ProShares Trust II - Quarter Report: 2010 March (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 March 31, 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.	80

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	90

Item 4.	Controls and Procedures.	106

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings.	107

Item 1A.	Risk Factors.	107

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	107

Item 3.	Defaults Upon Senior Securities.	108

Item 4.	Reserved.	109

Item 5.	Other Information.	109

Item 6.	Exhibits.	109

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 Ultra Gold		22
ProShares UltraShort Gold		27
ProShares Ultra Silver		32
ProShares UltraShort Silver		37
ProShares Ultra Euro		42
ProShares UltraShort Euro		47
ProShares Ultra Yen		52
ProShares UltraShort Yen		57
Notes to Financial Statements		62

-1-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	2,771,807	$	78,112
Short-term U.S. government and agency obligations (Note 3) (cost $10,231,547 and $18,504,220, respectively)		10,232,735		18,503,052
Unrealized appreciation on swap agreements		—		1,177,968

Total assets		13,004,542		19,759,132

Liabilities and shareholders’ equity
Liabilities
Management fee payable		10,037		15,200
Unrealized depreciation on swap agreements		478,846		—

Total liabilities		488,883		15,200

Shareholders’ equity
Paid-in capital		9,651,811		14,857,362
Accumulated earnings (deficit)		2,863,848		4,886,570

Total shareholders’ equity		12,515,659		19,743,932

Total liabilities and shareholders’ equity	$	13,004,542	$	19,759,132

Shares outstanding		500,014		700,014

Net asset value per share	$	25.03	$	28.21

Market value per share (Note 2)	$	25.04	$	28.43

See accompanying notes to financial statements.

-2-

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (82% of shareholders’ equity)
U.S. Treasury Bills:
0.080% due 04/08/10†	$	1,000,000	$	999,984
0.120% due 05/20/10		1,000,000		999,800
0.260% due 08/26/10†		5,740,000		5,735,351
0.195% due 09/09/10†		2,500,000		2,497,600

Total short-term U.S. government and agency obligations (cost $10,231,547)			$	10,232,735

Swap Agreements^


	Termination Date	Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	04/06/10	$	6,167,454	$	(111,661	)
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	04/06/10		18,876,326		(367,185	)

				$	(478,846	)

^	The positions and counterparties herein are as of March 31, 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 MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	4,769		$	483

Expenses
Management fee		32,051			—
Offering costs		—			19,108
Limitation by Sponsor		—			(3,946	)

Total expenses		32,051			15,162

Net investment income (loss)		(27,282	)		(14,679	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(341,859	)		37,775
Short-term U.S. government and agency obligations		877			—

Net realized gain (loss)		(340,982	)		37,775

Change in net unrealized appreciation/depreciation on
Swap agreements		(1,656,814	)		(984,387	)
Short-term U.S. government and agency obligations		2,356			—

Change in net unrealized appreciation/depreciation		(1,654,458	)		(984,387	)

Net realized and unrealized gain (loss)		(1,995,440	)		(946,612	)

Net income (loss)	$	(2,022,722	)	$	(961,291	)

Net income (loss) per weighted-average share	$	(3.87	)	$	(2.82	)

Weighted-average shares outstanding		522,792			340,570

See accompanying notes to financial statements.

-4-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED

MARCH 31, 2010

(unaudited)


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

Addition of 100,000 shares		2,604,725
Redemption of 300,000 shares		(7,810,276	)

Net addition (redemption) of (200,000) shares		(5,205,551	)


Net investment income (loss)		(27,282	)
Net realized gain (loss)		(340,982	)
Change in net unrealized appreciation/depreciation		(1,654,458	)

Net income (loss)		(2,022,722	)


Shareholders’ equity, at March 31, 2010	$	12,515,659

See accompanying notes to financial statements.

-5-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	(2,022,722	)	$	(961,291	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for swap agreements		—			(5,110,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		8,272,673			(3,501,897	)
Change in unrealized appreciation/depreciation on investments		1,654,458			984,387
(Increase) in receivable from Sponsor		—			(3,946	)
Amortization of offering cost		—			19,108
(Decrease) in management fee payable		(5,163	)		—

Net cash provided by (used in) operating activities		7,899,246			(8,573,639	)

Cash flow from financing activities
Proceeds from addition of shares		2,604,725			10,807,188
Payment on shares redeemed		(7,810,276	)		—

Net cash provided by (used in) financing activities		(5,205,551	)		10,807,188

Net increase (decrease) in cash		2,693,695			2,233,549
Cash, beginning of period		78,112			1,745,354

Cash, end of period	$	2,771,807		$	3,978,903

See accompanying notes to financial statements.

-6-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	1,523,091		$	90,383
Segregated cash balances for swap agreements		215,000			485,000
Short-term U.S. government and agency obligations (Note 3) (cost $2,871,763 and $2,568,287, respectively)		2,871,994			2,568,141
Unrealized appreciation on swap agreements		111,160			—

Total assets		4,721,245			3,143,524

Liabilities and shareholders’ equity
Liabilities
Management fee payable		3,487			2,493
Unrealized depreciation on swap agreements		—			216,605

Total liabilities		3,487			219,098

Shareholders’ equity
Paid-in capital		6,660,256			5,049,843
Accumulated earnings (deficit)		(1,942,498	)		(2,125,417	)

Total shareholders’ equity		4,717,758			2,924,426

Total liabilities and shareholders’ equity	$	4,721,245		$	3,143,524

Shares outstanding		300,014			200,014

Net asset value per share	$	15.73		$	14.62

Market value per share (Note 2)	$	15.67		$	14.65

See accompanying notes to financial statements.

-7-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (61% of shareholders’ equity)
U.S. Treasury Bills:
0.060% due 04/08/10	$	203,000	$	202,998
0.125% due 04/29/10†		1,500,000		1,499,835
0.135% due 05/13/10		170,000		169,971
0.260% due 08/26/10†		1,000,000		999,190

Total short-term U.S. government and agency obligations (cost $2,871,763)			$	2,871,994

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	04/06/10	$	(2,342,111	)	$	27,226
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	04/06/10		(7,086,944	)		83,934

					$	111,160

^	The positions and counterparties herein are as of March 31, 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 amounts segregated as collateral for foreign currency forward contracts.

See accompanying notes to financial statements.

-8-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	880		$	236

Expenses
Management fee		8,757			—
Offering costs		—			76,394
Limitation by Sponsor		—			(69,563	)

Total expenses		8,757			6,831

Net investment income (loss)		(7,877	)		(6,595	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(137,264	)		(11,377	)
Short-term U.S. government and agency obligations		(82	)		—

Net realized gain (loss)		(137,346	)		(11,377	)

Change in net unrealized appreciation/depreciation on
Swap agreements		327,765			131,498
Short-term U.S. government and agency obligations		377			—

Change in net unrealized appreciation/depreciation		328,142			131,498

Net realized and unrealized gain (loss)		190,796			120,121

Net income (loss)	$	182,919		$	113,526

Net income (loss) per weighted-average share	$	0.76		$	1.14

Weighted-average shares outstanding		240,014			100,014

See accompanying notes to financial statements.

-9-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED

MARCH 31, 2010

(unaudited)


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

Addition of 100,000 shares		1,610,413


Net investment income (loss)		(7,877	)
Net realized gain (loss)		(137,346	)
Change in net unrealized appreciation/depreciation		328,142

Net income (loss)		182,919


Shareholders’ equity, at March 31, 2010	$	4,717,758

See accompanying notes to financial statements.

-10-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	182,919		$	113,526
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for swap agreements		270,000			—
Net sale (purchase) of short-term U.S. government and agency obligations		(303,476	)		(617,979	)
Change in unrealized appreciation/depreciation on investments		(328,142	)		(131,498	)
(Increase) in receivable from Sponsor		—			(69,563	)
Amortization of offering cost		—			76,394
Increase (Decrease) in management fee payable		994			—

Net cash provided by (used in) operating activities		(177,705	)		(629,120	)

Cash flow from financing activities
Proceeds from addition of shares		1,610,413			—

Net increase (decrease) in cash		1,432,708			(629,120	)
Cash, beginning of period		90,383			1,579,140

Cash, end of period	$	1,523,091		$	950,020

See accompanying notes to financial statements.

-11-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	26,662,962	$	80,936
Segregated cash balances for swap agreements		141,143		—
Segregated cash balances with brokers for futures contracts		10,821,600		13,574,925
Short-term U.S. government and agency obligations (Note 3) (cost $169,091,979 and $323,044,324, respectively)		169,096,580		323,026,067
Unrealized appreciation on swap agreements		4,737,235		21,129,076
Receivable on open futures contracts		3,199,375		1,466,444

Total assets		214,658,895		359,277,448

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		14,560,790		35,195,574
Management fee payable		168,065		262,204

Total liabilities		14,728,855		35,457,778

Shareholders’ equity
Paid-in capital		36,880,956		190,554,540
Accumulated earnings (deficit)		163,049,084		133,265,130

Total shareholders’ equity		199,930,040		323,819,670

Total liabilities and shareholders’ equity	$	214,658,895	$	359,277,448

Shares outstanding		15,100,014		25,650,014

Net asset value per share	$	13.24	$	12.62

Market value per share (Note 2)	$	13.06	$	12.68

See accompanying notes to financial statements.

-12-

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (85% of shareholders’ equity)
U.S. Cash Management Bills:
0.145% due 06/10/10†	$	63,500,000	$	63,482,855
U.S. Treasury Bills:
0.055% due 04/08/10†		29,519,000		29,518,684
0.070% due 04/15/10†		8,000,000		7,999,782
0.105% due 04/22/10		5,000,000		4,999,600
0.135% due 05/13/10		12,000,000		11,997,960
0.120% due 05/20/10		5,000,000		4,999,000
0.260% due 08/26/10†		14,650,000		14,638,134
0.220% due 09/16/10		24,000,000		23,975,040
0.286% due 12/16/10†		7,500,000		7,485,525

Total short-term U.S. government and agency obligations (cost $169,091,979)			$	169,096,580

Futures Contracts Purchased


	Number of Contracts	Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil – NYMEX, expires May 2010	2,004	$	167,855,040	$	10,557,420

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	04/06/10	$	97,624,389	$	1,629,258
Swap agreement with UBS AG based on Dow Jones-UBS Crude Oil Sub-Index	04/06/10		134,402,141		3,107,977

				$	4,737,235

^	The positions and counterparties herein are as of March 31, 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 MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	41,256		$	33,715

Expenses
Management fee		603,925			709,691
Brokerage commissions		28,343			131,950
Offering costs		—			38,202

Total expenses		632,268			879,843

Net investment income (loss)		(591,012	)		(846,128	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		19,526,122			(43,721,221	)
Swap agreements		33,495,515			(37,518,862	)
Short-term U.S. government and agency obligations		42,692			—

Net realized gain (loss)		53,064,329			(81,240,083	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(6,320,380	)		5,863,760
Swap agreements		(16,391,841	)		(15,801,864	)
Short-term U.S. government and agency obligations		22,858			—

Change in net unrealized appreciation/depreciation		(22,689,363	)		(9,938,104	)

Net realized and unrealized gain (loss)		30,374,966			(91,178,187	)

Net income (loss)	$	29,783,954		$	(92,024,315	)

Net income (loss) per weighted-average share	$	1.37		$	(2.49	)

Weighted-average shares outstanding		21,755,570			37,000,570

See accompanying notes to financial statements.

-14-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED

MARCH 31, 2010

(unaudited)


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

Addition of 15,950,000 shares		172,930,688
Redemption of 26,500,000 shares		(326,604,272	)

Net addition (redemption) of (10,550,000) shares		(153,673,584	)


Net investment income (loss)		(591,012	)
Net realized gain (loss)		53,064,329
Change in net unrealized appreciation/depreciation		(22,689,363	)

Net income (loss)		29,783,954


Shareholders’ equity, at March 31, 2010	$	199,930,040

See accompanying notes to financial statements.

-15-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	29,783,954		$	(92,024,315	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for swap agreements		(141,143	)		(95,000,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		2,753,325			(3,873,825	)
Net sale (purchase) of short-term U.S. government and agency obligations		153,952,345			(131,406,251	)
(Increase) Decrease in receivable on futures contracts		(1,732,931	)		15,753,691
Change in unrealized appreciation/depreciation on investments		16,368,983			15,801,864
(Increase) Decrease in receivable from Sponsor		—			16,192
Amortization of offering cost		—			38,202
(Decrease) in management fee payable		(94,139	)		—
(Decrease) Increase in payable to Sponsor		—			693,499

Net cash provided by (used in) operating activities		200,890,394			(290,000,943	)

Cash flow from financing activities
Proceeds from addition of shares		172,930,688			635,371,765
Payment on shares redeemed		(347,239,056	)		(333,505,100	)

Net cash provided by (used in) financing activities		(174,308,368	)		301,866,665

Net increase (decrease) in cash		26,582,026			11,865,722
Cash, beginning of period		80,936			40,341,120

Cash, end of period	$	26,662,962		$	52,206,842

See accompanying notes to financial statements.

-16-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	1,789,963		$	75,409
Segregated cash balances for swap agreements		100,500			—
Segregated cash balances with brokers for futures contracts		5,702,400			4,162,725
Short-term U.S. government and agency obligations (Note 3) (cost $96,332,687 and $66,498,959, respectively)		96,335,531			66,495,308
Receivable from capital shares sold		25,323,073			8,244,946

Total assets		129,251,467			78,978,388

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		2,328,253			1,271,069
Management fee payable		91,087			68,204
Unrealized depreciation on swap agreements		2,776,423			982,489

Total liabilities		5,195,763			2,321,762

Shareholders’ equity
Paid-in capital		141,630,650			94,438,947
Accumulated earnings (deficit)		(17,574,946	)		(17,782,321	)

Total shareholders’ equity		124,055,704			76,656,626

Total liabilities and shareholders’ equity	$	129,251,467		$	78,978,388

Shares outstanding		10,250,014			5,600,014

Net asset value per share	$	12.10		$	13.69

Market value per share (Note 2)	$	12.27		$	13.65

See accompanying notes to financial statements.

-17-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (78% of shareholders’ equity)
Federal National Mortgage Association, Discount Notes:
0.090% due 04/06/10	$	4,400,000	$	4,399,945
U.S. Cash Management Bills:
0.065% due 04/01/10†		5,000,000		5,000,000
U.S. Treasury Bills:
0.060% due 04/08/10†		7,150,000		7,149,916
0.105% due 04/22/10†		8,000,000		7,999,360
0.105% due 04/29/10†		20,000,000		19,997,800
0.260% due 08/26/10†		20,840,000		20,823,120
0.195% due 09/09/10†		26,000,000		25,975,040
0.286% due 12/16/10		5,000,000		4,990,350

Total short-term U.S. government and agency obligations (cost $96,332,687)			$	96,335,531

Futures Contracts Sold


	Number of Contracts	Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil – NYMEX, expires May 2010	1,056	$	88,450,560	$	(2,446,780	)

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	04/06/10	$	(60,189,544	)	$	(1,183,320	)
Swap agreement with UBS AG based on Dow Jones-UBS Crude Oil Sub-Index	04/06/10		(99,427,228	)		(1,593,103	)

					$	(2,776,423	)

^	The positions and counterparties herein are as of March 31, 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 MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	22,438		$	1,891

Expenses
Management fee		217,682			—
Brokerage commissions		12,179			33,690
Offering costs		—			76,394
Limitation by Sponsor		—			(17,350	)

Total expenses		229,861			92,734

Net investment income (loss)		(207,423	)		(90,843	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(374,202	)		3,491,939
Swap agreements		1,958,414			—
Short-term U.S. government and agency obligations		905			—

Net realized gain (loss)		1,585,117			3,491,939

Change in net unrealized appreciation/depreciation on
Futures contracts		617,120			3,720,580
Swap agreements		(1,793,934	)		(78,476	)
Short-term U.S. government and agency obligations		6,495			—

Change in net unrealized appreciation/depreciation		(1,170,319	)		3,642,104

Net realized and unrealized gain (loss)		414,798			7,134,043

Net income (loss)	$	207,375		$	7,043,200

Net income (loss) per weighted-average share	$	0.03		$	9.52

Weighted-average shares outstanding		6,824,458			739,458

See accompanying notes to financial statements.

-19-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED

MARCH 31, 2010

(unaudited)


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

Addition of 13,350,000 shares		172,029,659
Redemption of 8,700,000 shares		(124,837,956	)

Net addition (redemption) of 4,650,000 shares		47,191,703


Net investment income (loss)		(207,423	)
Net realized gain (loss)		1,585,117
Change in net unrealized appreciation/depreciation		(1,170,319	)

Net income (loss)		207,375


Shareholders’ equity, at March 31, 2010	$	124,055,704

See accompanying notes to financial statements.

-20-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	207,375		$	7,043,200
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for swap agreements		(100,500	)		(6,600,000	)
(Increase) in segregated cash balances with brokers for futures contracts		(1,539,675	)		(1,865,058	)
Net sale (purchase) of short-term U.S. government and agency obligations		(29,833,728	)		(17,940,529	)
Change in unrealized appreciation/depreciation on investments		1,787,439			78,476
(Increase) in receivable from Sponsor		—			(17,350	)
Amortization of offering cost		—			76,394
Increase (Decrease) in management fee payable		22,883			—
Increase (Decrease) in payable on futures contracts		1,057,184			(4,265,898	)

Net cash provided by (used in) operating activities		(28,399,022	)		(23,490,765	)

Cash flow from financing activities
Proceeds from addition of shares		154,951,532			163,271,062
Payment on shares redeemed		(124,837,956	)		(131,021,430	)

Net cash provided by (used in) financing activities		30,113,576			32,249,632

Net increase (decrease) in cash		1,714,554			8,758,867
Cash, beginning of period		75,409			7,925,214

Cash, end of period	$	1,789,963		$	16,684,081

See accompanying notes to financial statements.

-21-

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	16,182,814	$	96,468
Segregated cash balances with brokers for futures contracts		465,564		480,837
Short-term U.S. government and agency obligations (Note 3) (cost $145,306,355 and $168,088,591, respectively)		145,304,735		168,085,670
Unrealized appreciation on forward agreements		2,258,263		—
Receivable on open futures contracts		20,700		32,930

Total assets		164,232,076		168,695,905

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		6,835,057
Management fee payable		130,592		149,879
Unrealized depreciation on forward agreements		—		5,234,260

Total liabilities		130,592		12,219,196

Shareholders’ equity
Paid-in capital		123,764,008		120,971,898
Accumulated earnings (deficit)		40,337,476		35,504,811

Total shareholders’ equity		164,101,484		156,476,709

Total liabilities and shareholders’ equity	$	164,232,076	$	168,695,905

Shares outstanding		3,600,014		3,550,014

Net asset value per share	$	45.58	$	44.08

Market value per share (Note 2)	$	45.38	$	44.68

See accompanying notes to financial statements.

-22-

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (89% of shareholders’ equity)
Federal National Mortgage Association, Discount Notes:
0.090% due 04/06/10	$	5,300,000	$	5,299,934
U.S. Treasury Bills:
0.069% due 04/08/10†		42,645,000		42,644,426
0.070% due 04/15/10		5,000,000		4,999,864
0.105% due 04/22/10†		50,000,000		49,996,000
0.105% due 04/29/10		3,400,000		3,399,626
0.135% due 05/13/10		2,000,000		1,999,660
0.120% due 05/20/10		4,000,000		3,999,200
0.260% due 08/26/10†		5,500,000		5,495,545
0.195% due 09/09/10†		19,500,000		19,481,280
0.220% due 09/16/10		4,000,000		3,995,840
0.258% due 11/18/10		4,000,000		3,993,360

Total short-term U.S. government and agency obligations (cost $145,306,355)			$	145,304,735

Futures Contracts Purchased


	Number of Contracts	Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures – COMEX, expires June 2010	69	$	7,690,050	$	62,180

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	04/06/10	$	31,420	$	35,050,581	$	247,423
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	04/06/10		255,900		285,469,245		2,010,840

						$	2,258,263

^	The positions and counterparties herein are as of March 31, 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.

-23-

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	24,820		$	9,474

Expenses
Management fee		383,232			128,042
Brokerage commissions		1,004			1,282
Offering costs		—			76,394

Total expenses		384,236			205,718

Net investment income (loss)		(359,416	)		(196,244	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(79,143	)		130,476
Forward agreements		(2,484,739	)		(379,449	)
Short-term U.S. government and agency obligations		5,759			—

Net realized gain (loss)		(2,558,123	)		(248,973	)

Change in net unrealized appreciation/depreciation on
Futures contracts		256,380			(28,279	)
Forward agreements		7,492,523			(2,495,392	)
Short-term U.S. government and agency obligations		1,301			—

Change in net unrealized appreciation/depreciation		7,750,204			(2,523,671	)

Net realized and unrealized gain (loss)		5,192,081			(2,772,644	)

Net income (loss)	$	4,832,665		$	(2,968,888	)

Net income (loss) per weighted-average share	$	1.33		$	(1.16	)

Weighted-average shares outstanding		3,620,014			2,551,681

See accompanying notes to financial statements.

-24-

PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED

MARCH 31, 2010

(unaudited)


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

Addition of 600,000 shares		27,481,133
Redemption of 550,000 shares		(24,689,023	)

Net addition (redemption) of 50,000 shares		2,792,110


Net investment income (loss)		(359,416	)
Net realized gain (loss)		(2,558,123	)
Change in net unrealized appreciation/depreciation		7,750,204

Net income (loss)		4,832,665


Shareholders’ equity, at March 31, 2010	$	164,101,484

See accompanying notes to financial statements.

-25-

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	4,832,665		$	(2,968,888	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for forward agreements		—			(60,520,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		15,273			(224,879	)
Net sale (purchase) of short-term U.S. government and agency obligations		22,782,236			(48,348,356	)
Decrease in receivable on futures contracts		12,230			2,885
Change in unrealized appreciation/depreciation on investments		(7,493,824	)		2,495,392
(Increase) Decrease in receivable from Sponsor		—			43,098
Amortization of offering cost		—			76,394
(Decrease) in management fee payable		(19,287	)		—
(Decrease) Increase in payable to counterparty		—			6,017,364
(Decrease) Increase in payable to Sponsor		—			84,944

Net cash provided by (used in) operating activities		20,129,293			(103,342,046	)

Cash flow from financing activities
Proceeds from addition of shares		27,481,133			112,092,538
Payment on shares redeemed		(31,524,080	)		(8,079,532	)

Net cash provided by (used in) financing activities		(4,042,947	)		104,013,006

Net increase (decrease) in cash		16,086,346			670,960
Cash, beginning of period		96,468			23,435,796

Cash, end of period	$	16,182,814		$	24,106,756

See accompanying notes to financial statements.

-26-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	1,855,278		$	75,790
Segregated cash balances for forward agreements		100,500			—
Segregated cash balances with brokers for futures contracts		276,639			140,916
Short-term U.S. government and agency obligations (Note 3) (cost $63,655,513 and $66,312,955, respectively)		63,657,304			66,310,764
Unrealized appreciation on forward agreements		—			2,144,062

Total assets		65,889,721			68,671,532

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—			1,014,755
Payable on open futures contracts		108,161			—
Management fee payable		57,361			53,966
Unrealized depreciation on forward agreements		926,084			—

Total liabilities		1,091,606			1,068,721

Shareholders’ equity
Paid-in capital		88,359,984			86,180,401
Accumulated earnings (deficit)		(23,561,869	)		(18,577,590	)

Total shareholders’ equity		64,798,115			67,602,811

Total liabilities and shareholders’ equity	$	65,889,721		$	68,671,532

Shares outstanding (Note 9)		1,340,003			1,290,003

Net asset value per share (Note 9)	$	48.36		$	52.41

Market value per share (Note 2) (Note 9)	$	48.55		$	51.75

See accompanying notes to financial statements.

-27-

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (98% of shareholders’ equity)
U.S. Treasury Bills:
0.073% due 04/08/10†	$	30,001,000	$	30,000,576
0.105% due 04/22/10		8,370,000		8,369,331
0.105% due 04/29/10		4,600,000		4,599,494
0.135% due 05/13/10		8,000,000		7,998,640
0.260% due 08/26/10†		9,700,000		9,692,143
0.195% due 09/09/10†		3,000,000		2,997,120

Total short-term U.S. government and agency obligations (cost $63,655,513)			$	63,657,304

Futures Contracts Sold


		Number of Contracts			Notional Amount at Value			Unrealized Appreciation (Depreciation)
Gold Futures – COMEX, expires June 2010			41		$	4,569,450		$	(20,240	)

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	04/06/10	$	(11,898	)	$	(13,272,814	)	$	(104,326	)
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	04/06/10		(100,200	)		(111,778,110	)		(821,758	)

								$	(926,084	)

^	The positions and counterparties herein are as of March 31, 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.

-28-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	13,434		$	3,412

Expenses
Management fee		162,335			—
Brokerage commissions		1,050			1,220
Offering costs		—			76,394
Limitation by Sponsor		—			(3,314	)

Total expenses		163,385			74,300

Net investment income (loss)		(149,951	)		(70,888	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		108,407			(197,607	)
Forward agreements		(1,819,294	)		(5,455,094	)
Short-term U.S. government and agency obligations		2,103			—

Net realized gain (loss)		(1,708,784	)		(5,652,701	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(59,380	)		28,474
Forward agreements		(3,070,146	)		1,075,366
Short-term U.S. government and agency obligations		3,982			—

Change in net unrealized appreciation/depreciation		(3,125,544	)		1,103,840

Net realized and unrealized gain (loss)		(4,834,328	)		(4,548,861	)

Net income (loss)	$	(4,984,279	)	$	(4,619,749	)

Net income (loss) per weighted-average share (Note 9)	$	(3.58	)	$	(12.22	)

Weighted-average shares outstanding (Note 9)		1,390,558			378,003

See accompanying notes to financial statements.

-29-

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED

MARCH 31, 2010

(unaudited)


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

Addition of 300,000 shares (Note 9)		14,766,261
Redemption of 250,000 shares (Note 9)		(12,586,678	)

Net addition (redemption) of 50,000 shares (Note 9)		2,179,583


Net investment income (loss)		(149,951	)
Net realized gain (loss)		(1,708,784	)
Change in net unrealized appreciation/depreciation		(3,125,544	)

Net income (loss)		(4,984,279	)


Shareholders’ equity, at March 31, 2010	$	64,798,115

See accompanying notes to financial statements.

-30-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	(4,984,279	)	$	(4,619,749	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for forward agreements		(100,500	)		(19,160,000	)
(Increase) in segregated cash balances with brokers for futures contracts		(135,723	)		(209,931	)
Net sale (purchase) of short-term U.S. government and agency obligations		2,657,442			(14,168,541	)
Change in unrealized appreciation/depreciation on investments		3,066,164			(1,075,366	)
(Increase) in receivable from Sponsor		—			(3,314	)
(Increase) in receivable due from counterparty		—			(1,896,590	)
Amortization of offering cost		—			76,394
Increase (Decrease) in management fee payable		3,395			—
Increase in payable on futures contracts		108,161			91,536

Net cash provided by (used in) operating activities		614,660			(40,965,561	)

Cash flow from financing activities
Proceeds from addition of shares		14,766,261			56,790,244
Payment on shares redeemed		(13,601,433	)		(6,669,608	)

Net cash provided by (used in) financing activities		1,164,828			50,120,636

Net increase (decrease) in cash		1,779,488			9,155,075
Cash, beginning of period		75,790			3,104,221

Cash, end of period	$	1,855,278		$	12,259,296

See accompanying notes to financial statements.

-31-

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	14,991,929	$	75,670
Segregated cash balances for forward agreements		133,400		—
Segregated cash balances with brokers for futures contracts		870,750		928,138
Short-term U.S. government and agency obligations (Note 3) (cost $151,602,805 and $157,779,376, respectively)		151,608,899		157,772,073
Unrealized appreciation on forward agreements		6,549,257		—
Receivable on open futures contracts		89,655		—

Total assets		174,243,890		158,775,881

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		2,871,974		6,007,423
Management fee payable		135,929		123,889
Unrealized depreciation on forward agreements		—		7,228,187

Total liabilities		3,007,903		13,359,499

Shareholders’ equity
Paid-in capital		128,412,931		109,869,748
Accumulated earnings (deficit)		42,823,056		35,546,634

Total shareholders’ equity		171,235,987		145,416,382

Total liabilities and shareholders’ equity	$	174,243,890	$	158,775,881

Shares outstanding		2,950,014		2,550,014

Net asset value per share	$	58.05	$	57.03

Market value per share (Note 2)	$	57.77	$	56.15

See accompanying notes to financial statements.

-32-

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (89% of shareholders’ equity)
Federal National Mortgage Association, Discount Notes:
0.090% due 04/06/10	$	8,200,000	$	8,199,898
U.S. Cash Management Bills:
0.065% due 04/01/10		4,900,000		4,900,000
U.S. Treasury Bills:
0.067% due 04/08/10†		47,481,000		47,480,380
0.105% due 04/22/10		5,480,000		5,479,562
0.105% due 04/29/10		6,500,000		6,499,285
0.135% due 05/13/10†		29,000,000		28,995,070
0.260% due 08/26/10†		31,600,000		31,574,404
0.195% due 09/09/10		16,500,000		16,484,160
0.286% due 12/16/10		2,000,000		1,996,140

Total short-term U.S. government and agency obligations (cost $151,602,805)			$	151,608,899

Futures Contracts Purchased


		Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures – COMEX, expires May 2010			129	$	11,304,270	$	1,085,405

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	04/06/10	$	4,700,800	$	82,271,521	$	1,632,851
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	04/06/10		14,124,000		247,192,598		4,916,406

						$	6,549,257

^	The positions and counterparties herein are as of March 31, 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.

-33-

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	36,445		$	2,949

Expenses
Management fee		372,436			51,942
Brokerage commissions		1,775			893
Offering costs		—			19,109

Total expenses		374,211			71,944

Net investment income (loss)		(337,766	)		(68,995	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(942,696	)		131,064
Forward agreements		(6,895,653	)		2,723,177
Short-term U.S. government and agency obligations		7,491			—

Net realized gain (loss)		(7,830,858	)		2,854,241

Change in net unrealized appreciation/depreciation on
Futures contracts		1,654,205			(29,469	)
Forward agreements		13,777,444			1,425,756
Short-term U.S. government and agency obligations		13,397			—

Change in net unrealized appreciation/depreciation		15,445,046			1,396,287

Net realized and unrealized gain (loss)		7,614,188			4,250,528

Net income (loss)	$	7,276,422		$	4,181,533

Net income (loss) per weighted-average share	$	2.52		$	5.40

Weighted-average shares outstanding		2,892,792			775,014

See accompanying notes to financial statements.

-34-

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED

MARCH 31, 2010

(unaudited)


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

Addition of 700,000 shares		34,990,226
Redemption of 300,000 shares		(16,447,043	)

Net addition (redemption) of 400,000 shares		18,543,183


Net investment income (loss)		(337,766	)
Net realized gain (loss)		(7,830,858	)
Change in net unrealized appreciation/depreciation		15,445,046

Net income (loss)		7,276,422


Shareholders’ equity, at March 31, 2010	$	171,235,987

See accompanying notes to financial statements.

-35-

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	7,276,422		$	4,181,533
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for forward agreements		(133,400	)		(26,750,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		57,388			(431,671	)
Net sale (purchase) of short-term U.S. government and agency obligations		6,176,571			(20,850,418	)
(Increase) Decrease in receivable on futures contracts		(89,655	)		24,488
Change in unrealized appreciation/depreciation on investments		(13,790,841	)		(1,425,756	)
(Increase) Decrease in receivable from Sponsor		—			30,776
Amortization of offering cost		—			19,109
Increase (Decrease) in management fee payable		12,040			—
(Decrease) Increase in payable to counterparty		—			6,462,153
(Decrease) Increase in payable to Sponsor		—			21,166

Net cash provided by (used in) operating activities		(491,475	)		(38,718,620	)

Cash flow from financing activities
Proceeds from addition of shares		34,990,226			48,630,737
Payment on shares redeemed		(19,582,492	)		(7,591,814	)

Net cash provided by (used in) financing activities		15,407,734			41,038,923

Net increase (decrease) in cash		14,916,259			2,320,303
Cash, beginning of period		75,670			8,641,327

Cash, end of period	$	14,991,929		$	10,961,630

See accompanying notes to financial statements.

-36-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	8,988,884		$	78,312
Segregated cash balances for forward agreements		60,300			—
Segregated cash balances with brokers for futures contracts		135,000			447,653
Short-term U.S. government and agency obligations (Note 3) (cost $62,981,989 and $64,775,162, respectively)		62,984,158			64,772,241
Unrealized appreciation on forward agreements		—			2,859,064
Receivable on open futures		83,560			—

Total assets		72,251,902			68,157,270

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—			3,588,515
Management fee payable		55,675			52,610
Unrealized depreciation on forward agreements		2,865,449			—

Total liabilities		2,921,124			3,641,125

Shareholders’ equity
Paid-in capital		117,014,222			103,237,063
Accumulated earnings (deficit)		(47,683,444	)		(38,720,918	)

Total shareholders’ equity		69,330,778			64,516,145

Total liabilities and shareholders’ equity	$	72,251,902		$	68,157,270

Shares outstanding (Note 9)		1,705,001			1,370,001

Net asset value per share (Note 9)	$	40.66		$	47.09

Market value per share (Note 2) (Note 9)	$	40.80		$	47.90

See accompanying notes to financial statements.

-37-

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (91% of shareholders’ equity)
U.S. Treasury Bills:
0.070% due 04/08/10†	$	22,939,000	$	22,938,690
0.105% due 04/22/10		8,870,000		8,869,290
0.135% due 05/13/10		8,500,000		8,498,555
0.260% due 08/26/10†		11,700,000		11,690,523
0.195% due 09/09/10†		5,000,000		4,995,200
0.220% due 09/16/10		3,000,000		2,996,880
0.258% due 11/18/10†		3,000,000		2,995,020

Total short-term U.S. government and agency obligations (cost $62,981,989)			$	62,984,158

Futures Contracts Sold


		Number of Contracts			Notional Amount at Value			Unrealized Appreciation (Depreciation)
Silver Futures – COMEX, expires May 2010			20		$	1,752,600		$	(182,135	)

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	04/06/10	$	(1,937,500	)	$	(33,909,350	)	$	(708,141	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	04/06/10		(5,923,000	)		(103,661,977	)		(2,157,308	)

								$	(2,865,449	)

^	The positions and counterparties herein are as of March 31, 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.

-38-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	14,912		$	1,167

Expenses
Management fee		167,390			—
Brokerage commissions		657			640
Offering costs		—			38,202
Limitation by Sponsor		—			(12,401	)

Total expenses		168,047			26,441

Net investment income (loss)		(153,135	)		(25,274	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		383,460			(69,297	)
Forward agreements		(3,109,645	)		(804,613	)
Short-term U.S. government and agency obligations		3,087			—

Net realized gain (loss)		(2,723,098	)		(873,910	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(366,870	)		2,513
Forward agreements		(5,724,513	)		(668,099	)
Short-term U.S. government and agency obligations		5,090			—

Change in net unrealized appreciation/depreciation		(6,086,293	)		(665,586	)

Net realized and unrealized gain (loss)		(8,809,391	)		(1,539,496	)

Net income (loss)	$	(8,962,526	)	$	(1,564,770	)

Net income (loss) per weighted-average share (Note 9)	$	(5.77	)	$	(16.80	)

Weighted-average shares outstanding (Note 9)		1,552,001			93,168

See accompanying notes to financial statements.

-39-

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED

MARCH 31, 2010

(unaudited)


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

Addition of 620,000 shares (Note 9)		27,705,812
Redemption of 285,000 shares (Note 9)		(13,928,653	)

Net addition (redemption) of 335,000 shares (Note 9)		13,777,159


Net investment income (loss)		(153,135	)
Net realized gain (loss)		(2,723,098	)
Change in net unrealized appreciation/depreciation		(6,086,293	)

Net income (loss)		(8,962,526	)


Shareholders’ equity, at March 31, 2010	$	69,330,778

See accompanying notes to financial statements.

-40-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	(8,962,526	)	$	(1,564,770	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) in segregated cash balances for forward agreements		(60,300	)		(9,870,000	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		312,653			(214,608	)
Net sale (purchase) of short-term U.S. government and agency obligations		1,793,173			(11,177,667	)
Change in unrealized appreciation/depreciation on investments		5,719,423			668,099
(Increase) in receivable from Sponsor		—			(12,401	)
(Increase) in receivable due from counterparty		—			(2,815,333	)
(Increase) in receivable on open futures contracts		(83,560	)		(44,641	)
Amortization of offering cost		—			38,202
Increase (Decrease) in management fee payable		3,065			—
(Decrease) in payable on open futures contracts		—			(5,171	)

Net cash provided by (used in) operating activities		(1,278,072	)		(24,998,290	)

Cash flow from financing activities
Proceeds from addition of shares		27,705,812			30,328,103
Payment on shares redeemed		(17,517,168	)		(3,164,702	)

Net cash provided by (used in) financing activities		10,188,644			27,163,401

Net increase (decrease) in cash		8,910,572			2,165,111
Cash, beginning of period		78,312			992,121

Cash, end of period	$	8,988,884		$	3,157,232

See accompanying notes to financial statements.

-41-

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	1,926,968	$	79,160
Short-term U.S. government and agency obligations (Note 3) (cost $7,741,852 and $7,736,562, respectively)		7,741,909		7,736,270

Total assets		9,668,877		7,815,430

Liabilities and shareholders’ equity
Liabilities
Management fee payable		7,628		6,315
Unrealized depreciation on foreign currency forward contracts		318,386		277,258

Total liabilities		326,014		283,573

Shareholders’ equity
Paid-in capital		9,314,071		6,602,808
Accumulated earnings (deficit)		28,792		929,049

Total shareholders’ equity		9,342,863		7,531,857

Total liabilities and shareholders’ equity	$	9,668,877	$	7,815,430

Shares outstanding		350,014		250,014

Net asset value per share	$	26.69	$	30.13

Market value per share (Note 2)	$	26.74	$	30.17

See accompanying notes to financial statements.

-42-

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (83% of shareholders’ equity)
U.S. Cash Management Bills:
0.065% due 04/01/10	$	100,000	$	100,000
U.S. Treasury Bills:
0.060% due 04/08/10		1,264,000		1,263,986
0.105% due 04/22/10		4,150,000		4,149,668
0.135% due 05/13/10		330,000		329,944
0.260% due 08/26/10†		900,000		899,271
0.195% due 09/09/10†		1,000,000		999,040

Total short-term U.S. government and agency obligations (cost $7,741,852)			$	7,741,909

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency		Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	04/09/10	8,133,525		$	10,984,377		$	(181,407	)
Euro with UBS AG	04/09/10	6,300,300			8,508,595			(134,361	)

							$	(315,768	)

Contracts to Sell
Euro with Goldman Sachs International	04/09/10	(238,800	)	$	(322,501	)	$	(606	)
Euro with UBS AG	04/09/10	(356,300	)		(481,185	)		(2,012	)

							$	(2,618	)

^	The positions and counterparties herein are as of March 31, 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.

-43-

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	1,480		$	690

Expenses
Management fee		19,300			—
Offering costs		—			19,109
Limitation by Sponsor		—			(7,343	)

Total expenses		19,300			11,766

Net investment income (loss)		(17,820	)		(11,076	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(842,093	)		(185,286	)
Short-term U.S. government and agency obligations		435			—

Net realized gain (loss)		(841,658	)		(185,286	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(41,128	)		(150,247	)
Short-term U.S. government and agency obligations		349			—

Change in net unrealized appreciation/depreciation		(40,779	)		(150,247	)

Net realized and unrealized gain (loss)		(882,437	)		(335,533	)

Net income (loss)	$	(900,257	)	$	(346,609	)

Net income (loss) per weighted-average share	$	(3.06	)	$	(1.76	)

Weighted-average shares outstanding		294,458			196,681

See accompanying notes to financial statements.

-44-

PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED

MARCH 31, 2010

(unaudited)


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

Addition of 100,000 shares		2,711,263


Net investment income (loss)		(17,820	)
Net realized gain (loss)		(841,658	)
Change in net unrealized appreciation/depreciation		(40,779	)

Net income (loss)		(900,257	)


Shareholders’ equity, at March 31, 2010	$	9,342,863

See accompanying notes to financial statements.

-45-

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	(900,257	)	$	(346,609	)
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		—			(1,220,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		(5,290	)		(3,241,901	)
Change in unrealized appreciation/depreciation on investments		40,779			150,247
(Increase) in receivable from Sponsor		—			(7,343	)
Amortization of offering cost		—			19,109
Increase (Decrease) in management fee payable		1,313			—

Net cash provided by (used in) operating activities		(863,455	)		(4,646,497	)

Cash flow from financing activities
Proceeds from addition of shares		2,711,263			2,531,478

Net increase (decrease) in cash		1,847,808			(2,115,019	)
Cash, beginning of period		79,160			4,467,380

Cash, end of period	$	1,926,968		$	2,352,361

See accompanying notes to financial statements.

-46-

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	8,724,620	$	76,035
Short-term U.S. government and agency obligations (Note 3) (cost $279,058,585 and $98,876,200, respectively)		279,060,352		98,870,358
Unrealized appreciation on foreign currency forward contracts		7,659,661		1,954,967

Total assets		295,444,633		100,901,360

Liabilities and shareholders’ equity
Liabilities
Management fee payable		216,279		53,574

Total liabilities		216,279		53,574

Shareholders’ equity
Paid-in capital		285,207,521		110,049,449
Accumulated earnings (deficit)		10,020,833		(9,201,663	)

Total shareholders’ equity		295,228,354		100,847,786

Total liabilities and shareholders’ equity	$	295,444,633	$	100,901,360

Shares outstanding		14,200,014		5,400,014

Net asset value per share	$	20.79	$	18.68

Market value per share (Note 2)	$	20.80	$	18.70

See accompanying notes to financial statements.

-47-

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (95% of shareholders’ equity)
Federal National Mortgage Association, Discount Notes:
0.090% due 04/06/10	$	1,790,000	$	1,789,978
U.S. Cash Management Bills:
0.056% due 04/01/10		15,900,000		15,900,000
U.S. Treasury Bills:
0.072% due 04/08/10		88,285,000		88,283,772
0.070% due 04/15/10		200,000		199,994
0.105% due 04/22/10		18,240,000		18,238,541
0.105% due 04/29/10		6,300,000		6,299,307
0.120% due 05/20/10		26,000,000		25,994,800
0.237% due 08/26/10†		24,000,000		23,980,560
0.195% due 09/09/10†		16,500,000		16,484,160
0.220% due 09/16/10		47,000,000		46,951,120
0.258% due 11/18/10		21,000,000		20,965,140
0.286% due 12/16/10†		14,000,000		13,972,980

Total short-term U.S. government and agency obligations (cost $279,058,585)			$	279,060,352

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency		Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with UBS AG	04/09/10	19,463,200		$	26,285,176		$	59,338


Contracts to Sell
Euro with Goldman Sachs International	04/09/10	(226,729,525	)	$	(306,199,668	)	$	3,643,543
Euro with UBS AG	04/09/10	(231,621,500	)		(312,806,312	)		3,956,780

							$	7,600,323

^	The positions and counterparties herein are as of March 31, 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.

-48-

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	38,955		$	5,186

Expenses
Management fee		481,122			44,213
Offering costs		—			19,109

Total expenses		481,122			63,322

Net investment income (loss)		(442,167	)		(58,136	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		13,941,207			(4,546,811	)
Short-term U.S. government and agency obligations		11,153			—

Net realized gain (loss)		13,952,360			(4,546,811	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		5,704,694			1,681,648
Short-term U.S. government and agency obligations		7,609			—

Change in net unrealized appreciation/depreciation		5,712,303			1,681,648

Net realized and unrealized gain (loss)		19,664,663			(2,865,163	)

Net income (loss)	$	19,222,496		$	(2,923,299	)

Net income (loss) per weighted-average share	$	1.88		$	(2.57	)

Weighted-average shares outstanding		10,208,903			1,139,458

See accompanying notes to financial statements.

-49-

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED

MARCH 31, 2010

(unaudited)


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

Addition of 8,800,000 shares		175,158,072


Net investment income (loss)		(442,167	)
Net realized gain (loss)		13,952,360
Change in net unrealized appreciation/depreciation		5,712,303

Net income (loss)		19,222,496


Shareholders’ equity, at March 31, 2010	$	295,228,354

See accompanying notes to financial statements.

-50-

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	19,222,496		$	(2,923,299	)
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		—			(6,010,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		(180,182,385	)		(27,831,279	)
Change in unrealized appreciation/depreciation on investments		(5,712,303	)		(1,681,648	)
(Increase) Decrease in receivable from Sponsor		—			32,234
Amortization of offering cost		—			19,109
Increase (Decrease) in management fee payable		162,705			—
(Decrease) Increase in payable to Sponsor		—			11,979

Net cash provided by (used in) operating activities		(166,509,487	)		(38,382,904	)

Cash flow from financing activities
Proceeds from addition of shares		175,158,072			44,944,272
Payment on shares redeemed		—			(4,376,700	)

Net cash provided by (used in) financing activities		175,158,072			40,567,572

Net increase (decrease) in cash		8,648,585			2,184,668
Cash, beginning of period		76,035			7,121,112

Cash, end of period	$	8,724,620		$	9,305,780

See accompanying notes to financial statements.

-51-

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)			December 31, 2009
Assets
Cash	$	905,949		$	85,344
Short-term U.S. government and agency obligations (Note 3) (cost $3,229,859 and $4,155,279, respectively)		3,230,090			4,155,133

Total assets		4,136,039			4,240,477

Liabilities and shareholders’ equity
Liabilities
Management fee payable		3,326			3,397
Unrealized depreciation on foreign currency forward contracts		266,470			315,813

Total liabilities		269,796			319,210

Shareholders’ equity
Paid-in capital		3,969,617			3,969,617
Accumulated earnings (deficit)		(103,374	)		(48,350	)

Total shareholders’ equity		3,866,243			3,921,267

Total liabilities and shareholders’ equity	$	4,136,039		$	4,240,477

Shares outstanding		150,014			150,014

Net asset value per share	$	25.77		$	26.14

Market value per share (Note 2)	$	25.81		$	26.58

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (84% of shareholders’ equity)
U.S. Treasury Bills:
0.060% due 04/08/10	$	1,148,000	$	1,147,987
0.105% due 04/22/10		1,083,000		1,082,913
0.260% due 08/26/10†		1,000,000		999,190

Total short-term U.S. government and agency obligations (cost $3,229,859)			$	3,230,090

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency		Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International	04/09/10	399,930,000		$	4,276,092		$	(143,534	)
Yen with UBS AG	04/09/10	353,640,000			3,781,154			(127,334	)

							$	(270,868	)

Contracts to Sell
Yen with Goldman Sachs International	04/09/10	(7,200,000	)	$	(76,983	)	$	1,389
Yen with UBS AG	04/09/10	(20,600,000	)		(220,257	)		3,009

							$	4,398

^	The positions and counterparties herein are as of March 31, 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.

-53-

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	913		$	508

Expenses
Management fee		9,651			—
Offering costs		—			19,108
Limitation by Sponsor		—			(10,486	)

Total expenses		9,651			8,622

Net investment income (loss)		(8,738	)		(8,114	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(95,937	)		(850,815	)
Short-term U.S. government and agency obligations		(69	)		—

Net realized gain (loss)		(96,006	)		(850,815	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		49,343			98,118
Short-term U.S. government and agency obligations		377			—

Change in net unrealized appreciation/depreciation		49,720			98,118

Net realized and unrealized gain (loss)		(46,286	)		(752,697	)

Net income (loss)	$	(55,024	)	$	(760,811	)

Net income (loss) per weighted-average share	$	(0.37	)	$	(5.50	)

Weighted-average shares outstanding		150,014			138,347

See accompanying notes to financial statements.

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PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED

MARCH 31, 2010

(unaudited)


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

Net investment income (loss)		(8,738	)
Net realized gain (loss)		(96,006	)
Change in net unrealized appreciation/depreciation		49,720

Net income (loss)		(55,024	)


Shareholders’ equity, at March 31, 2010	$	3,866,243

See accompanying notes to financial statements.

-55-

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	(55,024	)	$	(760,811	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net sale (purchase) of short-term U.S. government and agency obligations		925,420			(1,835,942	)
Change in unrealized appreciation/depreciation on investments		(49,720	)		(98,118	)
(Increase) in receivable from Sponsor		—			(10,486	)
Amortization of offering cost		—			19,108
(Decrease) in management fee payable		(71	)		—

Net cash provided by (used in) operating activities		820,605			(2,686,249	)

Cash flow from financing activities
Proceeds from addition of shares		—			1,460,170

Net increase (decrease) in cash		820,605			(1,226,079	)
Cash, beginning of period		85,344			2,986,826

Cash, end of period	$	905,949		$	1,760,747

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2010 (unaudited)		December 31, 2009
Assets
Cash	$	1,276,848	$	75,424
Short-term U.S. government and agency obligations (Note 3) (cost $119,148,145 and $62,597,986, respectively)		119,149,858		62,595,795
Unrealized appreciation on foreign currency forward contracts		8,087,078		4,865,068
Receivable for capital shares sold		2,107,632		—

Total assets		130,621,416		67,536,287

Liabilities and shareholders’ equity
Liabilities
Management fee payable		92,764		48,370

Total liabilities		92,764		48,370

Shareholders’ equity
Paid-in capital		128,780,610		69,482,929
Accumulated earnings (deficit)		1,748,042		(1,995,012	)

Total shareholders’ equity		130,528,652		67,487,917

Total liabilities and shareholders’ equity	$	130,621,416	$	67,536,287

Shares outstanding		6,100,014		3,150,014

Net asset value per share	$	21.40	$	21.42

Market value per share (Note 2)	$	21.44	$	21.30

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

MARCH 31, 2010

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (91% of shareholders’ equity)
Federal National Mortgage Association, Discount Notes:
0.090% due 04/06/10	$	580,000	$	579,993
U.S. Cash Management Bills:
0.050% due 04/01/10		16,000,000		16,000,000
U.S. Treasury Bills:
0.074% due 04/08/10		37,548,000		37,547,463
0.070% due 04/15/10		380,000		379,989
0.120% due 05/20/10		9,000,000		8,998,200
0.220% due 08/26/10†		33,200,000		33,173,108
0.195% due 09/09/10†		10,000,000		9,990,400
0.220% due 09/16/10		3,000,000		2,996,880
0.258% due 11/18/10		8,000,000		7,986,720
0.286% due 12/16/10†		1,500,000		1,497,105

Total short-term U.S. government and agency obligations (cost $119,148,145)			$	119,149,858

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency		Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with UBS AG	04/09/10	141,320,000		$	1,511,008		$	(17,211	)

Contracts to Sell
Yen with Goldman Sachs International	04/09/10	(11,592,420,000	)	$	(123,947,313	)	$	3,889,672
Yen with UBS AG	04/09/10	(12,947,630,000	)		(138,437,354	)		4,214,617

							$	8,104,289

^	The positions and counterparties herein are as of March 31, 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.

-58-

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Investment Income
Interest	$	16,534		$	5,382

Expenses
Management fee		234,331			39,572
Offering costs		—			19,109

Total expenses		234,331			58,681

Net investment income (loss)		(217,797	)		(53,299	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		731,343			2,705,259
Short-term U.S. government and agency obligations		3,594			—

Net realized gain (loss)		734,937			2,705,259

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		3,222,010			1,400,525
Short-term U.S. government and agency obligations		3,904			—

Change in net unrealized appreciation/depreciation		3,225,914			1,400,525

Net realized and unrealized gain (loss)		3,960,851			4,105,784

Net income (loss)	$	3,743,054		$	4,052,485

Net income (loss) per weighted-average share	$	0.76		$	3.92

Weighted-average shares outstanding		4,954,458			1,035,014

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2010

(unaudited)


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

Addition of 3,200,000 shares		64,382,901
Redemption of 250,000 shares		(5,085,220	)

Net addition (redemption) of 2,950,000 shares		59,297,681


Net investment income (loss)		(217,797	)
Net realized gain (loss)		734,937
Change in net unrealized appreciation/depreciation		3,225,914

Net income (loss)		3,743,054


Shareholders’ equity, at March 31, 2010	$	130,528,652

See accompanying notes to financial statements.

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PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(unaudited)


	Three months ended March 31, 2010			Three months ended March 31, 2009
Cash flow from operating activities
Net income (loss)	$	3,743,054		$	4,052,485
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		—			(2,850,000	)
Net sale (purchase) of short-term U.S. government and agency obligations		(56,550,159	)		(41,379,259	)
Change in unrealized appreciation/depreciation on investments		(3,225,914	)		(1,400,525	)
(Increase) Decrease in receivable from Sponsor		—			33,660
Amortization of offering cost		—			19,109
Increase (Decrease) in management fee payable		44,394			—
(Decrease) Increase in payable to Sponsor		—			5,912

Net cash provided by (used in) operating activities		(55,988,625	)		(41,518,618	)

Cash flow from financing activities
Proceeds from addition of shares		62,275,269			55,550,727
Payment on shares redeemed		(5,085,220	)		(2,467,049	)

Net cash provided by (used in) financing activities		57,190,049			53,083,678

Net increase (decrease) in cash		1,201,424			11,565,060
Cash, beginning of period		75,424			1,970,377

Cash, end of period	$	1,276,848		$	13,535,437

See accompanying notes to financial statements.

-61-

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

March 31, 2010

(unaudited)

NOTE 1 – ORGANIZATION

ProShares Trust II (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.

Each “Ultra” Fund seeks daily investment results (before fees and expenses) that correspond to twice (200%) 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.

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.

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

The following Indexes were renamed:


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

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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

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by each Fund 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 March 31, 2010 and March 31, 2009, and represents non-segregated cash with the custodian and does not include short-term investments.

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 March 31, 2010 were as follows. All times are Eastern Time:


	NAV Calculation Time	NAV Calculation Date
UltraSilver, UltraShort Silver	7:00 A.M.	March 31
Ultra Gold, UltraShort Gold	10:00 A.M.	March 31
Ultra DJ-UBS Commodity, UltraShort DJ-UBS Commodity	2:30 P.M.	March 31
Ultra DJ-UBS Crude Oil, UltraShort DJ-UBS Crude Oil	2:30 P.M.	March 31
Ultra Euro, UltraShort Euro	4:00 P.M.	March 31
Ultra Yen, UltraShort Yen	4:00 P.M.	March 31

-63-

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 March 31, 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 March 31, 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.

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.

-64-

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 March 31, 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			Short-Term U.S. Government and Agencies		Forward Agreements			Swap Agreements			Total
Ultra DJ-UBS Commodity	$	10,232,735	$	—		$	—	$	—		$	(478,846	)	$	9,753,889
UltraShort DJ-UBS Commodity		2,871,994		—			—		—			111,160			2,983,154
Ultra DJ-UBS Crude Oil		169,096,580		10,557,420			—		—			4,737,235			184,391,235
UltraShort DJ-UBS Crude Oil		96,335,531		(2,446,780	)		—		—			(2,776,423	)		91,112,328
Ultra Gold		145,304,735		62,180			—		2,258,263			—			147,625,178
UltraShort Gold		63,657,304		(20,240	)		—		(926,084	)		—			62,710,980
Ultra Silver		151,608,899		1,085,405			—		6,549,257			—			159,243,561
UltraShort Silver		62,984,158		(182,135	)		—		(2,865,449	)		—			59,936,574
Ultra Euro		7,741,909		—			—		(318,386	)		—			7,423,523
UltraShort Euro		279,060,352		—			—		7,659,661			—			286,720,013
Ultra Yen		3,230,090		—			—		(266,470	)		—			2,963,620
UltraShort Yen		119,149,858		—			—		8,087,078			—			127,236,936

At March 31, 2010, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

At March 31, 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.

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.

-65-

Federal Income Tax

Each Fund is registered as a series of a Delaware statutory trust and is 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 Shares is required to take into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year.

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

NOTE 3 – INVESTMENTS

Short-Term Investments

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

Accounting for Derivative Instruments

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

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

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

Futures Contracts

The Funds 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.

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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.

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

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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 March 31, 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.

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 March 31, 2010

Asset Derivatives

Liability Derivatives

Derivatives not

accounted for as

hedging

instruments under

Statement No. 133

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 UltraShort DJ-UBS Commodity

111,160

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

ProShares Ultra DJ-UBS Commodity

478,846

ProShares Ultra DJ-UBS Crude Oil*

15,294,655

ProShares UltraShort DJ-UBS Crude Oil*

5,223,203

ProShares Ultra Gold*

2,320,443

ProShares UltraShort Gold*

946,324

ProShares Ultra Silver*

7,634,662

ProShares UltraShort Silver*

3,047,584

Foreign Exchange Contracts

Unrealized appreciation on foreign currency forward contracts

ProShares UltraShort Euro

7,659,661

Unrealized appreciation on foreign currency forward contracts

ProShares Ultra Euro

318,386

ProShares Ultra Yen

4,398

ProShares Ultra Yen

270,868

ProShares UltraShort Yen

8,104,289

ProShares UltraShort Yen

17,211

*	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 under

Statement No. 133

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 March 31, 2010


Derivatives not accounted for as hedging instruments under Statement No. 133	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	$	(341,859	)	$	(1,656,814	)
		ProShares UltraShort DJ-UBS Commodity		(137,427	)		327,765
		ProShares Ultra DJ-UBS Crude Oil		53,021,637			(22,712,221	)
		ProShares UltraShort DJ-UBS Crude Oil		1,584,212			(1,176,814	)
		ProShares Ultra Gold		(2,563,882	)		7,748,903
		ProShares UltraShort Gold		(1,710,887	)		(3,129,526	)
		ProShares Ultra Silver		(7,838,349	)		15,431,649
		ProShares UltraShort Silver		(2,726,185	)		(6,091,383	)
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 ProShares UltraShort Euro ProShares Ultra Yen ProShares UltraShort Yen		(842,093 13,941,207 (95,937 731,343	) )		(41,128 5,704,694 49,343 3,222,010	)
The Effect of Derivative Instruments on the Statements of Operations For the three months ended March 31, 2009
Derivatives not accounted for as hedging instruments under Statement 133	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	$	37,775		$	(984,387	)
		ProShares UltraShort DJ-UBS Commodity		(11,377	)		131,498
		ProShares Ultra DJ-UBS Crude Oil		(81,240,083	)		(9,938,104	)
		ProShares UltraShort DJ-UBS Crude Oil		3,491,939			3,642,104
		ProShares Ultra Gold		(248,973	)		(2,523,671	)
		ProShares UltraShort Gold		(5,652,701	)		1,103,840
		ProShares Ultra Silver		2,854,241			1,396,287
		ProShares UltraShort Silver		(873,910	)		(665,586	)
Foreign Exchange Contracts	Net realized gain (loss) on transactions from foreign currency transactions/changes in unrealized appreciation (depreciation) of foreign currency transaction	ProShares Ultra Euro ProShares UltraShort Euro ProShares Ultra Yen ProShares UltraShort Yen		(185,286 (4,546,811 (850,815 2,705,259	) ) )		(150,247 1,681,648 98,118 1,400,525	)

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NOTE 4 – AGREEMENTS

Management Fee

Each Fund pays 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 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 Fund. From the Management Fee, the Sponsor pays 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 the normal and expected expenses incurred in connection with the continuous offering of Shares of each 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 and Financial Industry Regulatory Authority (“FINRA”) filing fees. Each Fund incurs and pays its non-recurring and unusual fees and expenses. No other management fee is paid by the Fund.

The Administrator

The Sponsor and the Trust, for itself and on behalf of each Fund, has appointed Brown Brothers Harriman & Co. (“BBH&Co.”) as the Administrator of the Funds, and the Sponsor, the Trust, on its own behalf and on behalf of each 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. BBH&Co. may also perform other services for the 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. The Administrator’s fees are paid on behalf of the Funds by the Sponsor.

The Custodian

BBH&Co. serves as Custodian of the Funds, and the Trust, on its own behalf and on behalf of each 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 performing various administrative duties in accordance with instructions delivered to BBH&Co. by the 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, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund, has entered into a Distribution Services Agreement with SEI.

Routine Operational, Administrative and Other Ordinary Expenses

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

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Non-Recurring Fees and Expenses

Each Fund pays 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. 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 March 31, 2010 and December 31, 2009, 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.

Transaction fees for the three months ended March 31, 2010 and March 31, 2009, which 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 March 31, 2010
Ultra DJ-UBS Commodity	$	2,275
UltraShort DJ-UBS Commodity		347
Ultra DJ-UBS Crude Oil		109,384
UltraShort DJ-UBS Crude Oil		65,866
Ultra Gold		11,489
UltraShort Gold		5,978
Ultra Silver		11,501
UltraShort Silver		9,082
Ultra Euro		—
UltraShort Euro		—
Ultra Yen		—
UltraShort Yen		—

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NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended March 31, 2010:

Ultra ProShares

For the Three Month Period Ended March 31, 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)		(0.0522	)		(0.0272	)		(0.0993	)		(0.1168	)		(0.0605	)		(0.0582	)
Net realized and unrealized gain (loss)		(3.1223	)		0.6431			1.6051			1.1369			(3.3724	)		(0.3086	)
Change in net asset value from operations		(3.1745	)		0.6159			1.5058			1.0201			(3.4329	)		(0.3668	)
Net asset value, at March 31, 2010	$	25.0306		$	13.2404		$	45.5836		$	58.0458		$	26.6928		$	25.7725

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 March 31, 2010	$	25.04		$	13.06		$	45.38		$	57.77		$	26.74		$	25.81

Total Return, at net asset value^		(11.26	)%		4.88	%		3.42	%		1.79	%		(11.40	)%		(1.40	)%
Total Return, at market value^		(11.92	)%		3.00	%		1.57	%		2.89	%		(11.37	)%		(2.90	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.99	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.81	)%		(0.93	)%		(0.89	)%		(0.86	)%		(0.88	)%		(0.86	)%

^	Percentages are not annualized for the period ended March 31, 2010.

**	Percentages are annualized.

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UltraShort ProShares

For the Three Month Period Ended March 31, 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)		(0.0328	)		(0.0304	)		(0.1078	)		(0.0987	)		(0.0433	)		(0.0440	)
Net realized and unrealized gain (loss)		1.1368			(1.5552	)		(3.9407	)		(6.3301	)		2.1585			0.0175
Change in net asset value from operations		1.1040			(1.5856	)		(4.0485	)		(6.4288	)		2.1152			(0.0265	)
Net asset value, at March 31, 2010	$	15.7251		$	12.1030		$	48.3567		$	40.6632		$	20.7907		$	21.3981

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 March 31, 2010	$	15.67		$	12.27		$	48.55		$	40.80		$	20.80		$	21.44

Total Return, at net asset value^		7.55	%		(11.58	)%		(7.73	)%		(13.65	)%		11.33	%		(0.12	)%
Total Return, at market value^		6.96	%		(10.11	)%		(6.18	)%		(14.82	)%		11.23	%		0.66	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.00	)%		(0.96	)%		(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)		(0.85	)%		(0.91	)%		(0.88	)%		(0.87	)%		(0.87	)%		(0.88	)%

^	Percentages are not annualized for the period ended March 31, 2010.

*	See Note 9.

**	Percentages are annualized.

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Selected data for a Share outstanding throughout the three months ended March 31, 2009:

Ultra ProShares

For the Three-Month Period Ended March 31, 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)		(0.0431	)		(0.0229	)		(0.0769	)		(0.0890	)		(0.0563	)		(0.0586	)
Net realized and unrealized gain (loss)		(3.3064	)		(6.1675	)		2.3572	#		11.3102			(2.9001	)		(4.7607	)
Change in net asset value from operations		(3.3495	)		(6.1904	)		2.2803			11.2212			(2.9564	)		(4.8193	)
Net asset value, at March 31, 2009	$	18.8152		$	8.5907		$	33.0984		$	39.8233		$	26.2836		$	23.6272

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 March 31, 2009	$	18.83		$	8.42		$	33.31		$	38.99		$	26.22		$	23.61

Total Return, at net asset value^		(15.11	)%		(41.88	)%		7.40	%		39.23	%		(10.11	)%		(16.94	)%
Total Return, at market value^		(14.99	)%		(38.50	)%		5.41	%		23.78	%		(11.09	)%		(17.62	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.12	)%		(0.96	)%		(0.96	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.92	)%		(1.08	)%		(0.91	)%		(0.92	)%		(0.89	)%		(0.89	)%

^	Percentages are not annualized for the period ended March 31, 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 Three-Month Period Ended March 31, 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)		(0.0659	)		(0.1229	)		(0.1875	)		(0.2713	)		(0.0510	)		(0.0515	)
Net realized and unrealized gain (loss)		1.2010			2.2615			(15.7382	)		(80.8878	)		1.5914	#		3.6235
Change in net asset value from operations		1.1351			2.1386			(15.9257	)		(81.1591	)		1.5404			3.5720
Net asset value, at March 31, 2009	$	27.9302		$	31.1426		$	80.9444		$	114.8284		$	22.4857		$	25.2351

Market value per share, at December 31, 2008	$	27.58		$	31.66		$	95.50		$	175.14		$	21.26		$	21.85
Market value per share, at March 31, 2009	$	28.97		$	31.84		$	80.85		$	117.40		$	22.54		$	25.19

Total Return, at net asset value^		4.24	%		7.37	%		(16.44	)%		(41.41	)%		7.35	%		16.49	%
Total Return, at market value^		5.04	%		0.57	%		(15.34	)%		(32.97	)%		6.02	%		15.29	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.49	)%		(0.97	)%		(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	)%		(1.46	)%		(0.92	)%		(0.93	)%		(0.87	)%		(0.86	)%

^	Percentages are not annualized for the period ended March 31, 2009.

*	See Note 9.

**	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.

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NOTE 9– SUBSEQUENT EVENTS

Management has evaluated the subsequent events following the quarter ended March 31, 2010. The subsequent events were as follows:

On April 9, 2010, the Trust announced a reverse stock split (the “Reverse Splits”) of the shares of beneficial interest of two of its series: ProShares UltraShort Gold and ProShares UltraShort Silver. The Reverse Splits were effective for shareholders of record after the close of the markets on April 14, 2010 and became effective prior to the opening of trading on NYSE Arca on April 15, 2010.

ProShares UltraShort Gold (NYSE Arca symbol “GLL”) executed a 1-for-5 reverse split of shares, and ProShares UltraShort Silver (NYSE Arca symbol “ZSL”) executed a 1-for-10 reverse split of shares. The Funds traded at their post-split prices on April 15. The ticker symbols for the Funds did not change, and they continue to trade on NYSE Arca.

The Reverse Splits were applied retroactively for all periods presented, reducing the number of shares outstanding for the Funds, and resulted in a proportionate increase in the price per share and per share information of each Fund. Therefore, the Reverse Splits did not change the aggregate net asset value of a shareholder’s investment at the time of the split.

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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”).

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 two different ways. References to “Ultra 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 periods ended March 31, 2010 and March 31, 2009, each of the Funds earned interest income as follows:


Fund	Interest Income Three Months Ended March 31, 2010		Interest Income Three Months Ended March 31, 2009
ProShares Ultra DJ-UBS Commodity	$	4,769	$	483
ProShares UltraShort DJ-UBS Commodity		880		236
ProShares Ultra DJ-UBS Crude Oil		41,256		33,715
ProShares UltraShort DJ-UBS Crude Oil		22,438		1,891
ProShares Ultra Gold		24,820		9,474
ProShares UltraShort Gold		13,434		3,412
ProShares Ultra Silver		36,445		2,949
ProShares UltraShort Silver		14,912		1,167
ProShares Ultra Euro		1,480		690
ProShares UltraShort Euro		38,955		5,186
ProShares Ultra Yen		913		508
ProShares UltraShort Yen		16,534		5,382

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 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.

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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 March 31, 2010 Compared to the Three-Month Period Ended March 31, 2009

NAV of ProShares Ultra DJ-UBS Commodity

The Fund’s NAV decreased from $19,743,932 at December 31, 2009 to $12,515,659 at March 31, 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 500,014 Shares at March 31, 2010 due to 100,000 Shares (2 Creation Units) being created and 300,000 Shares (6 Creation Units) being redeemed during the period. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the Dow Jones-UBS Commodity Index. For the three-month period ended March 31, 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 11.3%. During the three-month period ended March 31, 2010, the benchmark index declined by a cumulative 5.0% and had an annualized volatility of 17.7%.

By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $3,325,011 at December 31, 2008 to $13,170,908 at March 31, 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 700,014 Shares at March 31, 2009 due to 550,000 Shares (11 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 Dow Jones-UBS Commodity Index. For the three-month period ended March 31, 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 15.1%. During the three-month period ended March 31, 2009, the benchmark declined by a cumulative 6.4% and had an annualized volatility of 31%.

NAV of ProShares UltraShort DJ-UBS Commodity

The Fund’s NAV increased from $2,924,426 at December 31, 2009 to $4,717,758 at March 31, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 200,014 Shares at December 31, 2009 to 300,014 Shares at March 31, 2010 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 also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. For the three-month period ended March 31, 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 7.6%. During the three-month period ended March 31, 2010, the benchmark index declined by a cumulative 5.0% and had an annualized volatility of 17.7%

By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $2,679,883 at December 31, 2008 to $2,793,409 at March 31, 2009. The increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. For the three-month period ended March 31, 2009, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the

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inverse of the daily performance of its benchmark, the Fund’s per Share NAV increased by 4.2%. During the three-month period ended March 31, 2009, the benchmark index declined by a cumulative 6.4% and had an annualized volatility of 31%.

NAV of ProShares Ultra DJ-UBS Crude Oil

The Fund’s NAV decreased from $323,819,670 at December 31, 2009 to $199,930,040 at March 31, 2010. The decrease in the Fund’s NAV resulted primarily from a decrease in outstanding Shares, which decreased from 25,650,014 Shares at December 31, 2009 to 15,100,014 Shares at March 31, 2010 due to 15,950,000 Shares (319 Creation Units) being created and 26,500,000 Shares (530 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 March 31, 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 4.9%. During the three-month period ended March 31, 2010, the benchmark index rose by a cumulative 3.4% and had an annualized volatility of 27.2%.

By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $99,772,943 at December 31, 2008 to $304,110,416 at March 31, 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 35,400,014 Shares at March 31, 2009 due to 65,200,000 Shares (1,304 Creation Units) being created and 36,550,000 Shares (731 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 March 31, 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 41.9%. During the three- month period ended March 31, 2009, the benchmark index declined by a cumulative 18.7% and had an annualized volatility of 70%.

NAV of ProShares UltraShort DJ-UBS Crude Oil

The Fund’s NAV increased from $76,656,626 at December 31, 2009 to $124,055,704 at March 31, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 5,600,014 Shares at December 31, 2009 to 10,250,014 Shares at March 31, 2010 due to 13,350,000 Shares (267 Creation Units) being created and 8,700,000 Shares (174 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 three-month period ended March 31, 2010, over which the Fund’s daily performance had a statistical correlation over 0.99 to 200% of the inverse of the daily performance of its benchmark, the Fund’s per Share NAV decreased by 11.6%. During the three-month period ended March 31, 2010, the benchmark index rose by a cumulative 3.4% and had an annualized volatility of 27.2%.

By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $14,502,399 at December 31, 2008 to $43,600,089 at March 31, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 500,014 Shares at December 31, 2008 to 1,400,014 Shares at March 31, 2009 due to 4,250,000 Shares (85 Creation Units) being created and 3,350,000 Shares (67 Creation Units) being redeemed during the period. The increase in the Fund’s NAV resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the inverse of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. For the three-month period ended March 31, 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 7.1%. During the three-month period ended March 31, 2009, the benchmark index declined by a cumulative 18.7% and had an annualized volatility of 70%.

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NAV of ProShares Ultra Gold

The Fund’s NAV increased from $156,476,709 at December 31, 2009 to $164,101,484 at March 31, 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 3,600,014 Shares at March 31, 2010 due to 600,000 Shares (12 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 gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. For the three-month period ended March 31, 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 3.4%. During the three-month period ended March 31, 2010, the benchmark index rose by a cumulative 2.6% and had an annualized volatility of 18.4%.

By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $27,736,722 at December 31, 2008 to $125,774,217 at March 31, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 900,014 Shares at December 31, 2008 to 3,800,014 Shares at March 31, 2009 due to 3,150,000 Shares (63 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 March 31, 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 7.4%. During the three-month period ended March 31, 2009, the benchmark index rose by a cumulative 5.4% and had an annualized volatility of 31%.

NAV of ProShares UltraShort Gold*

The Fund’s NAV decreased from $67,602,811 at December 31, 2009 to $64,798,115 at March 31, 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 gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase in outstanding Shares, which increased from 1,290,003 Shares at December 31, 2009 to 1,340,003 Shares at March 31, 2010 due to 300,000 Shares (30 Creation Units) being created and 250,000 Shares (25 Creation Units) being redeemed during the period. For the three-month period ended March 31, 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 7.7%. During the three-month period ended March 31, 2010, the benchmark index rose by a cumulative 2.6% and had an annualized volatility of 18.4%.

By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $3,875,093 at December 31, 2008 to $50,995,214 at March 31, 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 630,003 Shares at March 31, 2009 due to 670,000 Shares (67 Creation Units) being created and 80,000 Shares (8 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 March 31, 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 16.5%. During the three-month period ended March 31, 2009, the benchmark index rose by a cumulative 5.4% and had an annualized volatility of 31%.

*	See Note 9 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 $171,235,987 at March 31, 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 2,950,014 Shares at March 31, 2010 due to 700,000 Shares (14 Creation Units) being created and 300,000 Shares (6 Creation Units) being redeemed during the period. The increase in the

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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 March 31, 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 1.8%. During the three-month period ended March 31, 2010, the benchmark index rose by a cumulative 3.0% and had an annualized volatility of 32.5%.

By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $10,011,149 at December 31, 2008 to $53,762,075 at March 31, 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 1,350,014 Shares at March 31, 2009 due to 1,200,000 Shares (24 Creation Units) being created and 200,000 Shares (4 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 March 31, 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 39.2%. During the three-month period ended March 31, 2009, the benchmark index rose by a cumulative 21.5% and had an annualized volatility of 41%.

NAV of ProShares UltraShort Silver*

The Fund’s NAV increased from $64,516,145 at December 31, 2009 to $69,330,778 at March 31, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 1,370,001 Shares at December 31, 2009 to 1,705,001 Shares at March 31, 2010 due to 620,000 Shares (124 Creation Units) being created and 285,000 Shares (57 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 March 31, 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 13.7%. During the three-month period ended March 31, 2010, the benchmark index rose by a cumulative 3.0% and had an annualized volatility of 32.5%.

By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $1,960,071 at December 31, 2008 to $28,707,227 at March 31, 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 250,001 Shares at March 31, 2009 due to 270,000 Shares (54 Creation Units) being created and 30,000 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 silver bullion as measured by the U.S. Dollar fixing price for delivery in London. For the three-month period ended March 31, 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 41.4%. During the three-month period ended March 31, 2009, the benchmark index rose by a cumulative 21.5% and had an annualized volatility of 41%.

*	See Note 9 of the Notes to Financial Statements in Item 1 of Part I.

NAV of ProShares Ultra Euro

The Fund’s NAV increased from $7,531,857 at December 31, 2009 to $9,342,863 at March 31, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 250,014 Shares at December 31, 2009 to 350,014 Shares at March 31, 2010 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 Euro versus the U.S. Dollar. For the three-month period ended March 31, 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 11.4%. During the three-month period ended March 31, 2010, the benchmark index declined by a cumulative 5.6% and had an annualized volatility of 9.3%.

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By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $4,386,411 at December 31, 2008 to $6,571,280 at March 31, 2009. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 150,014 Shares at December 31, 2008 to 250,014 Shares at March 31, 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 Euro versus the U.S. Dollar. For the three-month period ended March 31, 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 10.1%. During the three-month period ended March 31, 2009, the benchmark index declined by a cumulative 4.9% and had an annualized volatility of 18%.

NAV of ProShares UltraShort Euro

The Fund’s NAV increased from $100,847,786 at December 31, 2009 to $295,228,354 at March 31, 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 14,200,014 Shares at March 31, 2010 due to 8,800,000 Shares (176 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 inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. For the three-month period ended March 31, 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 11.3%. During the three-month period ended March 31, 2010, the benchmark index declined by a cumulative 5.6% and had an annualized volatility of 9.3%.

By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $7,331,163 at December 31, 2008 to $47,220,268 at March 31, 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 2,100,014 Shares at March 31, 2009 due to 1,950,000 Shares (39 Creation Units) being created and 200,000 Shares (4 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 March 31, 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 7.4%. During the three-month period ended March 31, 2009, the benchmark index declined by a cumulative 4.9% and had an annualized volatility of 18%.

NAV of ProShares Ultra Yen

The Fund’s NAV decreased from $3,921,267 at December 31, 2009 to $3,866,243 at March 31, 2010. The Fund had no creation or redemption activity during the quarter. 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 spot price of the Japanese Yen versus the U.S. Dollar. For the three-month period ended March 31, 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 1.4%. During the three-month period ended March 31 2010, the benchmark index declined by a cumulative 0.4% and had an annualized volatility of 10.7%.

By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $2,845,053 at December 31, 2008 to $3,544,412 at March 31, 2009. The increase in the Fund’s NAV resulted from an increase in outstanding Shares, which increased from 100,014 Shares at December 31, 2008 to 150,014 Shares at March 31, 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 was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 200% of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. For the three-month period ended March 31, 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 16.9%. During the three-month period ended March 31, 2009, the benchmark index declined by a cumulative 8.3% and had an annualized volatility of 16%.

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NAV of ProShares UltraShort Yen

The Fund’s NAV increased from $67,487,917 at December 31, 2009 to $130,528,652 at March 31, 2010. The increase in the Fund’s NAV resulted primarily from an increase in outstanding Shares, which increased from 3,150,014 Shares at December 31, 2009 to 6,100,014 Shares at March 31, 2010 due to 3,200,000 Shares (64 Creation Units) being created and 250,000 Shares (5 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 March 31, 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 0.1%. During the three-month period ended March 31, 2010, the benchmark index declined by a cumulative 0.4% and had an annualized volatility of 10.7%.

By comparison, during the three-month period ended March 31, 2009, the Fund’s NAV increased from $2,166,617 at December 31, 2008 to $59,302,780 at March 31, 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 2,350,014 Shares at March 31, 2009 due to 2,350,000 Shares (47 Creation Units) being created and 100,000 Shares (2 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 three-month period ended March 31, 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 16.5%. During the three-month period ended March 31, 2009, the benchmark index declined by a cumulative 8.3% and had an annualized volatility of 16%.

Off-Balance Sheet Arrangements and Contractual Obligations

As of May 10, 2010 the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate off-balance sheet financing arrangements and have no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Funds. While each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Fund’s financial position.

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

Market Risk

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

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

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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.

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.

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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 Sponsor’s 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.

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 March 31, 2010 and March 31, 2009, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares Ultra DJ-UBS Commodity:

As of March 31, 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 March 31, 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	$	132.152	$	6,167,454
Dow Jones-UBS Commodity Index	UBS AG	Long		132.152		18,876,326

The March 31, 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 March 31, 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 March 31, 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	$	109.782	$	26,338,582

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

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ProShares UltraShort DJ-UBS Commodity:

As of March 31, 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 March 31, 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	$	132.152	$	(2,342,111	)
Dow Jones-UBS Commodity Index	UBS AG	Short		132.152		(7,086,944	)

The March 31, 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 March 31, 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 March 31, 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	$	109.782	$	(5,585,245	)

The March 31, 2009 short swap notional amount is calculated by multiplying units times the closing level of the Index. The short notional amount will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amount, before accounting for any spreads or financing costs associated with the swaps. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by 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.

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ProShares Ultra DJ-UBS Crude Oil:

As of March 31, 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 March 31, 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

May 2010

2,004

83.76

1,000

167,855,040

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	$	269.083	$	97,624,389
Dow Jones-UBS Crude Oil Sub-Index	UBS AG	Long		269.083		134,402,141

The March 31, 2010 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 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 March 31, 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 March 31, 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)

Long

May 2009

5,827

49.66

1,000

289,368,820

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	$	202.886	$	318,867,914

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The March 31, 2009 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 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 March 31, 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 March 31, 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	May 2010	1,056	$	83.76	1,000	$	(88,450,560	)

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	$	269.083	$	(60,189,544	)
Dow Jones-UBS Crude Oil Sub-Index	UBS AG	Short		269.083		(99,427,228	)

The March 31, 2010 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2010 short swap notional amount is calculated by multiplying the number of units times the closing level of the Index. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by 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 March 31, 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 March 31, 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)	Short	May 2009	1,110	$	49.66	1,000	$	(55,122,600	)

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	$	202.886	$	(32,076,469	)

The March 31, 2009 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 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. 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 Gold:

As of March 31, 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 March 31, 2010, which are sensitive to commodity price risk.

Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

June 2010

1,114.50

100

7,690,050

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Long	$	1,115.55	$	35,050,581
0.995 Fine Troy Ounce Gold	UBS AG	Long		1,115.55		285,469,245

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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 March 31, 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 March 31, 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

June 2009

919.60

100

6,529,160

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Long	$	916.60	$	245,025,512

The March 31, 2009 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2009 forward notional amount equals units multiplied by the forward price. These notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Gold:

As of March 31, 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 March 31, 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)	Short	June 2010	41	$	1,114.50	100	$	(4,569,450	)

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short	$	1,115.55	$	(13,272,814	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,115.55		(111,778,110	)

The March 31, 2010 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 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 March 31, 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 March 31, 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	June 2009	40	$	919.60	100	$	(3,678,400	)

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short	$	916.60	$	(98,349,347	)

The March 31, 2009 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31. 2009 short forward notional amount equals units multiplied by the forward price. These short notional amounts will increase (decrease) proportionally with increases

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(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 March 31, 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 March 31, 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

May 2010

129

17.526

5,000

11,304,270

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Long	$	17.5016	$	82,271,521
0.999 Fine Troy Ounce Silver	UBS AG	Long		17.5016		247,192,598

The March 31, 2010 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 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 March 31, 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 March 31, 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

Silver Futures (COMEX)

Long

May 2009

13.125

5,000

4,396,875

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Long	$	13.11	$	103,146,858

The March 31, 2009 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 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 March 31, 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 March 31 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	May 2010	20	$	17.526	5,000	$	(1,752,600	)

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short	$	17.5016	$	(33,909,350	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		17.5016		(103,661,977	)

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The March 31, 2010 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 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 March 31, 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 March 31, 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	May 2009	32	$	13.125	5,000	$	(2,100,000	)

Forward Agreements


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short	$	13.11	$	(55,330,755	)

The March 31, 2009 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 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 March 31, 2010, each of the Currency Funds’ positions were as follows:

ProShares Ultra Euro:

As of March 31, 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 March 31, 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	04/09/10	8,133,525		1.3505	$	10,984,377
Euro	UBS AG	Long	04/09/10	6,300,300		1.3505		8,508,595
Euro	Goldman Sachs International	Short	04/09/10	(238,800	)	1.3505		(322,501	)
Euro	UBS AG	Short	04/09/10	(356,300	)	1.3505		(481,185	)

The March 31, 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 March 31, 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 March 31, 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

04/03/09

10,198,900

1.32818

13,546,029

Euro

Goldman Sachs International

Short

04/03/09

(303,700

)

1.32818

(403,370

)

The March 31, 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

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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 March 31, 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 March 31, 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	UBS AG	Long	04/09/10	19,463,200		1.3505	$	26,285,176
Euro	Goldman Sachs International	Short	04/09/10	(226,729,525	)	1.3505		(306,199,668	)
Euro	UBS AG	Short	04/09/10	(231,621,500	)	1.3505		(312,806,312	)

The March 31, 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 March 31, 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 March 31, 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

04/03/09

3,598,400

1.32818

4,779,342

Euro

Goldman Sachs International

Short

04/03/09

(74,627,100

)

1.32818

(99,118,616

)

The March 31, 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

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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 March 31, 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 March 31, 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	04/09/10	399,930,000		0.010692	$	4,276,092
Yen	UBS AG	Long	04/09/10	353,640,000		0.010692		3,781,154
Yen	Goldman Sachs International	Short	04/09/10	(7,200,000	)	0.010692		(76,983	)
Yen	UBS AG	Short	04/09/10	(20,600,000	)	0.010692		(220,257	)

The March 31, 2010 USD market value equals the number of Yen multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

As of March 31, 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 March 31, 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

04/03/09

724,700,000

0.0100996

7,319,163

Yen

Goldman Sachs International

Short

04/03/09

(22,810,000

)

0.0100996

(230,371

)

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The March 31, 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 March 31, 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 March 31, 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	UBS AG	Long	04/09/10	141,320,000		0.010692	$	1,511,008
Yen	Goldman Sachs International	Short	04/09/10	(11,592,420,000	)	0.010692		(123,947,313	)
Yen	UBS AG	Short	04/09/10	(12,947,630,000	)	0.010692		(138,437,354	)

The March 31, 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.

As of March 31, 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 March 31, 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

04/03/09

642,490,000

0.0100996

6,488,877

Yen

Goldman Sachs International

Short

04/03/09

(12,389,350,000

)

0.0100996

(125,127,194

)

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The March 31, 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 to seek daily investment results, before fees and expenses, which correspond to twice (200%) the daily performance, whether positive or negative, of its corresponding benchmark. Each Ultra ProShares Fund seeks daily investment results (before fees and expenses) that correspond to twice (200%) the daily performance of its corresponding benchmark. Each UltraShort ProShares Fund seeks daily investment results (before fees and expenses) that correspond to twice (200%) the inverse (opposite) of the daily performance of its corresponding benchmark. The Funds do not seek to achieve these stated investment objectives over a period of time greater than one day because mathematical compounding prevents the Funds from achieving such results. Performance over longer periods of time will be influenced not only by the cumulative period performance of the corresponding benchmark but equally by the intervening volatility of the benchmark as well as fees and expenses, including costs associated with the use of Financial Instruments such as financing costs and trading spreads. Future period returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by two or negative two. Investors should monitor their ProShares holdings consistent with their strategies, as frequently as daily. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

Primary Market Risk Exposure

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

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

As described above in Item 2 of this Quarterly Report on Form 10-Q, trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures 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

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and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying a Commodity Index Fund or a Commodity Fund, and in turn, the Financial Instruments and other assets, if any, owned by such a Fund. The impact of changes in the price of a physical commodity or of a commodity index (comprised of commodity futures contracts) will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an UltraShort Fund and daily decreases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an Ultra Fund. Performance over time is a cumulative effect of geometrically linking each day’s leveraged or inverse leveraged returns. For instance, if a corresponding benchmark was up 10% and then down 10%, which would result in a (1.1*0.9)-1 = -1% period benchmark return, the two-day period return for a theoretical two-times fund would be equal to a (1.2 *0.8)-1 = -4% period Fund return (rather than simply two times the period return of the benchmark).

Exchange Rate Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Currency Funds, several factors may affect the value of the foreign currencies or the U.S. Dollar, and, in turn, the swap agreements, futures contracts, forward contracts thereof and other assets, if any, owned by a Fund. The impact of changes in the price of a currency will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of a currency will negatively impact the daily performance of Shares of an UltraShort Fund and daily decreases in the price of a currency will negatively impact the daily performance of Shares of an Ultra Fund. Performance over time is a cumulative effect of geometrically linking each day’s leveraged or inverse leveraged returns. For instance, if a corresponding benchmark was up 10% and then down 10%, which would result in a (1.1*0.9)-1 = -1% period benchmark return, the two-day period return for a theoretical two-times fund would be equal to a (1.2 *0.8)-1 = -4% period Fund return (rather than simply two times the period return of the benchmark).

Managing Market Risks

Each Fund seeks to remain fully exposed to the corresponding benchmark at the levels implied by the relevant investment objective (200% or -200%), regardless of market direction or sentiment. As described above in Item 2 of this Quarterly Report on Form 10-Q, this is done through the use of various Financial Instruments. No attempt is made to adjust market exposure in order to avoid changes to the benchmark that would cause the Funds to lose value.

The use of certain Financial Instruments introduces counterparty risk. A Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments and repurchase agreements entered into by the Fund. A Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. Each Fund intends to enter into swap and forward agreements only with large, established and well capitalized financial institutions that meet certain credit quality standards and monitoring policies. Each Fund may use various techniques to minimize credit risk including early termination or reset and payment, and limiting the net amount due from any individual counterparty.

Most Financial Instruments held by the Funds are “unfunded” meaning that the Fund will obtain exposure to the corresponding benchmark while still being in possession of its original cash assets. The cash positions that result from use of such Financial Instruments are held in a manner to minimize both interest rate and credit risk. During the reporting period, cash positions were maintained in a non-interest bearing demand deposit account. In the future, it is expected that a portion of this cash will be invested 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 March 31, 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 March 31, 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.

There have been no changes to Risk Factors since last reported in Part I, Item 1A in the Trust’s Annual Report on Form 10-K for the period ended December 31, 2009.

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 December 31, 2009 through March 31, 2010		Sale Price of Shares Sold December 31, 2009 through March 31, 2010
ProShares Ultra DJ-UBS Commodity Common Units of Beneficial Interest	$	1,500,000,000	100,000		$	2,604,725
ProShares UltraShort DJ-UBS Commodity Common Units of Beneficial Interest	$	2,500,000,000	100,000		$	1,610,413
ProShares Ultra DJ-UBS Crude Oil Common Units of Beneficial Interest	$	7,000,000,000	15,950,000		$	172,930,688
ProShares UltraShort DJ-UBS Crude Oil Common Units of Beneficial Interest	$	4,500,000,000	13,350,000		$	172,029,659
ProShares Ultra Gold Common Units of Beneficial Interest	$	3,000,000,000	600,000		$	27,481,133
ProShares UltraShort Gold Common Units of Beneficial Interest	$	3,000,000,000	300,000	*	$	14,766,261
ProShares Ultra Silver Common Units of Beneficial Interest	$	2,000,000,000	700,000		$	34,990,226
ProShares UltraShort Silver Common Units of Beneficial Interest	$	2,000,000,000	620,000	*	$	27,705,812
ProShares Ultra Euro Common Units of Beneficial Interest	$	1,500,000,000	100,000		$	2,711,263
ProShares UltraShort Euro Common Units of Beneficial Interest	$	1,500,000,000	8,800,000		$	175,158,072
ProShares Ultra Yen Common Units of Beneficial Interest	$	1,500,000,000	—		$	—
ProShares UltraShort Yen Common Units of Beneficial Interest	$	1,500,000,000	3,200,000		$	64,382,901
Total:	$	31,500,000,000	43,820,000		$	696,371,153

See Note 9 of the Notes to Financial Statements in Item 1 of Part I.

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(c)	From December 31, 2009 through March 31, 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
01/01/10 to 01/31/10	200,000	$	26.98
02/01/10 to 02/28/10	100,000		24.14
03/01/10 to 03/31/10	—		—
ProShares UltraShort DJ-UBS Commodity
01/01/10 to 01/31/10	—		—
02/01/10 to 02/28/10	—		—
03/01/10 to 03/31/10	—		—
ProShares Ultra DJ-UBS Crude Oil
01/01/10 to 01/31/10	6,700,000		13.49
02/01/10 to 02/28/10	14,850,000		11.64
03/01/10 to 03/31/10	4,950,000		12.80
ProShares UltraShort DJ-UBS Crude Oil
01/01/10 to 01/31/10	5,600,000		14.61
02/01/10 to 02/28/10	1,250,000		15.46
03/01/10 to 03/31/10	1,850,000		12.80
ProShares Ultra Gold
01/01/10 to 01/31/10	300,000		43.85
02/01/10 to 02/28/10	250,000		46.14
03/01/10 to 03/31/10	—		—
ProShares UltraShort Gold*
01/01/10 to 01/31/10	80,000		51.82
02/01/10 to 02/28/10	—		—
03/01/10 to 03/31/10	170,000		49.65
ProShares Ultra Silver
01/01/10 to 01/31/10	—		—
02/01/10 to 02/28/10	50,000		47.72
03/01/10 to 03/31/10	250,000		56.24
ProShares UltraShort Silver*
01/01/10 to 01/31/10	—		—
02/01/10 to 02/28/10	180,000		51.87
03/01/10 to 03/31/10	105,000		43.73
ProShares Ultra Euro
01/01/10 to 01/31/10	—		—
02/01/10 to 02/28/10	—		—
03/01/10 to 03/31/10	—		—
ProShares UltraShort Euro
01/01/10 to 01/31/10	—		—
02/01/10 to 02/28/10	—		—
03/01/10 to 03/31/10	—		—
ProShares Ultra Yen
01/01/10 to 01/31/10	—		—
02/01/10 to 02/28/10	—		—
03/01/10 to 03/31/10	—		—
ProShares UltraShort Yen
01/01/10 to 01/31/10	—		—
02/01/10 to 02/28/10	250,000		20.34
03/01/10 to 03/31/10	—		—
Total:	37,135,000	$	14.33

See Note 9 of the Notes to Financial Statements in Item 1 of Part I.

Item 3.

Defaults Upon Senior Securities.

None.

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Item 4.

Reserved.

Item 5.

Other Information.

None.

Item 6.

Exhibits.


Exhibit No.		Description of Document
31.1		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
31.2		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
32.1		Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
32.2		Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)

(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: May 10, 2010

/s/ Edward Karpowicz
By: Edward Karpowicz
Principal Financial Officer

Date: May 10, 2010