income
Interest	$	69,595		$	11,195		$	86,129		$	16,577

Expenses
Management fee		364,439			113,131			598,770			152,703
Offering costs		—			19,321			—			38,430

Total expenses		364,439			132,452			598,770			191,133

Net investment income (loss)		(294,844	)		(121,257	)		(512,641	)		(174,556	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(432,430	)		(4,105,677	)		298,913			(1,400,418	)
Short-term U.S. government and agency obligations		1,343			—			4,937			—

Net realized gain (loss)		(431,087	)		(4,105,677	)		303,850			(1,400,418	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(17,979,091	)		(665,624	)		(14,757,081	)		734,901
Short-term U.S. government and agency obligations		10,624			—			14,528			—

Change in net unrealized appreciation/depreciation		(17,968,467	)		(665,624	)		(14,742,553	)		734,901

Net realized and unrealized gain (loss)		(18,399,554	)		(4,771,301	)		(14,438,703	)		(665,517	)

Net income (loss)	$	(18,694,398	)	$	(4,892,558	)	$	(14,951,344	)	$	(840,073	)

Net income (loss) per weighted-average share	$	(2.50	)	$	(2.13	)	$	(2.40	)	$	(0.50	)

Weighted-average shares outstanding		7,474,190			2,291,772			6,221,285			1,666,865

See accompanying notes to financial statements.

-61-

PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2010

(unaudited)


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

Addition of 5,450,000 shares		112,049,212
Redemption of 900,000 shares		(19,252,977	)

Net addition (redemption) of 4,550,000 shares		92,796,235


Net investment income (loss)		(512,641	)
Net realized gain (loss)		303,850
Change in net unrealized appreciation/depreciation		(14,742,553	)

Net income (loss)		(14,951,344	)


Shareholders’ equity, at June 30, 2010	$	145,332,808

See accompanying notes to financial statements.

-62-

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(unaudited)


	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flow from operating activities
Net income (loss)	$	(14,951,344	)	$	(840,073	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for foreign currency forward contracts		—			(7,020,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		(84,636,341	)		(28,999,132	)
Change in unrealized appreciation/depreciation on investments		14,742,553			(734,901	)
(Increase) Decrease in receivable from Sponsor		—			33,660
Amortization of offering cost		—			38,430
Increase (Decrease) in management fee payable		70,394			—
(Decrease) Increase in payable to Sponsor		—			111,268

Net cash provided by (used in) operating activities		(84,774,738	)		(37,410,748	)

Cash flow from financing activities
Proceeds from addition of shares		112,049,212			68,279,994
Payment on shares redeemed		(19,252,977	)		(26,102,933	)

Net cash provided by (used in) financing activities		92,796,235			42,177,061

Net increase (decrease) in cash		8,021,497			4,766,313
Cash, beginning of period		75,424			1,970,377

Cash, end of period	$	8,096,921		$	6,736,690

See accompanying notes to financial statements.

-63-

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

June 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 June 30, 2010, each of the New Funds had seed capital of $200, but had not commenced investment operations.

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 June 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.

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

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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 June 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 June 30, 2010 were as follows. All times are Eastern Time:


	NAV Calculation Time	NAV Calculation Date
UltraSilver, UltraShort Silver	7:00 A.M.	June 30
Ultra Gold, UltraShort Gold	10:00 A.M.	June 30
Ultra DJ-UBS Commodity, UltraShort DJ-UBS Commodity	2:30 P.M.	June 30
Ultra DJ-UBS Crude Oil, UltraShort DJ-UBS Crude Oil	2:30 P.M.	June 30
Ultra Euro, UltraShort Euro	4:00 P.M.	June 30
Ultra Yen, UltraShort Yen	4:00 P.M.	June 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 June 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 June 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 June 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	$	10,236,860	$	—		$	—		$	—		$	541,400		$	10,778,260
UltraShort DJ-UBS Commodity		2,499,060		—			—			—			(437,534	)		2,061,526
Ultra DJ-UBS Crude Oil		446,105,615		1,499,120			—			—			22,463,244			470,067,979
UltraShort DJ-UBS Crude Oil		31,124,437		802,030			—			—			(1,600,736	)		30,325,731
Ultra Gold		195,430,393		124,570			(5,757,565	)		—			—			189,797,398
UltraShort Gold		68,580,846		(21,930	)		1,762,644			—			—			70,321,560
Ultra Silver		170,026,348		111,235			(7,217,691	)		—			—			162,919,892
UltraShort Silver		45,583,644		(8,550	)		2,023,748			—			—			47,598,842
Ultra Euro		6,797,605		—			—			(229,998	)		—			6,567,607
UltraShort Euro		434,314,870		—			—			5,633,186			—			439,948,056
Ultra Yen		3,198,817		—			—			269,399			—			3,468,216
UltraShort Yen		147,246,664		—			—			(9,892,013	)		—			137,354,651

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

At June 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.

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Futures Contracts

The Funds may 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.

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 may 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.

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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.

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 June 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

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 June 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

541,400

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

ProShares UltraShort DJ-UBS Commodity

437,534

ProShares Ultra DJ-UBS Crude Oil*

23,962,364

ProShares UltraShort DJ-UBS Crude Oil

1,600,736

ProShares UltraShort DJ-UBS Crude Oil*

802,030

ProShares Ultra Gold

5,757,565

ProShares Ultra Gold*

124,570

ProShares UltraShort Gold*

21,930

ProShares UltraShort Gold

1,762,644

ProShares Ultra Silver

7,217,691

ProShares Ultra

Silver*

111,235

ProShares UltraShort Silver*

8,550

ProShares UltraShort

Silver

2,023,748

Foreign Exchange

Contracts

Unrealized appreciation on foreign currency forward contracts

ProShares Ultra Euro

59,448

Unrealized appreciation on foreign currency forward contracts

ProShares Ultra Euro

289,446

ProShares UltraShort Euro

8,075,137

ProShares UltraShort Euro

2,441,951

ProShares Ultra Yen

292,567

ProShares Ultra Yen

23,168

ProShares UltraShort Yen

1,278,885

ProShares UltraShort Yen

11,170,898

*	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 appreciation 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 June 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 transactions from futures, swaps, and/or forwards/changes in unrealized appreciation/ depreciation of futures, swaps, and/or forwards	ProShares Ultra DJ-UBS Commodity	$	(2,396,285	)	$	1,020,246
		ProShares UltraShort DJ-UBS Commodity		688,684			(548,694	)
		ProShares Ultra DJ-UBS Crude Oil		(57,213,763	)		8,667,709
		ProShares UltraShort DJ-UBS Crude Oil		22,000,486			4,424,497
		ProShares Ultra Gold		46,276,817			(7,953,438	)
		ProShares UltraShort Gold		(18,692,827	)		2,687,038
		ProShares Ultra Silver		32,889,528			(14,741,118	)
		ProShares UltraShort Silver		(19,455,003	)		5,062,782

Foreign Exchange Contracts	Net realized gain (loss) on transactions from foreign currency transactions/changes in unrealized appreciation/ depreciation of foreign currency transactions	ProShares Ultra Euro		(2,103,157	)		88,388
		ProShares UltraShort Euro		74,527,067			(2,026,475	)
		ProShares Ultra Yen		(102,356	)		535,869
		ProShares UltraShort Yen		(432,430	)		(17,979,091	)

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended June 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 transactions from futures, swaps, and/or forwards/changes in unrealized appreciation /depreciation of futures, swaps, and/or forwards	ProShares Ultra DJ-UBS Commodity	$	3,718,222		$	(1,093,594	)
		ProShares UltraShort DJ-UBS Commodity		(1,068,161	)		340,661
		ProShares Ultra DJ-UBS Crude Oil		161,788,196			(1,919,287	)
		ProShares UltraShort DJ-UBS Crude Oil		(29,800,088	)		(855,048	)
		ProShares Ultra Gold		(730,507	)		2,804,833
		ProShares UltraShort Gold		(2,360,525	)		(1,080,374	)
		ProShares Ultra Silver		5,398,849			(3,018,280	)
		ProShares UltraShort Silver		(4,435,273	)		2,073,461

Foreign Exchange Contracts	Net realized gain (loss) on transactions from foreign currency transactions/changes in unrealized appreciation /depreciation of foreign currency transactions	ProShares Ultra Euro		346,506			274,806
		ProShares UltraShort Euro		(2,655,513	)		(1,771,263	)
		ProShares Ultra Yen		142,595			2,666
		ProShares UltraShort Yen		(4,105,677	)		(665,624	)

-74-

The Effect of Derivative Instruments on the Statements of Operations

For the six months ended June 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 transactions from futures, swaps, and/or forwards/changes in unrealized appreciation/ depreciation of futures, swaps, and/or forwards	ProShares Ultra DJ-UBS Commodity	$	(2,738,144	)	$	(636,568	)
		ProShares UltraShort DJ-UBS Commodity		551,420			(220,929	)
		ProShares Ultra DJ-UBS Crude Oil		(4,192,126	)		(14,044,512	)
		ProShares UltraShort DJ-UBS Crude Oil		23,584,698			3,247,683
		ProShares Ultra Gold		43,712,935			(204,535	)
		ProShares UltraShort Gold		(20,403,714	)		(442,488	)
		ProShares Ultra Silver		25,051,179			690,531
		ProShares UltraShort Silver		(22,181,188	)		(1,028,601	)

Foreign Exchange Contracts	Net realized gain (loss) on transactions from foreign currency transactions/changes in unrealized appreciation/ depreciation of foreign currency transactions	ProShares Ultra Euro		(2,945,250	)		47,260
		ProShares UltraShort Euro		88,468,274			3,678,219
		ProShares Ultra Yen		(198,293	)		585,212
		ProShares UltraShort Yen		298,913			(14,757,081	)

The Effect of Derivative Instruments on the Statements of Operations

For the six months ended June 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 transactions from futures, swaps, and/or forwards/changes in unrealized appreciation /depreciation of futures, swaps, and/or forwards	ProShares Ultra DJ-UBS Commodity	$	3,755,997		$	(2,077,981	)
		ProShares UltraShort DJ-UBS Commodity		(1,079,538	)		472,159
		ProShares Ultra DJ-UBS Crude Oil		80,548,113			(11,857,391	)
		ProShares UltraShort DJ-UBS Crude Oil		(26,308,149	)		2,787,056
		ProShares Ultra Gold		(979,480	)		281,162
		ProShares UltraShort Gold		(8,013,226	)		23,466
		ProShares Ultra Silver		8,253,090			(1,621,993	)
		ProShares UltraShort Silver		(5,309,183	)		1,407,875

Foreign Exchange Contracts	Net realized gain (loss) on transactions from foreign currency transactions/changes in unrealized appreciation/ depreciation of foreign currency transactions	ProShares Ultra Euro		161,220			124,559
		ProShares UltraShort Euro		(7,202,324	)		(89,615	)
		ProShares Ultra Yen		(708,220	)		100,784
		ProShares UltraShort Yen		(1,400,418	)		734,901

-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 paid on behalf of the 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.

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

-76-

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 June 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 June 30, 2010		Six Months Ended June 30, 2010
Ultra DJ-UBS Commodity	$	1,223	$	3,498
UltraShort DJ-UBS Commodity		1,091		1,438
Ultra DJ-UBS Crude Oil		159,680		269,064
UltraShort DJ-UBS Crude Oil		49,588		115,454
Ultra Gold		10,575		22,063
UltraShort Gold		10,397		16,375
Ultra Silver		18,798		30,299
UltraShort Silver		10,987		20,069
Ultra Euro		—		—
UltraShort Euro		—		—
Ultra Yen		—		—
UltraShort Yen		—		—

-78-

NOTE 7 – FINANCIAL HIGHLIGHTS

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

Ultra ProShares

For the Three Month Period Ended June 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 March 31, 2010	$	25.0306		$	13.2404		$	45.5836		$	58.0458		$	26.6928		$	25.7725

Net investment income (loss)		(0.0438	)		(0.0222	)		(0.1019	)		(0.1193	)		(0.0472	)		(0.0519	)
Net realized and unrealized gain (loss)		(2.6147	)		(3.5880	)		10.3379			5.6087			(4.8740	)		2.8906
Change in net asset value from operations		(2.6585	)		(3.6102	)		10.2360			5.4894			(4.9212	)		2.8387
Net asset value, at June 30, 2010	$	22.3721		$	9.6302		$	55.8196		$	63.5352		$	21.7716		$	28.6112

Market value per share, at March 31, 2010	$	25.04		$	13.06		$	45.38		$	57.77		$	26.74		$	25.81
Market value per share, at June 30, 2010	$	22.16		$	9.53		$	55.83		$	62.67		$	21.76		$	28.65

Total Return, at net asset value^		(10.62	)%		(27.27	)%		22.46	%		9.46	%		(18.44	)%		11.01	%
Total Return, at market value^		(11.50	)%		(27.03	)%		23.03	%		8.48	%		(18.62	)%		11.00	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.01	)%		(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)		(0.73	)%		(0.86	)%		(0.79	)%		(0.77	)%		(0.82	)%		(0.79	)%

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

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

-79-

UltraShort ProShares

For the Three Month Period Ended June 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 March 31, 2010	$	15.7251		$	12.1030		$	48.3567		$	40.6632		$	20.7907		$	21.3981

Net investment income (loss)		(0.0335	)		(0.0274	)		(0.0822	)		(0.0694	)		(0.0450	)		(0.0394	)
Net realized and unrealized gain (loss)		1.2155			3.0203			(10.3277	)		(8.5787	)		4.2448			(2.4843	)
Change in net asset value from operations		1.1820			2.9929			(10.4099	)		(8.6481	)		4.1998			(2.5237	)
Net asset value, at June 30, 2010	$	16.9071		$	15.0959		$	37.9468		$	32.0151		$	24.9905		$	18.8744

Market value per share, at March 31, 2010	$	15.67		$	12.27		$	48.55		$	40.80		$	20.80		$	21.44
Market value per share, at June 30, 2010	$	17.01		$	15.24		$	37.95		$	32.46		$	25.01		$	18.84

Total Return, at net asset value^		7.52	%		24.73	%		(21.53	)%		(21.27	)%		20.20	%		(11.79	)%
Total Return, at market value^		8.55	%		24.21	%		(21.83	)%		(20.44	)%		20.24	%		(12.13	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.03	)%		(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)		(0.82	)%		(0.86	)%		(0.79	)%		(0.78	)%		(0.77	)%		(0.77	)%

*	See Note 1.

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

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

-80-

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

Ultra ProShares

For the Three Month Period Ended June 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 March 31, 2009	$	18.8152		$	8.5907		$	33.0984		$	39.8233		$	26.2836		$	23.6272

Net investment income (loss)		(0.0509	)		(0.0240	)		(0.0750	)		(0.0976	)		(0.0620	)		(0.0547	)
Net realized and unrealized gain (loss)		4.0799			4.4969			0.6734			2.8820			2.9426			1.1580
Change in net asset value from operations		4.0290			4.4729			0.5984			2.7844			2.8806			1.1033
Net asset value, at June 30, 2009	$	22.8442		$	13.0636		$	33.6968		$	42.6077		$	29.1642		$	24.7305

Market value per share, at March 31, 2009	$	18.83		$	8.42		$	33.31		$	38.99		$	26.22		$	23.61
Market value per share, at June 30, 2009	$	22.92		$	13.16		$	33.28		$	40.49		$	29.21		$	24.70

Total Return, at net asset value^		21.41	%		52.07	%		1.81	%		6.99	%		10.96	%		4.67	%
Total Return, at market value^		21.72	%		56.29	%		(0.09	)%		3.85	%		11.40	%		4.62	%

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)		(0.92	)%		(0.97	)%		(0.91	)%		(0.91	)%		(0.90	)%		(0.90	)%

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

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

-81-

UltraShort ProShares

For the Three Month Period Ended June 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 March 31, 2009	$	27.9302		$	31.1426		$	80.9444		$	114.8284		$	22.4857		$	25.2351

Net investment income (loss)		(0.0529	)		(0.0514	)		(0.1811	)		(0.2228	)		(0.0463	)		(0.0529	)
Net realized and unrealized gain (loss)		(6.9757	)		(14.1493	)		(5.4153	)		(25.6156	)		(2.6328	)		(1.6669	)
Change in net asset value from operations		(7.0286	)		(14.2007	)		(5.5964	)		(25.8384	)		(2.6791	)		(1.7198	)
Net asset value, at June 30, 2009	$	20.9016		$	16.9419		$	75.3480		$	88.9900		$	19.8066		$	23.5153

Market value per share, at March 31, 2009	$	28.97		$	31.84		$	80.85		$	117.40		$	22.54		$	25.19
Market value per share, at June 30, 2009	$	20.95		$	16.80		$	76.30		$	93.50		$	19.83		$	23.46

Total Return, at net asset value^		(25.16	)%		(45.60	)%		(6.91	)%		(22.50	)%		(11.91	)%		(6.82	)%
Total Return, at market value^		(27.68	)%		(47.24	)%		(5.63	)%		(20.36	)%		(12.02	)%		(6.87	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.07	)%		(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	)%		(1.02	)%		(0.91	)%		(0.92	)%		(0.87	)%		(0.87	)%

*	See Note 1.

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

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

-82-

Selected data for a Share outstanding throughout the six months ended June 30, 2010:

Ultra ProShares

For the Six Month Period Ended June 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)		(0.0961	)		(0.0482	)		(0.2012	)		(0.2361	)		(0.1035	)		(0.1101	)
Net realized and unrealized gain (loss)		(5.7369	)		(2.9461	)		11.9430			6.7456			(8.2506	)		2.5820
Change in net asset value from operations		(5.8330	)		(2.9943	)		11.7418			6.5095			(8.3541	)		2.4719
Net asset value, at June 30, 2010	$	22.3721		$	9.6302		$	55.8196		$	63.5352		$	21.7716		$	28.6112

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 June 30, 2010	$	22.16		$	9.53		$	55.83		$	62.67		$	21.76		$	28.65

Total Return, at net asset value^		(20.68	)%		(23.72	)%		26.64	%		11.42	%		(27.73	)%		9.46	%
Total Return, at market value^		(22.05	)%		(24.84	)%		24.96	%		11.61	%		(27.88	)%		7.79	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.00	)%		(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	)%		(0.89	)%		(0.84	)%		(0.81	)%		(0.84	)%		(0.82	)%

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

**	Percentages are annualized.

-83-

UltraShort ProShares

For the Six Month Period Ended June 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)		(0.0663	)		(0.0579	)		(0.1886	)		(0.1682	)		(0.0887	)		(0 .0824	)
Net realized and unrealized gain (loss)		2.3523			1.4652			(14.2698	)		(14.9087	)		6.4037			(2 .4678	)
Change in net asset value from operations		2.2860			1.4073			(14.4584	)		(15.0769	)		6.3150			(2 .5502	)
Net asset value, at June 30, 2010	$	16.9071		$	15.0959		$	37.9468		$	32.0151		$	24.9905		$	18.8744

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 June 30, 2010	$	17.01		$	15.24		$	37.95		$	32.46		$	25.01		$	18 .84

Total Return, at net asset value^		15.63	%		10.28	%		(27.59	)%		(32.02	)%		33.81	%		(11.90	)%
Total Return, at market value^		16.11	%		11.65	%		(26.67	)%		(32.23	)%		33.74	%		(11.55	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.01	)%		(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)		(0.84	)%		(0.89	)%		(0.84	)%		(0.83	)%		(0.80	)%		(0 .81	)%

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

**	Percentages are annualized.

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Selected data for a Share outstanding throughout the six months ended June 30, 2009:

Ultra ProShares

For the Six Month Period Ended June 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)		(0.0974	)		(0.0468	)		(0.1512	)		(0.1894	)		(0.1186	)		(0.1131	)
Net realized and unrealized gain (loss)		0.7769			(1.6707	)		3.0299			14.1950			0.0428			(3.6029	)
Change in net asset value from operations		0.6795			(1.7175	)		2.8787			14.0056			(0.0758	)		(3.7160	)
Net asset value, at June 30, 2009	$	22.8442		$	13.0636		$	33.6968		$	42.6077		$	29.1642		$	24.7305

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 June 30, 2009	$	22.92		$	13.16		$	33.28		$	40.49		$	29.21		$	24.70

Total Return, at net asset value^		3.07	%		(11.62	)%		9.34	%		48.97	%		(0.26	)%		(13.06	)%
Total Return, at market value^		3.48	%		(3.87	)%		5.32	%		28.54	%		(0.95	)%		(13.82	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.07	)%		(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	)%		(1.03	)%		(0.91	)%		(0.92	)%		(0.90	)%		(0.90	)%

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

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

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UltraShort ProShares

For the Six Month Period Ended June 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)		(0.1181	)		(0.1287	)		(0.3666	)		(0.4627	)		(0.0960	)		(0.1047	)
Net realized and unrealized gain (loss)		(5.7754	)		(11.9334	)		(21.1555	)		(106.5348	)		(1.0427	)		1.9569
Change in net asset value from operations		(5.8935	)		(12.0621	)		(21.5221	)		(106.9975	)		(1.1387	)		1.8522
Net asset value, at June 30, 2009	$	20.9016		$	16.9419		$	75.3480		$	88.9900		$	19.8066		$	23.5153

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 June 30, 2009	$	20.95		$	16.80		$	76.30		$	93.50		$	19.83		$	23.46

Total Return, at net asset value^		(21.99	)%		(41.59	)%		(22.22	)%		(54.59	)%		(5.44	)%		8.55	%
Total Return, at market value^		(24.04	)%		(46.94	)%		(20.10	)%		(46.60	)%		(6.73	)%		7.37	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.18	)%		(0.96	)%		(0.97	)%		(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	)%		(1.14	)%		(0.92	)%		(0.92	)%		(0.87	)%		(0.87	)%

*	See Note 1.

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

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

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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– SUBSEQUENT EVENTS

Management has evaluated the possibility of subsequent events existing in the Funds’ financial statements through the date the financial statements were issued. Management has determined that there are no material events that would require disclosure in its Funds’ financial statements through this date.

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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 June 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 six-month periods ended June 30, 2010 and June 30, 2009, each of the Funds earned interest income as follows:


Fund	Interest Income Three Months Ended June 30, 2010		Interest Income Three Months Ended June 30, 2009		Interest Income Six Months Ended June 30, 2010		Interest Income Six Months Ended June 30, 2009
ProShares Ultra DJ-UBS Commodity	$	6,549	$	1,791	$	11,318	$	2,274
ProShares UltraShort DJ-UBS Commodity		1,438		154		2,318		390
ProShares Ultra DJ-UBS Crude Oil		132,798		36,106		174,054		69,821
ProShares UltraShort DJ-UBS Crude Oil		33,056		7,498		55,494		9,389
ProShares Ultra Gold		77,349		16,032		102,169		25,506
ProShares UltraShort Gold		26,319		5,627		39,753		9,039
ProShares Ultra Silver		80,805		7,765		117,250		10,714
ProShares UltraShort Silver		24,355		3,994		39,267		5,161
ProShares Ultra Euro		4,342		819		5,822		1,509
ProShares UltraShort Euro		194,264		7,923		233,219		13,109
ProShares Ultra Yen		1,633		439		2,546		947
ProShares UltraShort Yen		69,595		11,195		86,129		16,577

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 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

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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 enters 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 June 30, 2010 Compared to the Three-Month Period Ended June 30, 2009

NAV of ProShares Ultra DJ-UBS Commodity

The Fund’s NAV decreased from $12,515,659 at March 31, 2010 to $12,304,949 at June 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 daily performance of the Dow Jones-UBS Commodity Index. The decrease in the Fund’s NAV was offset by an increase in outstanding Shares, which increased from 500,014 Shares at March 31, 2010 to 550,014 Shares at June 30, 2010 due to 150,000 Shares (3 Creation Units) being created and 100,000 Shares (2 Creation Units) being redeemed during the period. For the three-month period ended June 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 10.61%. During the three-month period ended June 30, 2010, the benchmark index declined by a cumulative 4.85% and had an annualized volatility of 17.09%.

By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV increased from $13,170,908 at March 31, 2009 to $30,839,963 at June 30, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 700,014 Shares at March 31, 2009 to 1,350,014 Shares at June 30, 2009 due to 650,000 Shares (13 Creation Units) 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 Dow Jones-UBS Commodity Index. For the three-month period ended June 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 21.41%. During the three-month period ended June 30, 2009, the benchmark index rose by a cumulative 11.61% and had an annualized volatility of 25.32%.

NAV of ProShares UltraShort DJ-UBS Commodity

The Fund’s NAV decreased from $4,717,758 at March 31, 2010 to $3,381,653 at June 30, 2010. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 300,014 Shares at March 31, 2010 to 200,014 Shares at June 30, 2010 due to 100,000 Shares (2 Creation Units) 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 inverse of the daily performance of the Dow Jones-UBS Commodity Index. For the three-month period ended June 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 7.52%. During the three-month period ended June 30, 2010, the benchmark index declined by a cumulative 4.85% and had an annualized volatility of 17.09%.

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By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV increased from $2,793,409 at March 31, 2009 to $5,225,688 at June 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 100,014 Shares at March 31, 2009 to 250,014 Shares at June 30, 2009 due to 150,000 Shares (3 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 three-month period ended June 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 25.16%. During the three-month period ended June 30, 2009, the benchmark index rose by a cumulative 11.61% and had an annualized volatility of 25.32%.

NAV of ProShares Ultra DJ-UBS Crude Oil

The Fund’s NAV increased from $199,930,040 at March 31, 2010 to $501,252,171 at June 30, 2010. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 15,100,014 Shares at March 31, 2010 to 52,050,014 Shares at June 30, 2010 due to 52,700,000 Shares (1,054 Creation Units) being created and 15,750,000 Shares (315 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 June 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 27.26%. During the three-month period ended June 30, 2010, the benchmark index declined by a cumulative 13.6% and had an annualized volatility of 30.41%.

By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV decreased from $304,110,416 at March 31, 2009 to $209,670,516 at June 30, 2009. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 35,400,014 Shares at March 31, 2009 to 16,050,014 Shares at June 30, 2009 due to 15,800,000 Shares (316 Creation Units) being created and 35,150,000 Shares (703 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 June 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 52.06%. During the three- month period ended June 30, 2009, the benchmark index rose by a cumulative 26.27% and had an annualized volatility of 42.59%.

NAV of ProShares UltraShort DJ-UBS Crude Oil

The Fund’s NAV decreased from $124,055,704 at March 31, 2010 to $51,326,108 at June 30, 2010. The decrease in the Fund’s NAV resulted from a decrease in outstanding Shares, which decreased from 10,250,014 Shares at March 31, 2010 to 3,400,014 Shares at June 30, 2010 due to 5,000,000 Shares (100 Creation Units) being created and 11,850,000 Shares (237 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 three-month period ended June 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 24.73%. During the three-month period ended June 30, 2010, the benchmark index declined by a cumulative 13.6% and had an annualized volatility of 30.41%.

By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV increased from $43,600,089 at March 31, 2009 to $128,758,820 at June 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 1,400,014 Shares at March 31, 2009 to 7,600,014 Shares at June 30, 2009 due to 8,350,000 Shares (167 Creation Units) being created and 2,150,000 Shares (43 Creation Units) being redeemed during the period. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund

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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 June 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 45.60%. During the three-month period ended June 30, 2009, the benchmark index rose by a cumulative 26.27% and had an annualized volatility of 42.59%.

NAV of ProShares Ultra Gold

The Fund’s NAV increased from $164,101,484 at March 31, 2010 to $209,324,263 at June 30, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 3,600,014 Shares at March 31, 2010 to 3,750,014 Shares at June 30, 2010 due to 550,000 Shares (11 Creation Units) being created and 400,000 Shares (8 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 three-month period ended June 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 22.45%. During the three-month period ended June 30, 2010, the benchmark index rose by a cumulative 11.52% and had an annualized volatility of 16.03%.

By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV increased from $125,774,217 at March 31, 2009 to $156,690,604 at June 30, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 3,800,014 Shares at March 31, 2009 to 4,650,014 Shares at June 30, 2009 due to 1,100,000 Shares (22 Creation Units) being created and 250,000 Shares (5 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 three-month period ended June 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 1.81%. During the three-month period ended June 30, 2009, the benchmark index rose by a cumulative 1.96% and had an annualized volatility of 18.62%.

NAV of ProShares UltraShort Gold*

The Fund’s NAV increased from $64,798,115 at March 31, 2010 to $71,715,632 at June 30, 2010. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 1,340,003 Shares at March 31, 2010 to 1,889,901 Shares at June 30, 2010 due to 850,000 Shares (17 Creation Units) being created and 300,102 Shares (6 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 June 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 21.53%. During the three-month period ended June 30, 2010, the benchmark index rose by a cumulative 11.52% and had an annualized volatility of 16.03%.

By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV increased from $50,995,214 at March 31, 2009 to $51,236,834 at June 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 630,003 Shares at March 31, 2009 to 680,003 Shares at June 30, 2009 due to 380,000 Shares (38 Creation Units) being created and 330,000 Shares (33 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 June 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 6.91%. During the three-month period ended June 30, 2009, the benchmark index rose by a cumulative 1.96% and had an annualized volatility of 18.62%.

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

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NAV of ProShares Ultra Silver

The Fund’s NAV increased from $171,235,987 at March 31, 2010 to $181,076,130 at June 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 2,950,014 Shares at March 31, 2010 to 2,850,014 Shares at June 30, 2010 due to 650,000 Shares (13 Creation Units) being created and 750,000 Shares (15 Creation Units) being redeemed during the period. For the three-month period ended June 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 9.46%. During the three-month period ended June 30, 2010, the benchmark index rose by a cumulative 7.09% and had an annualized volatility of 35.63%.

By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV increased from $53,762,075 at March 31, 2009 to $78,824,836 at June 30, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 1,350,014 Shares at March 31, 2009 to 1,850,014 Shares at June 30, 2009 due to 850,000 Shares (17 Creation Units) being created and 350,000 Shares (7 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 three-month period ended June 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 6.99%. During the three-month period ended June 30, 2009, the benchmark index rose by a cumulative 6.33% and had an annualized volatility of 39.33%.

NAV of ProShares UltraShort Silver*

The Fund’s NAV decreased from $69,330,778 at March 31, 2010 to $60,185,658 at June 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 1,705,001 Shares at March 31, 2010 to 1,879,914 Shares at June 30, 2010 due to 800,000 Shares (16 Creation Units) being created and 625,087 Shares (12 Creation Units) being redeemed during the period. For the three-month period ended June 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 21.27%. During the three-month period ended June 30, 2010, the benchmark index rose by a cumulative 7.09% and had an annualized volatility of 35.63%.

By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV increased from $28,707,227 at March 31, 2009 to $68,967,304 at June 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 250,001 Shares at March 31, 2009 to 775,001 Shares at June 30, 2009 due to 645,000 Shares (129 Creation Units) being created and 120,000 Shares (24 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 June 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 22.50%. During the three-month period ended June 30, 2009, the benchmark index rose by a cumulative 6.33% and had an annualized volatility of 39.33%.

*	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 $9,342,863 at March 31, 2010 to $16,329,042 at June 30, 2010. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 350,014 Shares at March 31, 2010 to 750,014 Shares at June 30, 2010 due to 750,000 Shares (15 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

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200% of the daily performance of the spot price of the Euro versus the U.S. Dollar. For the three-month period ended June 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 18.44%. During the three-month period ended June 30, 2010, the benchmark index declined by a cumulative 9.48% and had an annualized volatility of 12.47%.

By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV increased from $6,571,280 at March 31, 2009 to $7,291,462 at June 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 June 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 10.96%. During the three-month period ended June 30, 2009, the benchmark index rose by a cumulative 5.59% and had an annualized volatility of 13.30%.

NAV of ProShares UltraShort Euro

The Fund’s NAV increased from $295,228,354 at March 31, 2010 to $462,324,726 at June 30, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 14,200,014 Shares at March 31, 2010 to 18,500,014 Shares at June 30, 2010 due to 9,200,000 Shares (184 Creation Units) being created and 4,900,000 Shares (98 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 three-month period ended June 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 20.20%. During the three-month period ended June 30, 2010, the benchmark index declined by a cumulative 9.48% and had an annualized volatility of 12.47%.

By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV decreased from $47,220,268 at March 31, 2009 to $39,613,566 at June 30, 2009. The decrease in the Fund’s NAV resulted primarily from a decrease in outstanding Shares, which decreased from 2,100,014 Shares at March 31, 2009 to 2,000,014 Shares at June 30, 2009 due to 500,000 Shares (10 Creation Units) being created and 600,000 Shares (12 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 June 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 11.92%. During the three-month period ended June 30, 2009, the benchmark index rose by a cumulative 5.59% and had an annualized volatility of 13.30%.

NAV of ProShares Ultra Yen

The Fund’s NAV increased from $3,866,243 at March 31, 2010 to $4,292,085 at June 30, 2010. 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 Japanese Yen versus the U.S. Dollar. For the three-month period ended June 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 11.02%. During the three-month period ended June 30, 2010, the benchmark index rose by a cumulative 5.77% and had an annualized volatility of 12.57%.

By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV increased from $3,544,412 at March 31, 2009 to $4,946,446 at June 30, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 150,014 Shares at March 31, 2009 to 200,014 Shares at June 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 daily performance of the spot price of the Japanese

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Yen versus the U.S. Dollar. For the three-month period ended June 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 4.67%. During the three-month period ended June 30, 2009, the benchmark index rose by a cumulative 2.80% and had an annualized volatility of 14.20%.

NAV of ProShares UltraShort Yen

The Fund’s NAV increased from $130,528,652 at March 31, 2010 to $145,332,808 at June 30, 2010. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 6,100,014 Shares at March 31, 2010 to 7,700,014 Shares at June 30, 2010 due to 2,250,000 Shares (45 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 inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the three-month period ended June 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 11.79%. During the three-month period ended June 30, 2010, the benchmark index rose by a cumulative 5.77% and had an annualized volatility of 12.57%.

By comparison, during the three-month period ended June 30, 2009, the Fund’s NAV decreased from $59,302,780 at March 31, 2009 to $41,152,049 at June 30, 2009. The decrease in the Fund’s NAV resulted primarily from a decrease in outstanding Shares, which decreased from 2,350,014 Shares at March 31, 2009 to 1,750,014 Shares at June 30, 2009 due to 500,000 Shares (10 Creation Units) being created and 1,100,000 Shares (22 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 June 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 6.81%. During the three-month period ended June 30, 2009, the benchmark index rose by a cumulative 2.80% and had an annualized volatility of 14.20%.

Results of Operations for the Six-Month Period Ended June 30, 2010 Compared to the Six-Month Period Ended June 30, 2009

NAV of ProShares Ultra DJ-UBS Commodity

The Fund’s NAV decreased from $19,743,932 at December 31, 2009 to $12,304,949 at June 30, 2010. The decrease in the Fund’s NAV resulted primarily from a decrease in outstanding Shares, which decreased from 700,014 Shares at December 31, 2009 to 550,014 Shares at June 30, 2010 due to 250,000 Shares (5 Creation Units) being created and 400,000 Shares (8 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 daily performance of the Dow Jones-UBS Commodity Index. For the six-month period ended June 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 20.68%. During the six-month period ended June 30, 2010, the benchmark index declined by a cumulative 9.66% and had an annualized volatility of 17.30%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $3,325,011 at December 31, 2008 to $30,839,963 at June 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 1,350,014 Shares at June 30, 2009 due to 1,200,000 Shares (24 Creation Units) 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 Dow Jones-UBS Commodity Index. For the six-month period ended June 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 3.07%. During the six-month period ended June 30, 2009, the benchmark index rose by a cumulative 4.51% and had an annualized volatility of 28.03%.

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NAV of ProShares UltraShort DJ-UBS Commodity

The Fund’s NAV increased from $2,924,426 at December 31, 2009 to $3,381,653 at June 30, 2010. There was no net change in the outstanding Shares from December 31, 2009 to June 30, 2010 due to 200,000 Shares (4 Creation Units) being created and 200,000 Shares (4 Creation Units) being redeemed during the period. 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 inverse of the daily performance of the Dow Jones-UBS Commodity Index. For the six-month period ended June 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 15.63%. During the six-month period ended June 30, 2010, the benchmark index declined by a cumulative 9.66% and had an annualized volatility of 17.30%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $2,679,883 at December 31, 2008 to $5,225,688 at June 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 250,014 Shares at June 30, 2009 due to 150,000 Shares (3 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 six-month period ended June 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 21.99%. During the six-month period ended June 30, 2009, the benchmark index rose by a cumulative 4.51% and had an annualized volatility of 28.03%.

NAV of ProShares Ultra DJ-UBS Crude Oil

The Fund’s NAV increased from $323,819,670 at December 31, 2009 to $501,252,171 at June 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 52,050,014 Shares at June 30, 2010 due to 68,650,000 Shares (1,373 Creation Units) being created and 42,250,000 Shares (845 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 six-month period ended June 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 23.72%. During the six-month period ended June 30, 2010, the benchmark index declined by a cumulative 10.62% and had an annualized volatility of 28.84%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $99,772,943 at December 31, 2008 to $209,670,516 at June 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 16,050,014 Shares at June 30, 2009 due to 81,000,000 Shares (1,620 Creation Units) being created and 71,700,000 Shares (1,434 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 six-month period ended June 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 11.62%. During the six-month period ended June 30, 2009, the benchmark index rose by a cumulative 2.62% and had an annualized volatility of 57.64%.

NAV of ProShares UltraShort DJ-UBS Crude Oil

The Fund’s NAV decreased from $76,656,626 at December 31, 2009 to $51,326,108 at June 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 3,400,014 Shares at June 30, 2010 due to 18,350,000 Shares (367 Creation Units) being created and 20,550,000 Shares (411 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 six-month period ended June 30, 2010, over which the Fund’s daily performance had a statistical

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correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV increased by 10.28%. During the six-month period ended June 30, 2010, the benchmark index declined by a cumulative 10.62% and had an annualized volatility of 28.84%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $14,502,399 at December 31, 2008 to $128,758,820 at June 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 7,600,014 Shares at June 30, 2009 due to 12,600,000 Shares (252 Creation Units) being created and 5,500,000 Shares (110 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 six-month period ended June 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 41.72%. During the six-month period ended June 30, 2009, the benchmark index rose by a cumulative 2.62% and had an annualized volatility of 57.64%.

NAV of ProShares Ultra Gold

The Fund’s NAV increased from $156,476,709 at December 31, 2009 to $209,324,263 at June 30, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 3,550,014 Shares at December 31, 2009 to 3,750,014 Shares at June 30, 2010 due to 1,150,000 Shares (23 Creation Units) being created and 950,000 Shares (19 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 six-month period ended June 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 26.64%. During the six-month period ended June 30, 2010, the benchmark index rose by a cumulative 14.39% and had an annualized volatility of 17.21%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $27,736,722 at December 31, 2008 to $156,690,604 at June 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 4,650,014 Shares at June 30, 2009 due to 4,250,000 Shares (85 Creation Units) being created and 500,000 Shares (10 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 six-month period ended June 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 9.32%. During the six-month period ended June 30, 2009, the benchmark index rose by a cumulative 7.44% and had an annualized volatility of 25.20%.

NAV of ProShares UltraShort Gold*

The Fund’s NAV increased from $67,602,811 at December 31, 2009 to $71,715,632 at June 30, 2010. The increase in the Fund’s NAV resulted an increase in outstanding Shares, which increased from 1,290,003 Shares at December 31, 2009 to 1,889,901 Shares at June 30, 2010 due to 1,150,000 Shares (23 Creation Units) being created and 550,102 Shares (11 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 six-month period ended June 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 27.59%. During the six-month period ended June 30, 2010, the benchmark index rose by a cumulative 14.39% and had an annualized volatility of 17.21%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $3,875,093 at December 31, 2008 to $51,236,834 at June 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 40,003 Shares at December 31, 2008 to 680,003 Shares at June 30,

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2009 due to 1,050,000 Shares (105 Creation Units) being created and 410,000 Shares (41 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 six-month period ended June 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 22.25%. During the six-month period ended June 30, 2009, the benchmark index rose by a cumulative 7.44% and had an annualized volatility of 25.20%.

*	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 $181,076,130 at June 30, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 2,550,014 Shares at December 31, 2009 to 2,850,014 Shares at June 30, 2010 due to 1,350,000 Shares (27 Creation Units) being created and 1,050,000 Shares (21 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 six-month period ended June 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 11.42%. During the six-month period ended June 30, 2010, the benchmark index rose by a cumulative 10.30% and had an annualized volatility of 33.97%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $10,011,149 at December 31, 2008 to $78,824,836 at June 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 1,850,014 Shares at June 30, 2009 due to 2,050,000 Shares (41 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 silver bullion as measured by the U.S. Dollar fixing price for delivery in London. For the six-month period ended June 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 48.95%. During the six-month period ended June 30, 2009, the benchmark index rose by a cumulative 29.19% and had an annualized volatility of 40.25%.

NAV of ProShares UltraShort Silver*

The Fund’s NAV decreased from $64,516,145 at December 31, 2009 to $60,185,658 at June 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 1,879,914 Shares at June 30, 2010 due to 1,420,000 Shares (28 Creation Units) being created and 910,087 Shares (18 Creation Units) being redeemed during the period. For the six-month period ended June 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 32.02%. During the six-month period ended June 30, 2010, the benchmark index rose by a cumulative 10.30% and had an annualized volatility of 33.97%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $1,960,071 at December 31, 2008 to $68,967,304 at June 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 775,001 Shares at June 30, 2009 due to 915,000 Shares (183 Creation Units) being created and 150,000 Shares (30 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 six-month period ended June 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 54.60%. During the six-month period ended June 30, 2009, the benchmark index rose by a cumulative 29.19% and had an annualized volatility of 40.25%.

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

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NAV of ProShares Ultra Euro

The Fund’s NAV increased from $7,531,857 at December 31, 2009 to $16,329,042 at June 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 750,014 Shares at June 30, 2010 due to 850,000 Shares (17 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 daily performance of the spot price of the Euro versus the U.S. Dollar. For the six-month period ended June 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 27.73%. During the six-month period ended June 30, 2010, the benchmark index declined by a cumulative 14.58% and had an annualized volatility of 10.95%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $4,386,411 at December 31, 2008 to $7,291,462 at June 30, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 150,014 Shares at December 31, 2008 to 250,014 Shares at June 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 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 six-month period ended June 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 0.26%. During the six-month period ended June 30, 2009, the benchmark index rose by a cumulative 0.43% and had an annualized volatility of 15.70%.

NAV of ProShares UltraShort Euro

The Fund’s NAV increased from $100,847,786 at December 31, 2009 to $462,324,726 at June 30, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 5,400,014 Shares at December 31, 2009 to 18,500,014 Shares at June 30, 2010 due to 18,000,000 Shares (360 Creation Units) being created and 4,900,000 Shares (98 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 six-month period ended June 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 33.81%. During the six-month period ended June 30, 2010, the benchmark index declined by a cumulative 14.58% and had an annualized volatility of 10.95%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $7,331,163 at December 31, 2008 to $39,613,566 at June 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 2,000,014 Shares at June 30, 2009 due to 2,450,000 Shares (49 Creation Units) being created and 800,000 Shares (16 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 six-month period ended June 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 5.44%. During the six-month period ended June 30, 2009, the benchmark index rose by a cumulative 0.43% and had an annualized volatility of 15.70%.

NAV of ProShares Ultra Yen

The Fund’s NAV increased from $3,921,267 at December 31, 2009 to $4,292,085 at June 30, 2010. The Fund had no creation or redemption activity during the period. 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 Japanese Yen versus the U.S. Dollar. For the six-month period ended June 30,

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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 9.46%. During the six-month period ended June 30, 2010, the benchmark index rose by a cumulative 5.31% and had an annualized volatility of 11.67%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $2,845,053 at December 31, 2008 to $4,946,446 at June 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 200,014 Shares at June 30, 2009 due to 100,000 Shares (2 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 daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the six-month period ended June 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 13.06%. During the six-month period ended June 30, 2009, the benchmark index declined by a cumulative 5.78% and had an annualized volatility of 15.20%.

NAV of ProShares UltraShort Yen

The Fund’s NAV increased from $67,487,917 at December 31, 2009 to $145,332,808 at June 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 7,700,014 Shares at June 30, 2010 due to 5,450,000 Shares (109 Creation Units) being created and 900,000 Shares (18 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 six-month period ended June 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 11.90%. During the six-month period ended June 30, 2010, the benchmark index rose by a cumulative 5.31% and had an annualized volatility of 11.67%.

By comparison, during the six-month period ended June 30, 2009, the Fund’s NAV increased from $2,166,617 at December 31, 2008 to $41,152,049 at June 30, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 100,014 Shares at December 31, 2008 to 1,750,014 Shares at June 30, 2009 due to 2,850,000 Shares (57 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 inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the six-month period ended June 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 increased by 8.55%. During the six-month period ended June 30, 2009, the benchmark index declined by a cumulative 5.78% and had an annualized volatility of 15.20%.

Off-Balance Sheet Arrangements and Contractual Obligations

As of August 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.

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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.

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.

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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).

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.

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.

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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 June 30, 2010 and June 30, 2009, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares Ultra DJ-UBS Commodity:

As of June 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 June 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	$	125.747	$	6,292,846
Dow Jones-UBS Commodity Index	UBS AG	Long		125.747		18,324,499

The June 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 June 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 June 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	$	122.529	$	61,519,921

The June 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

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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 June 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 June 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	$	125.747	$	(1,504,460	)
Dow Jones-UBS Commodity Index	UBS AG	Short		125.747		(5,246,244	)

The June 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 minus 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 June 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 June 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	$	122.529	$	(10,532,313	)

The June 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

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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 minus 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 June 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 June 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

September 2010

4,598

76.16

1,000

350,183,680

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	$	232.493	$	240,847,937
Dow Jones-UBS Crude Oil Sub-Index	UBS AG	Long		232.493		411,408,299

The June 30, 2010 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 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 June 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 June 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

September 2009

2,554

70.84

1,000

180,925,360

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	$	256.184	$	238,396,978

The June 30, 2009 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 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 June 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 June 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	September 2010	445	$	76.16	1,000	$	(33,891,200	)

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	$	232.493	$	(26,682,771	)
Dow Jones-UBS Crude Oil Sub-Index	UBS AG	Short		232.493		(42,068,224	)

The June 30, 2010 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 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

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(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 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 June 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 June 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	September 2009	1,209	$	70.84	1,000	$	(85,645,560	)

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	$	256.184	$	(171,876,791	)

The June 30, 2009 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 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 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.

ProShares Ultra Gold:

As of June 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 June 30, 2010, 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

Gold Futures (COMEX)

Long

August 2010

116

1,245.90

100

14,452,440

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Long	$	1,244.10	$	46,554,222
0.995 Fine Troy Ounce Gold	UBS AG	Long		1,244.10		355,563,780

The June 30, 2010 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 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 June 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 June 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

August 2009

936.50

100

8,428,500

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Long	$	934.53	$	305,329,642

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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 June 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 June 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	August 2010	22	$	1,245.90	100	$	(2,740,980	)

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short	$	1,244.10	$	(18,410,192	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,244.10		(122,917,080	)

The June 30, 2010 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 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 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 June 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 June 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	August 2009	49	$	936.50	100	$	(4,588,850	)

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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	Short	$	934.53	$	(97,563,063	)

The June 30, 2009 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 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 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 June 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 June 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

September 2010

122

18.708

5,000

11,411,880

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Long	$	18.7420	$	88,477,234
0.999 Fine Troy Ounce Silver	UBS AG	Long		18.7420		262,275,548

The June 30, 2010 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 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

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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 June 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 June 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

September 2009

13.965

5,000

4,608,450

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Long	$	13.9411	$	153,042,608

The June 30, 2009 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 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 Silver:

As of June 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 June 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	September 2010	33	$	18.708	5,000	$	(3,086,820	)

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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	$	18.7420	$	(30,502,605	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		18.7420		(86,737,976	)

The June 30, 2010 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 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 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 June 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 June 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	September 2009	70	$	13.965	5,000	$	(4,887,750	)

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short	$	13.9411	$	(133,074,770	)

The June 30, 2009 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 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 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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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 June 30, 2010, each of the Currency Funds’ positions were as follows:

ProShares Ultra Euro:

As of June 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 June 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	07/02/10	12,336,325		1.2229	$	15,086,098
Euro	UBS AG	Long	07/02/10	14,965,800		1.2229		18,301,685
Euro	Goldman Sachs International	Long	07/16/10	11,770,325		1.2229		14,393,937
Euro	UBS AG	Long	07/16/10	14,939,500		1.2229		18,269,522
Euro	Goldman Sachs International	Short	07/02/10	(12,336,325	)	1.2229		(15,086,098	)
Euro	UBS AG	Short	07/02/10	(14,965,800	)	1.2229		(18,301,685	)

The June 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 $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 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 June 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 June 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

07/10/09

10,539,475

1.4027

14,784,236

Euro

Goldman Sachs International

Short

07/10/09

(143,600

)

1.4027

(201,435

)

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The June 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 June 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 June 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	07/02/10	388,264,025		1.2229	$	474,808,280
Euro	UBS AG	Long	07/02/10	437,601,200		1.2229		535,142,737
Euro	UBS AG	Long	07/16/10	12,458,700		1.2229		15,235,751
Euro	Goldman Sachs International	Short	07/02/10	(388,264,025	)	1.2229		(474,808,280	)
Euro	UBS AG	Short	07/02/10	(437,601,200	)	1.2229		(535,142,737	)
Euro	Goldman Sachs International	Short	07/16/10	(346,717,925	)	1.2229		(424,001,532	)
Euro	UBS AG	Short	07/16/10	(421,237,200	)	1.2229		(515,131,193	)

The June 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 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 June 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 June 30, 2009, 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

07/10/09

1,639,300

1.4027

2,299,526

Euro

Goldman Sachs International

Short

07/10/09

(58,078,775

)

1.4027

(81,469,933

)

The June 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 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 Yen:

As of June 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 June 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	07/02/10	409,000,000		0.011310	$	4,625,954
Yen	UBS AG	Long	07/02/10	348,900,000		0.011310		3,946,199
Yen	Goldman Sachs International	Long	07/16/10	409,000,000		0.011310		4,625,954
Yen	UBS AG	Long	07/16/10	348,900,000		0.011310		3,946,199
Yen	Goldman Sachs International	Short	07/02/10	(409,000,000	)	0.011310		(4,625,954	)
Yen	UBS AG	Short	07/02/10	(348,900,000	)	0.011310		(3,946,199	)

The June 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.

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As of June 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 June 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

07/10/09

971,090,000

0.010381

10,080,518

Yen

Goldman Sachs International

Short

07/10/09

(18,080,000

)

0.010381

(187,682

)

The June 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 $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 June 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 June 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	07/02/10	14,174,880,000		0.011310	$	160,323,562
Yen	UBS AG	Long	07/02/10	14,601,420,000		0.011310		165,147,901
Yen	UBS AG	Long	07/16/10	151,200,000		0.011310		1,710,132
Yen	Goldman Sachs International	Short	07/02/10	(14,174,880,000	)	0.011310		(160,323,562	)
Yen	UBS AG	Short	07/02/10	(14,601,420,000	)	0.011310		(165,147,901	)
Yen	Goldman Sachs International	Short	07/16/10	(12,675,790,000	)	0.011310		(143,368,255	)
Yen	UBS AG	Short	07/16/10	(13,146,220,000	)	0.011310		(148,689,006	)

The June 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 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.

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As of June 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 June 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

07/10/09

784,020,000

0.010381

8,138,615

Yen

Goldman Sachs International

Short

07/10/09

(8,706,920,000

)

0.010381

(90,383,245

)

The June 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 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).

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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 contract or forward agreement 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.

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

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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 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 June 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 June 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.

None.

Item 1A.

Risk Factors.

Except as noted below, 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.

Regulatory changes or actions, including the implementation of new legislation, may alter the operations and profitability of the Funds.

Considerable regulatory attention has been focused on non-traditional investment pools which are publicly distributed in the United States. There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in the Funds or the ability of the Funds to continue to implement their investment strategies.

The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of swaps and futures transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Funds is impossible to predict, but could be substantial and adverse.

In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law by President Obama on July 21, 2010. The Act will make sweeping changes to the way in which the U.S. financial system is supervised and regulated. Title VII of the Dodd-Frank Act sets forth a new legislative framework for over-the-counter (“OTC”) derivatives, including Financial Instruments, such as swaps, in which the Funds may invest. Title VII of the Dodd-Frank Act makes broad changes to the OTC derivatives market, grants significant new authority to the SEC and the CFTC to regulate OTC derivatives and market participants, and will require clearing and exchange trading of many OTC derivatives transactions.

Provisions in the Dodd-Frank Act include the requirement that position limits on commodity futures contracts be established; new registration, recordkeeping, capital and margin requirements for “swap dealers” and “major swap participants” as determined by the Dodd-Frank Act and applicable regulations; and the forced use of clearinghouse mechanisms for many OTC derivative transactions. Additionally, the new law requires the aggregation, for purposes of position limits, of all positions in futures held by a single entity and its affiliates, whether such positions exist on U.S. futures exchanges, non-U.S. futures exchanges, or in over-the-counter contracts.

The CFTC, SEC and other federal regulators have been tasked with developing the rules and regulations enacting the provisions of the Dodd-Frank Act. Because there is a one-year period prescribed in which most of the mandated rulemaking and regulations will be implemented, it is not possible at this time to gauge the exact nature and scope of the impact of the Dodd-Frank Act on any of the Funds, but it is expected that swap dealers, major market participants and swap counterparties, including the Funds, will experience new and/or additional regulations, requirements, compliance burdens and associated costs. The new law and the rules to be promulgated may negatively impact a Fund’s ability to meet its investment objective either through limits or requirements imposed on it or upon its counterparties. In particular, new position limits imposed on a Fund or its counterparties may impact that Fund’s ability to invest in a manner that efficiently meets its investment objective, and new requirements, including capital and mandatory clearing, may increase the cost of a Fund’s investments and cost of doing business, which could adversely affect investors.

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Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

(a)

None.

(b)

As described in the Trust’s Registration Statement on Form S-1 (No. 333-146801), which was declared effective on November 21, 2008, its Registration Statement on Form S-1 (No. 333-156888), which was declared effective on February 13, 2009, and its Registration Statement on Form S-3 (No. 333-163511), which was automatically declared effective on December 4, 2009, 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 June 30, 2010		Sale Price of Shares Sold for the three months ended June 30, 2010
ProShares Ultra DJ-UBS Commodity Common Units of Beneficial Interest	$	1,500,000,000	150,000		$	3,353,345
ProShares UltraShort DJ-UBS Commodity Common Units of Beneficial Interest	$	2,500,000,000	100,000		$	1,759,761
ProShares Ultra DJ-UBS Crude Oil Common Units of Beneficial Interest	$	7,000,000,000	52,700,000		$	529,101,097
ProShares UltraShort DJ-UBS Crude Oil Common Units of Beneficial Interest	$	4,500,000,000	5,000,000		$	65,118,100
ProShares Ultra Gold Common Units of Beneficial Interest	$	3,000,000,000	550,000		$	27,792,084
ProShares UltraShort Gold Common Units of Beneficial Interest	$	3,000,000,000	850,000	*	$	35,225,081
ProShares Ultra Silver Common Units of Beneficial Interest	$	2,000,000,000	650,000		$	38,811,974
ProShares UltraShort Silver Common Units of Beneficial Interest	$	2,000,000,000	800,000	*	$	27,295,320
ProShares Ultra Euro Common Units of Beneficial Interest	$	1,500,000,000	750,000		$	17,311,891
ProShares UltraShort Euro Common Units of Beneficial Interest	$	1,500,000,000	9,200,000		$	216,376,378
ProShares Ultra Yen Common Units of Beneficial Interest	$	1,500,000,000	—		$	—
ProShares UltraShort Yen Common Units of Beneficial Interest	$	1,500,000,000	2,250,000		$	47,666,311
Total:	$	31,500,000,000	73,000,000		$	1,009,811,342

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

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(c)	From March 31, 2010 through June 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
04/01/10 to 04/30/10	—	$	—
05/01/10 to 05/31/10	—		—
06/01/10 to 06/30/10	100,000		21.66
ProShares UltraShort DJ-UBS Commodity
04/01/10 to 04/30/10	50,000		14.96
05/01/10 to 05/31/10	—		—
06/01/10 to 06/30/10	150,000		16.52
ProShares Ultra DJ-UBS Crude Oil
04/01/10 to 04/30/10	4,800,000		13.65
05/01/10 to 05/31/10	2,000,000		10.64
06/01/10 to 06/30/10	8,950,000		10.24
ProShares UltraShort DJ-UBS Crude Oil
04/01/10 to 04/30/10	4,000,000		12.01
05/01/10 to 05/31/10	7,550,000		14.77
06/01/10 to 06/30/10	300,000		15.09
ProShares Ultra Gold
04/01/10 to 04/30/10	200,000		46.97
05/01/10 to 05/31/10	200,000		55.71
06/01/10 to 06/30/10	—		—
ProShares UltraShort Gold*
04/01/10 to 04/30/10	102		45.68
05/01/10 to 05/31/10	300,000		40.58
06/01/10 to 06/30/10	—		—
ProShares Ultra Silver
04/01/10 to 04/30/10	350,000		61.15
05/01/10 to 05/31/10	200,000		64.65
06/01/10 to 06/30/10	200,000		62.30
ProShares UltraShort Silver*
04/01/10 to 04/30/10	175,087		38.22
05/01/10 to 05/31/10	350,000		33.46
06/01/10 to 06/30/10	100,000		35.43
ProShares Ultra Euro
04/01/10 to 04/30/10	—		—
05/01/10 to 05/31/10	350,000		23.67
06/01/10 to 06/30/10	—		—
ProShares UltraShort Euro
04/01/10 to 04/30/10	—		—
05/01/10 to 05/31/10	950,000		23.94
06/01/10 to 06/30/10	3,950,000		24.88
ProShares Ultra Yen
04/01/10 to 04/30/10	—		—
05/01/10 to 05/31/10	—		—
06/01/10 to 06/30/10	—		—
ProShares UltraShort Yen
04/01/10 to 04/30/10	—		—
05/01/10 to 05/31/10	650,000		21.80
06/01/10 to 06/30/10	—		—
Total:	35,875,189	$	16.53

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

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Item 3.

Defaults Upon Senior Securities.

None.

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)

(1)	Filed herewith

(2)	Furnished herewith

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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: August 9, 2010

/s/ Edward Karpowicz

By: Edward Karpowicz

Principal Financial Officer

Date: August 9, 2010