ProShares Trust II - Quarter Report: 2011 June (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

for the quarterly period ended June 30, 2011.

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

for the transition period from to .

Commission file number: 001-34200

PROSHARES TRUST II

(Exact name of registrant as specified in its charter)

Delaware

87-6284802

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip code)

(240) 497-6400

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

PROSHARES TRUST II

Table of Contents


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

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		118

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		155

Item 4.	Controls and Procedures.		172

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings.		173

Item 1A.	Risk Factors.		173

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		173

Item 3.	Defaults Upon Senior Securities.		176

Item 4.	Removed and Reserved.		176

Item 5.	Other Information.		176

Item 6.	Exhibits.		176

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 DJ-UBS Natural Gas		22
ProShares Short DJ-UBS Natural Gas		23
ProShares UltraShort DJ-UBS Natural Gas		24
ProShares Ultra Gold		25
ProShares Short Gold		30
ProShares UltraShort Gold		31
ProShares Ultra Silver		36
ProShares UltraShort Silver		41
ProShares Ultra Euro		46
ProShares UltraShort Euro		51
ProShares Ultra Yen		56
ProShares UltraShort Yen		61
ProShares Ultra VIX Short-Term Futures ETF		66
ProShares VIX Short-Term Futures ETF		67
ProShares Short VIX Short-Term Futures ETF		72
ProShares UltraShort VIX Short-Term Futures ETF		73
ProShares Ultra VIX Mid-Term Futures ETF		74
ProShares VIX Mid-Term Futures ETF		75
ProShares Short VIX Mid-Term Futures ETF		80
ProShares UltraShort VIX Mid-Term Futures ETF		81
ProShares Trust II		82
Notes to Financial Statements		86

-1-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION

		000000000000000		000000000000000
	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	9,009	$	17,743
Short-term U.S. government and agency obligations (Note 3) (cost $18,514,256 and $16,426,195, respectively)		18,514,669		16,426,651
Unrealized appreciation on swap agreements		—		1,755,750

Total assets		18,523,678		18,200,144

Liabilities and shareholders’ equity
Liabilities
Management fee payable		15,033		13,486
Unrealized depreciation on swap agreements		1,813,382		—

Total liabilities		1,828,415		13,486


Shareholders’ equity
Shareholders’ equity		16,695,263		18,186,658

Total liabilities and shareholders’ equity	$	18,523,678	$	18,200,144

Shares outstanding		500,014		500,014

Net asset value per share	$	33.39	$	36.37

Market value per share (Note 2)	$	33.38	$	36.27

See accompanying notes to financial statements.

-2-

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (111% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 07/07/11	$	1,951,000	$	1,950,997
0.060% due 07/14/11†		1,152,000		1,151,996
0.058% due 07/21/11†		2,441,000		2,440,975
0.053% due 07/28/11†		676,000		675,995
0.023% due 08/04/11†		2,576,000		2,575,965
0.048% due 08/18/11†		1,830,000		1,829,964
0.044% due 08/25/11†		4,115,000		4,114,908
0.035% due 09/08/11†		1,154,000		1,153,978
0.014% due 09/15/11†		2,620,000		2,619,891

Total short-term U.S. government and agency obligations (cost $18,514,256)			$	18,514,669

Swap Agreements^


	Termination Date		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index		07/06/11	$	8,152,130	$	(435,944	)
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index		07/06/11		25,337,039		(1,377,438	)

					$	(1,813,382	)

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

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

See accompanying notes to financial statements.

-3-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010

Investment Income
Interest	$	3,412		$	6,549		$	9,271		$	11,318

Expenses
Management fee		48,436			28,875			94,549			60,926

Total expenses		48,436			28,875			94,549			60,926

Net investment income (loss)		(45,024	)		(22,326	)		(85,278	)		(49,608	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(1,213,954	)		(2,396,285	)		1,990,167			(2,738,144	)
Short-term U.S. government and agency obligations		123			89			123			966

Net realized gain (loss)		(1,213,831	)		(2,396,196	)		1,990,290			(2,737,178	)

Change in net unrealized appreciation/depreciation on
Swap agreements		(2,137,478	)		1,020,246			(3,569,132	)		(636,568	)
Short-term U.S. government and agency obligations		(303	)		194			(43	)		2,550

Change in net unrealized appreciation/depreciation		(2,137,781	)		1,020,440			(3,569,175	)		(634,018	)

Net realized and unrealized gain (loss)		(3,351,612	)		(1,375,756	)		(1,578,885	)		(3,371,196	)

Net income (loss)	$	(3,396,636	)	$	(1,398,082	)	$	(1,664,163	)	$	(3,420,804	)

Net income (loss) per weighted-average share	$	(6.19	)	$	(2.74	)	$	(3.07	)	$	(6.63	)

Weighted-average shares outstanding		548,366			509,904			542,555			516,312

See accompanying notes to financial statements.

-4-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	18,186,658

Addition of 50,000 shares		1,782,755
Redemption of 50,000 shares		(1,609,987	)

Net addition (redemption) of 0 shares		172,768


Net investment income (loss)		(85,278	)
Net realized gain (loss)		1,990,290
Change in net unrealized appreciation/depreciation		(3,569,175	)

Net income (loss)		(1,664,163	)


Shareholders’ equity, at June 30, 2011	$	16,695,263

See accompanying notes to financial statements.

-5-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	(1,664,163	)	$	(3,420,804	)
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		(2,088,061	)		8,268,742
Change in unrealized appreciation/depreciation on investments		3,569,175			634,018
Increase (Decrease) in management fee payable		1,547			(5,877	)

Net cash provided by (used in) operating activities		(181,502	)		5,476,079

Cash flow from financing activities
Proceeds from addition of shares		1,782,755			5,958,070
Payment on shares redeemed		(1,609,987	)		(9,976,249	)

Net cash provided by (used in) financing activities		172,768			(4,018,179	)

Net increase (decrease) in cash		(8,734	)		1,457,900
Cash, beginning of period		17,743			78,112

Cash, end of period	$	9,009		$	1,536,012

See accompanying notes to financial statements.

-6-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION

		000000000000000		000000000000000
	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	13,740	$	10,654
Short-term U.S. government and agency obligations (Note 3) (cost $27,261,191 and $1,594,783, respectively)		27,261,465		1,594,842
Unrealized appreciation on swap agreements		2,252,534		—

Total assets		29,527,739		1,605,496

Liabilities and shareholders’ equity
Liabilities
Management fee payable		31,970		1,273
Unrealized depreciation on swap agreements		—		164,150

Total liabilities		31,970		165,423

Shareholders’ equity
Shareholders’ equity		29,495,769		1,440,073

Total liabilities and shareholders’ equity	$	29,527,739	$	1,605,496

Shares outstanding		609,997		30,003

Net asset value per share (Note 1)	$	48.35	$	48.00

Market value per share (Note 1) (Note 2)	$	48.67	$	48.30

See accompanying notes to financial statements.

-7-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (92% of shareholders’ equity)
U.S. Treasury Bills:
0.005% due 07/07/11†	$	10,203,000	$	10,202,986
0.010% due 07/28/11†		656,000		655,995
0.015% due 08/04/11†		1,993,000		1,992,973
0.048% due 08/18/11†		309,000		308,994
0.045% due 08/25/11†		5,581,000		5,580,874
0.021% due 09/15/11†		8,290,000		8,289,655
0.011% due 09/22/11		115,000		114,994
0.015% due 09/29/11		115,000		114,994

Total short-term U.S. government and agency obligations (cost $27,261,191)			$	27,261,465

Swap Agreements^


	Termination Date		Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index		07/06/11	$	(14,458,798	)	$	494,019
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index		07/06/11		(44,002,256	)		1,758,515

						$	2,252,534

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

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

See accompanying notes to financial statements.

-8-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	2,051		$	1,438		$	2,791		$	2,318

Expenses
Management fee		73,560			10,734			79,037			19,491

Total expenses		73,560			10,734			79,037			19,491

Net investment income (loss)		(71,509	)		(9,296	)		(76,246	)		(17,173	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(5,131,689	)		688,684			(5,516,002	)		551,420
Short-term U.S. government and agency obligations		1,169			—			1,166			(82	)

Net realized gain (loss)		(5,130,520	)		688,684			(5,514,836	)		551,338

Change in net unrealized appreciation/depreciation on
Swap agreements		2,333,550			(548,694	)		2,416,684			(220,929	)
Short-term U.S. government and agency obligations		257			36			215			413

Change in net unrealized appreciation/depreciation		2,333,807			(548,658	)		2,416,899			(220,516	)

Net realized and unrealized gain (loss)		(2,796,713	)		140,026			(3,097,937	)		330,822

Net income (loss)	$	(2,868,222	)	$	130,730		$	(3,174,183	)	$	313,649

Net income (loss) per weighted-average share (Note 1)	$	(4.20	)	$	2.36		$	(8.62	)	$	6.06

Weighted-average shares outstanding (Note 1)		682,524			55,497			368,065			51,771

See accompanying notes to financial statements.

-9-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	1,440,073

Addition of 1,780,000 shares (Note 1)		84,549,839
Redemption of 1,200,006 shares (Note 1)		(53,319,960	)

Net addition (redemption) of 579,994 shares (Note 1)		31,229,879


Net investment income (loss)		(76,246	)
Net realized gain (loss)		(5,514,836	)
Change in net unrealized appreciation/depreciation		2,416,899

Net income (loss)		(3,174,183	)


Shareholders’ equity, at June 30, 2011	$	29,495,769

See accompanying notes to financial statements.

-10-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	(3,174,183	)	$	313,649
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for swap agreements		—			65,800
Net sale (purchase) of short-term U.S. government and agency obligations		(25,666,408	)		69,494
Change in unrealized appreciation/depreciation on investments		(2,416,899	)		220,516
Increase (Decrease) in management fee payable		30,697			1,136

Net cash provided by (used in) operating activities		(31,226,793	)		670,595

Cash flow from financing activities
Proceeds from addition of shares		84,549,839			3,370,174
Payment on shares redeemed		(53,319,960	)		(3,226,596	)

Net cash provided by (used in) financing activities		31,229,879			143,578

Net increase (decrease) in cash		3,086			814,173
Cash, beginning of period		10,654			90,383

Cash, end of period	$	13,740		$	904,556

See accompanying notes to financial statements.

-11-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

		000000000000000		000000000000000
	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	3,864,304	$	905,158
Segregated cash balances with brokers for futures contracts		29,816,100		10,631,250
Short-term U.S. government and agency obligations (Note 3) (cost $382,581,117 and $244,384,335, respectively)		382,583,422		244,394,920
Unrealized appreciation on swap agreements		—		5,649,644
Receivable from capital shares sold		18,214,973		—
Receivable on open futures contracts		1,843,059		3,035,150

Total assets		436,321,858		264,616,122

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		36,266,723
Management fee payable		244,818		216,322
Unrealized depreciation on swap agreements		9,679,803		—

Total liabilities		9,924,621		36,483,045

Shareholders’ equity
Shareholders’ equity		426,397,237		228,133,077

Total liabilities and shareholders’ equity	$	436,321,858	$	264,616,122

Shares outstanding		9,999,170		4,562,504

Net asset value per share (Note 1)	$	42.64	$	50.00

Market value per share (Note 1) (Note 2)	$	42.18	$	49.98

See accompanying notes to financial statements.

-12-

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (90% of shareholders’ equity)
U.S. Treasury Bills:
0.005% due 07/07/11	$	21,106,000	$	21,105,970
0.064% due 07/14/11†		10,947,000		10,946,964
0.058% due 07/21/11		16,364,000		16,363,828
0.035% due 07/28/11†		19,575,000		19,574,859
0.021% due 08/04/11†		71,671,000		71,670,018
0.028% due 08/11/11†		26,046,000		26,045,568
0.023% due 08/18/11†		32,705,000		32,704,362
0.045% due 08/25/11†		10,373,000		10,372,767
0.033% due 09/01/11		20,671,000		20,670,477
0.034% due 09/08/11†		10,792,000		10,791,796
0.022% due 09/15/11†		57,152,000		57,149,622
0.016% due 09/22/11†		78,030,000		78,025,545
0.015% due 09/29/11		7,162,000		7,161,646

Total short-term U.S. government and agency obligations (cost $382,581,117)			$	382,583,422

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil – NYMEX, expires September 2011		3,681	$	353,228,760	$	(8,560,860	)

Swap Agreements^


	Termination Date		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Crude Oil Sub-Index		07/06/11	$	167,208,929	$	(5,067,105	)
Swap agreement with UBS AG based on Dow Jones-UBS Crude Oil Sub-Index		07/06/11		332,370,201		(4,612,698	)

					$	(9,679,803	)

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

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

See accompanying notes to financial statements.

-13-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	39,410		$	132,798		$	137,728		$	174,054

Expenses
Management fee		657,181			841,537			1,456,224			1,445,462
Brokerage commissions		25,104			51,622			54,773			79,965

Total expenses		682,285			893,159			1,510,997			1,525,427

Net investment income (loss)		(642,875	)		(760,361	)		(1,373,269	)		(1,351,373	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		11,804,564			(11,447,341	)		34,464,884			8,078,781
Swap agreements		(19,651,096	)		(45,766,422	)		39,873,011			(12,270,907	)
Short-term U.S. government and agency obligations		8,033			2,683			12,962			45,375

Net realized gain (loss)		(7,838,499	)		(57,211,080	)		74,350,857			(4,146,751	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(28,278,000	)		(9,058,300	)		(13,973,620	)		(15,378,680	)
Swap agreements		(5,895,327	)		17,726,009			(15,329,447	)		1,334,168
Short-term U.S. government and agency obligations		(12,459	)		18,945			(8,280	)		41,803

Change in net unrealized appreciation/depreciation		(34,185,786	)		8,686,654			(29,311,347	)		(14,002,709	)

Net realized and unrealized gain (loss)		(42,024,285	)		(48,524,426	)		45,039,510			(18,149,460	)

Net income (loss)	$	(42,667,160	)	$	(49,284,787	)	$	43,666,241		$	(19,500,833	)

Net income (loss) per weighted-average share (Note 1)	$	(7.60	)	$	(5.76	)	$	6.92		$	(2.78	)

Weighted-average shares outstanding (Note 1)		5,611,258			8,560,855			6,305,952			7,008,498

See accompanying notes to financial statements.

-14-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	228,133,077

Addition of 17,475,000 shares (Note 1)		786,629,115
Redemption of 12,038,334 shares (Note 1)		(632,031,196	)

Net addition (redemption) of 5,436,666 shares (Note 1)		154,597,919


Net investment income (loss)		(1,373,269	)
Net realized gain (loss)		74,350,857
Change in net unrealized appreciation/depreciation		(29,311,347	)

Net income (loss)		43,666,241


Shareholders’ equity, at June 30, 2011	$	426,397,237

See accompanying notes to financial statements.

-15-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	43,666,241		$	(19,500,833	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(19,184,850	)		(7,324,639	)
Net sale (purchase) of short-term U.S. government and agency obligations		(138,196,782	)		(123,037,745	)
Change in unrealized appreciation/depreciation on investments		15,337,727			(1,375,971	)
Decrease (Increase) in receivable on futures contracts		1,192,091			1,466,444
Increase (Decrease) in management fee payable		28,496			162,519

Net cash provided by (used in) operating activities		(97,157,077	)		(149,610,225	)

Cash flow from financing activities
Proceeds from addition of shares		768,414,142			695,289,489
Payment on shares redeemed		(668,297,919	)		(537,708,197	)

Net cash provided by (used in) financing activities		100,116,223			157,581,292

Net increase (decrease) in cash		2,959,146			7,971,067
Cash, beginning of period		905,158			80,936

Cash, end of period	$	3,864,304		$	8,052,003

See accompanying notes to financial statements.

-16-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	1,249,378	$	4,007,347
Segregated cash balances with brokers for futures contracts		9,059,758		4,252,500
Short-term U.S. government and agency obligations (Note 3) (cost $123,613,509 and $135,631,915, respectively)		123,614,651		135,637,192
Unrealized appreciation on swap agreements		6,899,392		—
Receivable from capital shares sold		19,578,874		—

Total assets		160,402,053		143,897,039

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		6,313,753
Payable on open futures contracts		—		1,140,144
Management fee payable		113,611		117,277
Unrealized depreciation on swap agreements		—		4,111,608

Total liabilities		113,611		11,682,782

Shareholders’ equity
Shareholders’ equity		160,288,442		132,214,257

Total liabilities and shareholders’ equity	$	160,402,053	$	143,897,039

Shares outstanding		3,319,944		2,600,003

Net asset value per share (Note 1)	$	48.28	$	50.85

Market value per share (Note 1) (Note 2)	$	48.80	$	50.85

See accompanying notes to financial statements.

-17-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (77% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 07/07/11†	$	12,535,000	$	12,534,982
0.065% due 07/14/11†		12,893,000		12,892,957
0.058% due 07/21/11		9,894,000		9,893,896
0.012% due 07/28/11†		11,862,000		11,861,915
0.022% due 08/04/11†		14,013,000		14,012,808
0.015% due 08/11/11†		12,250,000		12,249,797
0.045% due 08/18/11†		1,842,000		1,841,964
0.044% due 08/25/11†		10,847,000		10,846,756
0.026% due 09/01/11		1,289,000		1,288,967
0.036% due 09/08/11†		9,613,000		9,612,818
0.010% due 09/15/11†		18,416,000		18,415,234
0.011% due 09/22/11†		5,226,000		5,225,702
0.015% due 09/29/11		2,937,000		2,936,855

Total short-term U.S. government and agency obligations (cost $123,613,509)			$	123,614,651

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil – NYMEX, expires September 2011		1,146	$	109,970,160	$	2,287,900

Swap Agreements^


	Termination Date		Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Crude Oil Sub-Index		07/06/11	$	(73,730,860	)	$	2,781,226
Swap agreement with UBS AG based on Dow Jones-UBS Crude Oil Sub-Index		07/06/11		(136,879,095	)		4,118,166

						$	6,899,392

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

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

See accompanying notes to financial statements.

-18-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	25,984		$	33,056		$	62,434		$	55,494

Expenses
Management fee		401,339			189,102			699,551			406,784
Brokerage commissions		16,653			15,543			32,302			27,722

Total expenses		417,992			204,645			731,853			434,506

Net investment income (loss)		(392,008	)		(171,589	)		(669,419	)		(379,012	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		7,076,973			5,375,460			2,465,383			5,001,258
Swap agreements		24,452,132			16,625,026			15,128,493			18,583,440
Short-term U.S. government and agency obligations		9,722			7,620			10,149			8,525

Net realized gain (loss)		31,538,827			22,008,106			17,604,025			23,593,223

Change in net unrealized appreciation/depreciation on
Futures contracts		5,409,880			3,248,810			4,672,320			3,865,930
Swap agreements		7,491,982			1,175,687			11,011,000			(618,247	)
Short-term U.S. government and agency obligations		(5,295	)		1,417			(4,135	)		7,912

Change in net unrealized appreciation/depreciation		12,896,567			4,425,914			15,679,185			3,255,595

Net realized and unrealized gain (loss)		44,435,394			26,434,020			33,283,210			26,848,818

Net income (loss)	$	44,043,386		$	26,262,431		$	32,613,791		$	26,469,806

Net income (loss) per weighted-average share (Note 1)	$	11.02		$	20.97		$	9.90		$	20.23

Weighted-average shares outstanding (Note 1)		3,997,966			1,252,640			3,294,495			1,308,456

See accompanying notes to financial statements.

-19-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	132,214,257

Addition of 7,080,000 shares (Note 1)		304,540,395
Redemption of 6,360,059 shares (Note 1)		(309,080,001	)

Net addition (redemption) of 719,941 shares (Note 1)		(4,539,606	)


Net investment income (loss)		(669,419	)
Net realized gain (loss)		17,604,025
Change in net unrealized appreciation/depreciation		15,679,185

Net income (loss)		32,613,791


Shareholders’ equity, at June 30, 2011	$	160,288,442

See accompanying notes to financial statements.

-20-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	32,613,791		$	26,469,806
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for swap agreements		—			(387,100	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(4,807,258	)		1,909,912
Net sale (purchase) of short-term U.S. government and agency obligations		12,018,406			35,378,783
Change in unrealized appreciation/depreciation on investments		(11,006,865	)		610,335
Decrease (Increase) in receivable on futures contracts		—			(417,984	)
Increase (Decrease) in management fee payable		(3,666	)		(34,507	)
Increase (Decrease) in payable on futures contracts		(1,140,144	)		(1,271,069	)

Net cash provided by (used in) operating activities		27,674,264			62,258,176

Cash flow from financing activities
Proceeds from addition of shares		284,961,521			245,392,705
Payment on shares redeemed		(315,393,754	)		(284,420,793	)

Net cash provided by (used in) financing activities		(30,432,233	)		(39,028,088	)

Net increase (decrease) in cash		(2,757,969	)		23,230,088
Cash, beginning of period		4,007,347			75,409

Cash, end of period	$	1,249,378		$	23,305,497

See accompanying notes to financial statements.

-21-

PROSHARES ULTRA DJ-UBS NATURAL GAS*

STATEMENT OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)
Assets
Cash	$	400
Offering costs (Note 5)		26,624

Total assets		27,024

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		26,624

Total liabilities		26,624

Shareholders’ equity
Shareholders’ equity	$	400

Total liabilities and shareholders’ equity	$	27,024

*	See Note 1.

See accompanying notes to financial statements.

-22-

PROSHARES SHORT DJ-UBS NATURAL GAS*

STATEMENTS OF FINANCIAL CONDITION

		000000000000000		000000000000000
	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	200	$	200
Offering costs (Note 5)		29,090		—

Total assets		29,290		200

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		29,090		—

Total liabilities		29,090		—

Shareholders’ equity
Shareholders’ equity		200		200

Total liabilities and shareholders’ equity	$	29,290	$	200

*	See Note 1.

See accompanying notes to financial statements.

-23-

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS*

STATEMENT OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)
Assets
Cash	$	400
Offering costs (Note 5)		26,624

Total assets		27,024

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		26,624

Total liabilities		26,624

Shareholders’ equity
Shareholders’ equity	$	400

Total liabilities and shareholders’ equity	$	27,024

*	See Note 1.

See accompanying notes to financial statements.

-24-

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	1,189,728	$	1,262,424
Segregated cash balances with brokers for futures contracts		430,494		467,775
Short-term U.S. government and agency obligations (Note 3) (cost $296,045,464 and $249,242,580, respectively)		296,053,835		249,250,657
Unrealized appreciation on forward agreements		—		8,724,587
Receivable on open futures contracts		—		60,830

Total assets		297,674,057		259,766,273

Liabilities and shareholders’ equity
Liabilities
Management fee payable		228,476		204,198
Unrealized depreciation on forward agreements		14,680,169		—

Total liabilities		14,908,645		204,198

Shareholders’ equity
Shareholders’ equity		282,765,412		259,562,075

Total liabilities and shareholders’ equity	$	297,674,057	$	259,766,273

Shares outstanding		3,650,014		3,750,014

Net asset value per share	$	77.47	$	69.22

Market value per share (Note 2)	$	76.78	$	70.72

See accompanying notes to financial statements.

-25-

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (105% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 07/07/11†	$	16,092,000	$	16,091,978
0.059% due 07/14/11†		54,960,000		54,959,819
0.058% due 07/21/11†		20,507,000		20,506,785
0.021% due 08/04/11		24,013,000		24,012,671
0.015% due 08/11/11		7,803,000		7,802,870
0.048% due 08/18/11†		26,233,000		26,232,488
0.044% due 08/25/11†		46,744,000		46,742,948
0.054% due 09/01/11		12,146,000		12,145,693
0.035% due 09/08/11†		56,353,000		56,351,935
0.020% due 09/15/11†		26,596,000		26,594,894
0.011% due 09/22/11		2,306,000		2,305,868
0.015% due 09/29/11		2,306,000		2,305,886

Total short-term U.S. government and agency obligations (cost $296,045,464)			$	296,053,835

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures – COMEX, expires August 2011		84	$	12,623,520	$	(216,870	)

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold		07/07/11	$	93,920	$	141,401,256	$	(3,702,742	)
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold		07/07/11		273,300		411,466,815		(10,977,427	)

							$	(14,680,169	)

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

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

See accompanying notes to financial statements.

-26-

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	46,720		$	77,349		$	118,504		$	102,169

Expenses
Management fee		655,099			447,194			1,208,434			830,426
Brokerage commissions		905			1,067			1,810			2,071

Total expenses		656,004			448,261			1,210,244			832,497

Net investment income (loss)		(609,284	)		(370,912	)		(1,091,740	)		(730,328	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		645,135			984,644			823,165			905,501
Forward agreements		41,966,226			45,292,173			49,809,607			42,807,434
Short-term U.S. government and agency obligations		4			—			(148	)		5,759

Net realized gain (loss)		42,611,365			46,276,817			50,632,624			43,718,694

Change in net unrealized appreciation/depreciation on
Futures contracts		(386,850	)		62,390			(522,850	)		318,770
Forward agreements		(22,067,679	)		(8,015,828	)		(23,404,756	)		(523,305	)
Short-term U.S. government and agency obligations		(2,106	)		13,222			294			14,523

Change in net unrealized appreciation/depreciation		(22,456,635	)		(7,940,216	)		(23,927,312	)		(190,012	)

Net realized and unrealized gain (loss)		20,154,730			38,336,601			26,705,312			43,528,682

Net income (loss)	$	19,545,446		$	37,965,689		$	25,613,572		$	42,798,354

Net income (loss) per weighted-average share	$	5.51		$	10.43		$	7.23		$	11.79

Weighted-average shares outstanding		3,546,717			3,640,124			3,540,622			3,630,125

See accompanying notes to financial statements.

-27-

PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	259,562,075

Addition of 350,000 shares		27,749,979
Redemption of 450,000 shares		(30,160,214	)

Net addition (redemption) of (100,000) shares		(2,410,235	)


Net investment income (loss)		(1,091,740	)
Net realized gain (loss)		50,632,624
Change in net unrealized appreciation/depreciation		(23,927,312	)

Net income (loss)		25,613,572


Shareholders’ equity, at June 30, 2011	$	282,765,412

See accompanying notes to financial statements.

-28-

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	25,613,572		$	42,798,354
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		37,281			(171,521	)
Net sale (purchase) of short-term U.S. government and agency obligations		(46,802,884	)		(27,330,200	)
Change in unrealized appreciation/depreciation on investments		23,404,462			508,782
Decrease (Increase) in receivable on futures contracts		60,830			32,930
Increase (Decrease) in management fee payable		24,278			10,886

Net cash provided by (used in) operating activities		2,337,539			15,849,231

Cash flow from financing activities
Proceeds from addition of shares		27,749,979			55,273,217
Payment on shares redeemed		(30,160,214	)		(52,059,074	)

Net cash provided by (used in) financing activities		(2,410,235	)		3,214,143

Net increase (decrease) in cash		(72,696	)		19,063,374
Cash, beginning of period		1,262,424			96,468

Cash, end of period	$	1,189,728		$	19,159,842

See accompanying notes to financial statements.

-29-

PROSHARES SHORT GOLD*

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	200	$	200
Offering costs (Note 5)		12,424		—

Total assets		12,624		200

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		12,424		—

Total liabilities		12,424		—

Shareholders’ equity
Shareholders’ equity		200		200

Total liabilities and shareholders’ equity	$	12,624	$	200

*	See Note 1.

See accompanying notes to financial statements.

-30-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION

		0000000000000		0000000000000
	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	455,771	$	404,683
Segregated cash balances with brokers for futures contracts		194,400		364,500
Short-term U.S. government and agency obligations (Note 3) (cost $90,493,286 and $80,111,190, respectively)		90,494,051		80,114,447
Unrealized appreciation on forward agreements		4,408,940		—
Receivable on open futures contracts		44,804		—

Total assets		95,597,966		80,883,630

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		94,800
Management fee payable		72,412		64,932
Unrealized depreciation on forward agreements		—		2,991,391

Total liabilities		72,412		3,151,123

Shareholders’ equity
Shareholders’ equity		95,525,554		77,732,507

Total liabilities and shareholders’ equity	$	95,597,966	$	80,883,630

Shares outstanding		3,989,901		2,739,901

Net asset value per share	$	23.94	$	28.37

Market value per share (Note 2)	$	24.14	$	27.80

See accompanying notes to financial statements.

-31-

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (95% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 07/07/11†	$	8,177,000	$	8,176,988
0.060% due 07/14/11†		906,000		905,997
0.058% due 07/21/11†		7,089,000		7,088,926
0.006% due 07/28/11		5,303,000		5,302,962
0.016% due 08/04/11†		18,611,000		18,610,745
0.048% due 08/18/11†		1,808,000		1,807,965
0.045% due 08/25/11†		25,893,000		25,892,417
0.028% due 09/01/11		984,000		983,975
0.003% due 09/15/11†		19,929,000		19,928,171
0.011% due 09/22/11		898,000		897,949
0.015% due 09/29/11		898,000		897,956

Total short-term U.S. government and agency obligations (cost $90,493,286)			$	90,494,051

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures – COMEX, expires August 2011		32	$	4,808,960	$	80,660

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive			Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold		07/07/11	$	(30,498	)	$	(45,916,264	)	$	1,132,142
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold		07/07/11		(93,200	)		(140,317,260	)		3,276,798

									$	4,408,940

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

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

See accompanying notes to financial statements.

-32-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	12,751		$	26,319		$	44,027		$	39,753

Expenses
Management fee		201,127			152,203			430,641			314,538
Brokerage commissions		761			775			1,853			1,825

Total expenses		201,888			152,978			432,494			316,363

Net investment income (loss)		(189,137	)		(126,659	)		(388,467	)		(276,610	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(678,575	)		(422,725	)		(897,335	)		(314,318	)
Forward agreements		(14,757,362	)		(18,270,102	)		(22,491,989	)		(20,089,396	)
Short-term U.S. government and agency obligations		214			53			534			2,156

Net realized gain (loss)		(15,435,723	)		(18,692,774	)		(23,388,790	)		(20,401,558	)

Change in net unrealized appreciation/depreciation on
Futures contracts		231,680			(1,690	)		373,410			(61,070	)
Forward agreements		6,860,968			2,688,728			7,400,331			(381,418	)
Short-term U.S. government and agency obligations		(2,020	)		2,175			(2,492	)		6,157

Change in net unrealized appreciation/depreciation		7,090,628			2,689,213			7,771,249			(436,331	)

Net realized and unrealized gain (loss)		(8,345,095	)		(16,003,561	)		(15,617,541	)		(20,837,889	)

Net income (loss)	$	(8,534,232	)	$	(16,130,220	)	$	(16,006,008	)	$	(21,114,499	)

Net income (loss) per weighted-average share	$	(2.42	)	$	(10.46	)	$	(4.64	)	$	(14.40	)

Weighted-average shares outstanding		3,526,165			1,541,572			3,448,188			1,466,482

See accompanying notes to financial statements.

-33-

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	77,732,507

Addition of 2,000,000 shares		54,729,892
Redemption of 750,000 shares		(20,930,837	)

Net addition (redemption) of 1,250,000 shares		33,799,055


Net investment income (loss)		(388,467	)
Net realized gain (loss)		(23,388,790	)
Change in net unrealized appreciation/depreciation		7,771,249

Net income (loss)		(16,006,008	)


Shareholders’ equity, at June 30, 2011	$	95,525,554

See accompanying notes to financial statements.

-34-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	(16,006,008	)	$	(21,114,499	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for forward agreements		—			(409,500	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		170,100			22,361
Net sale (purchase) of short-term U.S. government and agency obligations		(10,382,096	)		(2,263,925	)
Change in unrealized appreciation/depreciation on investments		(7,397,839	)		375,261
Decrease (Increase) in receivable on futures contracts		(44,804	)		—
Increase (Decrease) in management fee payable		7,480			2,523
Increase (Decrease) in payable on futures contracts		(94,800	)		—

Net cash provided by (used in) operating activities		(33,747,967	)		(23,387,779	)

Cash flow from financing activities
Proceeds from addition of shares		54,729,892			49,991,342
Payment on shares redeemed		(20,930,837	)		(25,778,777	)

Net cash provided by (used in) financing activities		33,799,055			24,212,565

Net increase (decrease) in cash		51,088			824,786
Cash, beginning of period		404,683			75,790

Cash, end of period	$	455,771		$	900,576

See accompanying notes to financial statements.

-35-

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION

		000000000000000		000000000000000
	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	2,267,056	$	2,505,032
Segregated cash balances with brokers for futures contracts		6,199,200		2,395,913
Short-term U.S. government and agency obligations (Note 3) (cost $903,727,295 and $495,898,270, respectively)		903,750,395		495,915,529
Unrealized appreciation on forward agreements		—		46,191,568
Receivable on open futures contracts		90,405		391,421

Total assets		912,307,056		547,399,463

Liabilities and shareholders’ equity
Liabilities
Management fee payable		727,807		395,544
Unrealized depreciation on forward agreements		29,650,423		—

Total liabilities		30,378,230		395,544

Shareholders’ equity
Shareholders’ equity		881,928,826		547,003,919

Total liabilities and shareholders’ equity	$	912,307,056	$	547,399,463

Shares outstanding		5,250,014		3,500,014

Net asset value per share	$	167.99	$	156.29

Market value per share (Note 2)	$	164.93	$	158.59

See accompanying notes to financial statements.

-36-

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (102% of shareholders’ equity)
U.S. Treasury Bills:
0.014% due 07/07/11†	$	43,993,000	$	43,992,938
0.049% due 07/14/11†		92,141,000		92,140,696
0.058% due 07/21/11†		33,966,000		33,965,643
0.006% due 07/28/11†		14,572,000		14,571,895
0.015% due 08/04/11†		51,174,000		51,173,299
0.048% due 08/11/11†		274,987,000		274,982,435
0.047% due 08/18/11†		119,517,000		119,514,670
0.044% due 08/25/11†		34,847,000		34,846,216
0.043% due 09/01/11		28,223,000		28,222,286
0.034% due 09/08/11†		98,933,000		98,931,130
0.012% due 09/15/11†		17,754,000		17,753,262
0.013% due 09/22/11†		58,191,000		58,187,677
0.015% due 09/29/11		35,470,000		35,468,248

Total short-term U.S. government and agency obligations (cost $903,727,295)			$	903,750,395

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures – COMEX, expires September 2011		287	$	49,983,920	$	(1,087,315	)

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver		07/07/11	$	12,045,800	$	421,855,962	$	(6,945,560	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver		07/07/11		36,914,000		1,292,765,194		(22,704,863	)

							$	(29,650,423	)

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

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

See accompanying notes to financial statements.

-37-

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	172,821		$	80,805		$	358,916		$	117,250

Expenses
Management fee		2,599,506			419,415			4,107,369			791,851
Brokerage commissions		3,290			1,580			5,228			3,355

Total expenses		2,602,796			420,995			4,112,597			795,206

Net investment income (loss)		(2,429,975	)		(340,190	)		(3,753,681	)		(677,956	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		4,639,205			1,254,115			8,607,516			311,419
Forward agreements		(210,971,245	)		31,635,413			58,404,905			24,739,760
Short-term U.S. government and agency obligations		38,696			492			40,326			7,983

Net realized gain (loss)		(206,293,344	)		32,890,020			67,052,747			25,059,162

Change in net unrealized appreciation/depreciation on
Futures contracts		(9,939,230	)		(974,170	)		(4,143,535	)		680,035
Forward agreements		(95,001,841	)		(13,766,948	)		(75,841,991	)		10,496
Short-term U.S. government and agency obligations		(19,111	)		12,122			5,841			25,519

Change in net unrealized appreciation/depreciation		(104,960,182	)		(14,728,996	)		(79,979,685	)		716,050

Net realized and unrealized gain (loss)		(311,253,526	)		18,161,024			(12,926,938	)		25,775,212

Net income (loss)	$	(313,683,501	)	$	17,820,834		$	(16,680,619	)	$	25,097,256

Net income (loss) per weighted-average share	$	(62.69	)	$	6.25		$	(3.77	)	$	8.74

Weighted-average shares outstanding		5,003,860			2,850,563			4,425,705			2,871,561

See accompanying notes to financial statements.

-38-

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	547,003,919

Addition of 3,700,000 shares		728,989,750
Redemption of 1,950,000 shares		(377,384,224	)

Net addition (redemption) of 1,750,000 shares		351,605,526


Net investment income (loss)		(3,753,681	)
Net realized gain (loss)		67,052,747
Change in net unrealized appreciation/depreciation		(79,979,685	)

Net income (loss)		(16,680,619	)


Shareholders’ equity, at June 30, 2011	$	881,928,826

See accompanying notes to financial statements.

-39-

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	(16,680,619	)	$	25,097,256
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for forward agreements		—			(337,800	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(3,803,287	)		104,638
Net sale (purchase) of short-term U.S. government and agency obligations		(407,829,025	)		(12,228,756	)
Change in unrealized appreciation/depreciation on investments		75,836,150			(36,015	)
Decrease (Increase) in receivable on futures contracts		301,016			(30,878	)
Increase (Decrease) in management fee payable		332,263			15,012

Net cash provided by (used in) operating activities		(351,843,502	)		12,583,457

Cash flow from financing activities
Proceeds from addition of shares		728,989,750			73,802,200
Payment on shares redeemed		(377,384,224	)		(69,247,131	)

Net cash provided by (used in) financing activities		351,605,526			4,555,069

Net increase (decrease) in cash		(237,976	)		17,138,526
Cash, beginning of period		2,505,032			75,670

Cash, end of period	$	2,267,056		$	17,214,196

See accompanying notes to financial statements.

-40-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION

		0000000000000		0000000000000
	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	3,193,729	$	3,514,285
Segregated cash balances with brokers for futures contracts		3,512,895		512,663
Short-term U.S. government and agency obligations (Note 3) (cost $635,371,119 and $105,316,101, respectively)		635,383,368		105,319,504
Unrealized appreciation on forward agreements		15,622,660		—

Total assets		657,712,652		109,346,452

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		227,423
Management fee payable		499,288		75,903
Unrealized depreciation on forward agreements		—		10,010,345

Total liabilities		499,288		10,313,671

Shareholders’ equity
Shareholders’ equity		657,213,364		99,032,781

Total liabilities and shareholders’ equity	$	657,712,652	$	109,346,452

Shares outstanding		35,194,369		2,482,479

Net asset value per share (Note 1)	$	18.67	$	39.89

Market value per share (Note 1) (Note 2)	$	18.99	$	39.28

See accompanying notes to financial statements.

-41-

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (97% of shareholders’ equity)
U.S. Treasury Bills:
0.005% due 07/07/11†	$	20,235,000	$	20,234,972
0.065% due 07/14/11†		49,364,000		49,363,837
0.058% due 07/21/11†		72,056,000		72,055,243
0.010% due 07/28/11		13,195,000		13,194,905
0.037% due 08/04/11†		119,384,000		119,382,364
0.042% due 08/11/11†		58,246,000		58,245,033
0.046% due 08/18/11†		117,227,000		117,224,714
0.042% due 08/25/11†		17,987,000		17,986,595
0.028% due 09/01/11		52,343,000		52,341,676
0.031% due 09/08/11†		19,651,000		19,650,629
0.004% due 09/15/11		52,767,000		52,764,805
0.019% due 09/22/11†		36,959,000		36,956,890
0.015% due 09/29/11		5,982,000		5,981,705

Total short-term U.S. government and agency obligations (cost $635,371,119)			$	635,383,368

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures – COMEX, expires September 2011		207	$	36,051,120	$	848,525

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive			Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver		07/07/11	$	(8,932,500	)	$	(312,825,083	)	$	4,863,523
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver		07/07/11		(27,553,000	)		(964,933,613	)		10,759,137

									$	15,622,660

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

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

See accompanying notes to financial statements.

-42-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	57,651		$	24,355		$	104,548		$	39,267

Expenses
Management fee		1,142,997			129,704			1,483,259			297,094
Brokerage commissions		1,656			1,235			2,287			1,892

Total expenses		1,144,653			130,939			1,485,546			298,986

Net investment income (loss)		(1,087,002	)		(106,584	)		(1,380,998	)		(259,719	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		1,933,700			(447,210	)		210,504			(63,750	)
Forward agreements		27,010,732			(19,007,793	)		(52,554,885	)		(22,117,438	)
Short-term U.S. government and agency obligations		1,253			130			2,521			3,217

Net realized gain (loss)		28,945,685			(19,454,873	)		(52,341,860	)		(22,177,971	)

Change in net unrealized appreciation/depreciation on
Futures contracts		1,138,020			173,585			1,367,945			(193,285	)
Forward agreements		24,618,761			4,889,197			25,633,005			(835,316	)
Short-term U.S. government and agency obligations		7,090			2,701			8,846			7,791

Change in net unrealized appreciation/depreciation		25,763,871			5,065,483			27,009,796			(1,020,810	)

Net realized and unrealized gain (loss)		54,709,556			(14,389,390	)		(25,332,064	)		(23,198,781	)

Net income (loss)	$	53,622,554		$	(14,495,974	)	$	(26,713,062	)	$	(23,458,500	)

Net income (loss) per weighted-average share (Note 1)	$	2.04		$	(37.76	)	$	(1.75	)	$	(60.79	)

Weighted-average shares outstanding (Note 1)		26,263,600			383,857			15,228,421			385,917

See accompanying notes to financial statements.

-43-

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	99,032,781

Addition of 45,687,500 shares (Note 1)		866,620,194
Redemption of 12,975,610 shares (Note 1)		(281,726,549	)

Net addition (redemption) of 32,711,890 shares (Note 1)		584,893,645


Net investment income (loss)		(1,380,998	)
Net realized gain (loss)		(52,341,860	)
Change in net unrealized appreciation/depreciation		27,009,796

Net income (loss)		(26,713,062	)


Shareholders’ equity, at June 30, 2011	$	657,213,364

See accompanying notes to financial statements.

-44-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	(26,713,062	)	$	(23,458,500	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for forward agreements		—			(100	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(3,000,232	)		224,903
Net sale (purchase) of short-term U.S. government and agency obligations		(530,055,018	)		19,196,388
Change in unrealized appreciation/depreciation on investments		(25,641,851	)		827,525
Increase (Decrease) in management fee payable		423,385			(11,843	)
Increase (Decrease) in payable on futures contracts		(227,423	)		64,385

Net cash provided by (used in) operating activities		(585,214,201	)		(3,157,242	)

Cash flow from financing activities
Proceeds from addition of shares		866,620,194			53,370,408
Payment on shares redeemed		(281,726,549	)		(39,461,634	)

Net cash provided by (used in) financing activities		584,893,645			13,908,774

Net increase (decrease) in cash		(320,556	)		10,751,532
Cash, beginning of period		3,514,285			78,312

Cash, end of period	$	3,193,729		$	10,829,844

See accompanying notes to financial statements.

-45-

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION

		00000000000		00000000000
	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	4,393	$	13,447
Short-term U.S. government and agency obligations (Note 3) (cost $8,954,717 and $7,373,910, respectively)		8,954,822		7,374,157
Unrealized appreciation on foreign currency forward contracts		109,012		348,179

Total assets		9,068,227		7,735,783

Liabilities and shareholders’ equity
Liabilities
Management fee payable		6,963		6,099

Total liabilities		6,963		6,099

Shareholders’ equity
Shareholders’ equity		9,061,264		7,729,684

Total liabilities and shareholders’ equity	$	9,068,227	$	7,735,783

Shares outstanding		300,014		300,014

Net asset value per share	$	30.20	$	25.76

Market value per share (Note 2)	$	30.16	$	25.86

See accompanying notes to financial statements.

-46-

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (99% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 07/07/11	$	121,000	$	121,000
0.060% due 07/14/11		680,000		679,998
0.058% due 07/21/11		575,000		574,994
0.053% due 07/28/11†		526,000		525,996
0.024% due 08/04/11†		1,879,000		1,878,974
0.015% due 08/11/11†		805,000		804,987
0.048% due 08/18/11		588,000		587,988
0.045% due 08/25/11		839,000		838,981
0.036% due 09/08/11		1,404,000		1,403,973
(0.014)% due 09/15/11		1,076,000		1,075,955
0.011% due 09/22/11		231,000		230,987
0.015% due 09/29/11		231,000		230,989

Total short-term U.S. government and agency obligations (cost $8,954,717)			$	8,954,822

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International		07/08/11		6,308,625		$	9,147,615		$	62,038
Euro with UBS AG		07/08/11		6,990,900			10,136,925			61,710

									$	123,748

Contracts to Sell
Euro with Goldman Sachs International		07/08/11		(248,800	)	$	(360,764	)	$	(4,571	)
Euro with UBS AG		07/08/11		(551,400	)		(799,540	)		(10,165	)

									$	(14,736	)

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

-47-

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	1,431		$	4,342		$	3,842		$	5,822

Expenses
Management fee		21,134			30,631			40,060			49,931

Total expenses		21,134			30,631			40,060			49,931

Net investment income (loss)		(19,703	)		(26,289	)		(36,218	)		(44,109	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		688,719			(2,103,157	)		1,607,088			(2,945,250	)
Short-term U.S. government and agency obligations		19			(46	)		19			389

Net realized gain (loss)		688,738			(2,103,203	)		1,607,107			(2,944,861	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(272,940	)		88,388			(239,167	)		47,260
Short-term U.S. government and agency obligations		(162	)		451			(142	)		800

Change in net unrealized appreciation/depreciation		(273,102	)		88,839			(239,309	)		48,060

Net realized and unrealized gain (loss)		415,636			(2,014,364	)		1,367,798			(2,896,801	)

Net income (loss)	$	395,933		$	(2,040,653	)	$	1,331,580		$	(2,940,910	)

Net income (loss) per weighted-average share	$	1.32		$	(3.67	)	$	4.44		$	(6.90	)

Weighted-average shares outstanding		300,014			556,607			300,014			426,257

See accompanying notes to financial statements.

-48-

PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	7,729,684

Net investment income (loss)		(36,218	)
Net realized gain (loss)		1,607,107
Change in net unrealized appreciation/depreciation		(239,309	)

Net income (loss)		1,331,580


Shareholders’ equity, at June 30, 2011	$	9,061,264

See accompanying notes to financial statements.

-49-

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	1,331,580		$	(2,940,910	)
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		(1,580,807	)		939,465
Change in unrealized appreciation/depreciation on investments		239,309			(48,060	)
Increase (Decrease) in management fee payable		864			5,519

Net cash provided by (used in) operating activities		(9,054	)		(2,043,986	)

Cash flow from financing activities
Proceeds from addition of shares		—			20,023,154
Payment on shares redeemed		—			(8,285,059	)

Net cash provided by (used in) financing activities		—			11,738,095

Net increase (decrease) in cash		(9,054	)		9,694,109
Cash, beginning of period		13,447			79,160

Cash, end of period	$	4,393		$	9,773,269

See accompanying notes to financial statements.

-50-

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	322,049	$	251,588
Short-term U.S. government and agency obligations (Note 3) (cost $634,949,814 and $471,813,434, respectively)		634,959,570		471,829,446
Receivable from capital shares sold		10,050,072		—

Total assets		645,331,691		472,081,034

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		4,109,402
Management fee payable		435,362		364,560
Unrealized depreciation on foreign currency forward contracts		12,569,162		23,194,077

Total liabilities		13,004,524		27,668,039

Shareholders’ equity
Shareholders’ equity		632,327,167		444,412,995

Total liabilities and shareholders’ equity	$	645,331,691	$	472,081,034

Shares outstanding		37,750,014		21,900,014

Net asset value per share	$	16.75	$	20.29

Market value per share (Note 2)	$	16.76	$	20.31

See accompanying notes to financial statements.

-51-

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (100% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 07/07/11	$	10,077,000	$	10,076,986
0.063% due 07/14/11†		67,831,000		67,830,776
0.058% due 07/21/11†		66,706,000		66,705,300
0.030% due 08/04/11		46,094,000		46,093,369
0.043% due 08/11/11†		4,880,000		4,879,919
0.041% due 08/18/11		30,250,000		30,249,410
0.044% due 08/25/11†		77,283,000		77,281,261
0.041% due 09/01/11		47,250,000		47,248,805
0.033% due 09/08/11		43,863,000		43,862,171
0.033% due 09/15/11		49,749,000		49,746,930
0.014% due 09/22/11		119,697,000		119,690,165
0.015% due 09/29/11		71,298,000		71,294,478

Total short-term U.S. government and agency obligations (cost $634,949,814)			$	634,959,570

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International		07/08/11		12,347,800		$	17,904,522		$	80,473
Euro with UBS AG		07/08/11		105,580,800			153,093,974			104,821

									$	185,294

Contracts to Sell
Euro with Goldman Sachs International		07/08/11		(438,423,925	)	$	(635,722,225	)	$	(5,908,019	)
Euro with UBS AG		07/08/11		(550,659,000	)		(798,465,012	)		(6,846,437	)

									$	(12,754,456	)

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

-52-

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	74,406		$	194,264		$	218,767		$	233,219

Expenses
Management fee		1,086,768			1,008,849			2,120,677			1,489,971

Total expenses		1,086,768			1,008,849			2,120,677			1,489,971

Net investment income (loss)		(1,012,362	)		(814,585	)		(1,901,910	)		(1,256,752	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(39,284,937	)		74,527,067			(101,433,972	)		88,468,274
Short-term U.S. government and agency obligations		1,790			14,181			3,197			25,334

Net realized gain (loss)		(39,283,147	)		74,541,248			(101,430,775	)		88,493,608

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		6,451,205			(2,026,475	)		10,624,915			3,678,219
Short-term U.S. government and agency obligations		(3,006	)		38,706			(6,256	)		46,315

Change in net unrealized appreciation/depreciation		6,448,199			(1,987,769	)		10,618,659			3,724,534

Net realized and unrealized gain (loss)		(32,834,948	)		72,553,479			(90,812,116	)		92,218,142

Net income (loss)	$	(33,847,310	)	$	71,738,894		$	(92,714,026	)	$	90,961,390

Net income (loss) per weighted-average share	$	(1.27	)	$	3.97		$	(3.74	)	$	6.42

Weighted-average shares outstanding		26,676,388			18,089,025			24,766,312			14,170,732

See accompanying notes to financial statements.

-53-

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	444,412,995

Addition of 20,050,000 shares		359,835,135
Redemption of 4,200,000 shares		(79,206,937	)

Net addition (redemption) of 15,850,000 shares		280,628,198


Net investment income (loss)		(1,901,910	)
Net realized gain (loss)		(101,430,775	)
Change in net unrealized appreciation/depreciation		10,618,659

Net income (loss)		(92,714,026	)


Shareholders’ equity, at June 30, 2011	$	632,327,167

See accompanying notes to financial statements.

-54-

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	(92,714,026	)	$	90,961,390
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		(163,136,380	)		(335,398,197	)
Change in unrealized appreciation/depreciation on investments		(10,618,659	)		(3,724,534	)
Increase (Decrease) in management fee payable		70,802			334,722

Net cash provided by (used in) operating activities		(266,398,263	)		(247,826,619	)

Cash flow from financing activities
Proceeds from addition of shares		349,785,063			376,461,742
Payment on shares redeemed		(83,316,339	)		(117,270,815	)

Net cash provided by (used in) financing activities		266,468,724			259,190,927

Net increase (decrease) in cash		70,461			11,364,308
Cash, beginning of period		251,588			76,035

Cash, end of period	$	322,049		$	11,440,343

See accompanying notes to financial statements.

-55-

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	2,536	$	10,637
Short-term U.S. government and agency obligations (Note 3) (cost $3,358,901 and $4,733,572, respectively)		3,358,922		4,733,703
Unrealized appreciation on foreign currency forward contracts		18,137		283,503

Total assets		3,379,595		5,027,843

Liabilities and shareholders’ equity
Liabilities
Management fee payable		2,643		3,603

Total liabilities		2,643		3,603

Shareholders’ equity
Shareholders’ equity		3,376,952		5,024,240

Total liabilities and shareholders’ equity	$	3,379,595	$	5,027,843

Shares outstanding		100,014		150,014

Net asset value per share	$	33.76	$	33.49

Market value per share (Note 2)	$	33.78	$	33.29

See accompanying notes to financial statements.

-56-

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (99% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 07/07/11	$	584,000	$	583,999
0.065% due 07/14/11		270,000		269,999
0.030% due 08/04/11		339,000		338,995
0.015% due 08/11/11†		358,000		357,994
0.048% due 08/18/11		226,000		225,996
0.036% due 09/08/11		499,000		498,990
0.005% due 09/15/11		509,000		508,979
0.011% due 09/22/11		287,000		286,984
0.015% due 09/29/11		287,000		286,986

Total short-term U.S. government and agency obligations (cost $3,358,901)			$	3,358,922

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International		07/08/11		324,120,000		$	4,025,945		$	12,384
Yen with UBS AG		07/08/11		234,410,000			2,911,643			6,359

									$	18,743

Contracts to Sell
Yen with Goldman Sachs International		07/08/11		(4,300,000	)	$	(53,411	)	$	(180	)
Yen with UBS AG		07/08/11		(10,490,000	)		(130,298	)		(426	)

									$	(606	)

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

-57-

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	470		$	1,633		$	1,495		$	2,546

Expenses
Management fee		7,813			9,418			15,917			19,069

Total expenses		7,813			9,418			15,917			19,069

Net investment income (loss)		(7,343	)		(7,785	)		(14,422	)		(16,523	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		70,451			(102,356	)		226,180			(198,293	)
Short-term U.S. government and agency obligations		25			—			19			(69	)

Net realized gain (loss)		70,476			(102,356	)		226,199			(198,362	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		137,043			535,869			(265,366	)		585,212
Short-term U.S. government and agency obligations		(45	)		114			(110	)		491

Change in net unrealized appreciation/depreciation		136,998			535,983			(265,476	)		585,703

Net realized and unrealized gain (loss)		207,474			433,627			(39,277	)		387,341

Net income (loss)	$	200,131		$	425,842		$	(53,699	)	$	370,818

Net income (loss) per weighted-average share	$	2.00		$	2.84		$	(0.52	)	$	2.47

Weighted-average shares outstanding		100,014			150,014			103,053			150,014

See accompanying notes to financial statements.

-58-

PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	5,024,240

Redemption of 50,000 shares		(1,593,589	)


Net investment income (loss)		(14,422	)
Net realized gain (loss)		226,199
Change in net unrealized appreciation/depreciation		(265,476	)

Net income (loss)		(53,699	)


Shareholders’ equity, at June 30, 2011	$	3,376,952

See accompanying notes to financial statements.

-59-

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	(53,699	)	$	370,818
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		1,374,671			956,807
Change in unrealized appreciation/depreciation on investments		265,476			(585,703	)
Increase (Decrease) in management fee payable		(960	)		(222	)

Net cash provided by (used in) operating activities		1,585,488			741,700

Cash flow from financing activities
Payment on shares redeemed		(1,593,589	)		—

Net increase (decrease) in cash		(8,101	)		741,700
Cash, beginning of period		10,637			85,344

Cash, end of period	$	2,536		$	827,044

See accompanying notes to financial statements.

-60-

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION

		000000000000000		000000000000000
	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	183,946	$	120,494
Short-term U.S. government and agency obligations (Note 3) (cost $365,745,911 and $223,865,319, respectively)		365,754,641		223,873,131

Total assets		365,938,587		223,993,625

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		6,810,570		—
Management fee payable		283,420		170,158
Unrealized depreciation on foreign currency forward contracts		2,426,952		16,137,654

Total liabilities		9,520,942		16,307,812

Shareholders’ equity
Shareholders’ equity		356,417,645		207,685,813

Total liabilities and shareholders’ equity	$	365,938,587	$	223,993,625

Shares outstanding		23,550,014		13,250,014

Net asset value per share	$	15.13	$	15.67

Market value per share (Note 2)	$	15.13	$	15.67

See accompanying notes to financial statements.

-61-

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (103% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 07/07/11	$	40,206,000	$	40,205,944
0.064% due 07/14/11		29,162,000		29,161,904
0.058% due 07/21/11†		22,436,000		22,435,764
0.041% due 07/28/11		48,298,000		48,297,652
0.026% due 08/04/11†		39,612,000		39,611,457
0.043% due 08/11/11		8,340,000		8,339,862
0.048% due 08/18/11		16,716,000		16,715,674
0.044% due 08/25/11		107,231,000		107,228,587
0.055% due 09/01/11†		4,663,000		4,662,882
0.035% due 09/08/11		4,724,000		4,723,911
0.017% due 09/15/11		31,497,000		31,495,690
0.011% due 09/22/11		6,438,000		6,437,632
0.015% due 09/29/11		6,438,000		6,437,682

Total short-term U.S. government and agency obligations (cost $365,745,911)			$	365,754,641

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International		07/08/11		2,235,880,000		$	27,772,213		$	4,982
Yen with UBS AG		07/08/11		6,524,880,000			81,046,549			(151,473	)

									$	(146,491	)


Contracts to Sell
Yen with Goldman Sachs International		07/08/11		(31,837,740,000	)	$	(395,461,518	)	$	(1,211,905	)
Yen with UBS AG		07/08/11		(34,312,880,000	)		(426,205,617	)		(1,068,556	)

									$	(2,280,461	)

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

^	The positions and counterparties herein are as of June 30, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

-62-

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	63,492		$	69,595		$	152,103		$	86,129

Expenses
Management fee		852,848			364,439			1,527,901			598,770

Total expenses		852,848			364,439			1,527,901			598,770

Net investment income (loss)		(789,356	)		(294,844	)		(1,375,798	)		(512,641	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(4,069,778	)		(432,430	)		(21,728,019	)		298,913
Short-term U.S. government and agency obligations		2,795			1,343			2,809			4,937

Net realized gain (loss)		(4,066,983	)		(431,087	)		(21,725,210	)		303,850

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(19,654,614	)		(17,979,091	)		13,710,702			(14,757,081	)
Short-term U.S. government and agency obligations		(7,799	)		10,624			918			14,528

Change in net unrealized appreciation/depreciation		(19,662,413	)		(17,968,467	)		13,711,620			(14,742,553	)

Net realized and unrealized gain (loss)		(23,729,396	)		(18,399,554	)		(8,013,590	)		(14,438,703	)

Net income (loss)	$	(24,518,752	)	$	(18,694,398	)	$	(9,389,388	)	$	(14,951,344	)

Net income (loss) per weighted-average share	$	(1.06	)	$	(2.50	)	$	(0.46	)	$	(2.40	)

Weighted-average shares outstanding		23,112,651			7,474,190			20,600,566			6,221,285

See accompanying notes to financial statements.

-63-

PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	207,685,813

Addition of 19,600,000 shares		302,417,904
Redemption of 9,300,000 shares		(144,296,684	)

Net addition (redemption) of 10,300,000 shares		158,121,220


Net investment income (loss)		(1,375,798	)
Net realized gain (loss)		(21,725,210	)
Change in net unrealized appreciation/depreciation		13,711,620

Net income (loss)		(9,389,388	)


Shareholders’ equity, at June 30, 2011	$	356,417,645

See accompanying notes to financial statements.

-64-

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	(9,389,388	)	$	(14,951,344	)
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		(141,880,592	)		(84,636,341	)
Change in unrealized appreciation/depreciation on investments		(13,711,620	)		14,742,553
Increase (Decrease) in management fee payable		113,262			70,394

Net cash provided by (used in) operating activities		(164,868,338	)		(84,774,738	)

Cash flow from financing activities
Proceeds from addition of shares		302,417,904			112,049,212
Payment on shares redeemed		(137,486,114	)		(19,252,977	)

Net cash provided by (used in) financing activities		164,931,790			92,796,235

Net increase (decrease) in cash		63,452			8,021,497
Cash, beginning of period		120,494			75,424

Cash, end of period	$	183,946		$	8,096,921

See accompanying notes to financial statements.

-65-

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF*

STATEMENT OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)
Assets
Cash	$	400
Offering costs (Note 5)		28,764

Total assets		29,164

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		28,764

Total liabilities		28,764

Shareholders’ equity
Shareholders’ equity	$	400

Total liabilities and shareholders’ equity	$	29,164

*	See Note 1.

See accompanying notes to financial statements.

-66-

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

		000000000000000		000000000000000
	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	2,495,908	$	400
Short-term U.S. government and agency obligations (Note 3) (cost $47,043,900 and $0, respectively)		47,044,543		—
Receivable from capital shares sold		6,820,250		—
Offering costs (Note 5)		100,870		198,998

Total assets		56,461,571		199,398

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		7,956,958		—
Payable on open futures contracts		1,865,964		—
Management fee payable		36,288		—
Payable for offering costs		—		198,998

Total liabilities		9,859,210		198,998

Shareholders’ equity
Shareholders’ equity		46,602,361		400

Total liabilities and shareholders’ equity	$	56,461,571	$	199,398

Shares outstanding		1,025,005		5

Net asset value per share	$	45.47	$	80.00

Market value per share (Note 2)	$	45.68	$	80.00

See accompanying notes to financial statements.

-67-

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (101% of shareholders’ equity)
U.S. Treasury Bills:
0.005% due 07/07/11	$	81,000	$	81,000
0.056% due 07/14/11†		5,517,000		5,516,982
0.058% due 07/21/11		7,000		7,000
0.006% due 07/28/11		1,162,000		1,161,992
0.017% due 08/04/11		2,082,000		2,081,971
0.030% due 08/11/11		1,275,000		1,274,979
0.044% due 08/18/11		6,376,000		6,375,876
0.042% due 08/25/11†		5,910,000		5,909,867
0.026% due 09/01/11		2,596,000		2,595,934
0.031% due 09/15/11		9,924,000		9,923,587
0.011% due 09/22/11		6,058,000		6,057,654
0.015% due 09/29/11		6,058,000		6,057,701

Total short-term U.S. government and agency obligations (cost $47,043,900)			$	47,044,543

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires July 2011		1,280	$	22,656,000	$	(2,057,850	)
VIX Futures - CBOE, expires August 2011		1,278		23,962,500		(2,394,810	)

					$	(4,452,660	)

†	All or partial amount segregated as collateral for futures contracts.

See accompanying notes to financial statements.

-68-

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011

(unaudited)


	Three months ended June 30, 2011			Six months ended June 30, 2011
Investment Income
Interest	$	6,917		$	9,937

Expenses
Management fee		57,326			36,288
Offering costs		49,886			98,128

Total expenses		107,212			134,416

Net investment income (loss)		(100,295	)		(124,479	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(12,442,150	)		(12,793,640	)
Short-term U.S. government and agency obligations		1,496			1,500

Net realized gain (loss)		(12,440,654	)		(12,792,140	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(1,970,450	)		(4,452,660	)
Short-term U.S. government and agency obligations		(244	)		643

Change in net unrealized appreciation/depreciation		(1,970,694	)		(4,452,017	)

Net realized and unrealized gain (loss)		(14,411,348	)		(17,244,157	)

Net income (loss)	$	(14,511,643	)	$	(17,368,636	)

Net income (loss) per weighted-average share	$	(15.00	)	$	(29.45	)

Weighted-average shares outstanding		967,587			589,752

See accompanying notes to financial statements.

-69-

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	400

Addition of 2,125,000 shares		122,846,234
Redemption of 1,100,000 shares		(58,875,637	)

Net addition (redemption) of 1,025,000 shares		63,970,597


Net investment income (loss)		(124,479	)
Net realized gain (loss)		(12,792,140	)
Change in net unrealized appreciation/depreciation		(4,452,017	)

Net income (loss)		(17,368,636	)


Shareholders’ equity, at June 30, 2011	$	46,602,361

See accompanying notes to financial statements.

-70-

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(unaudited)


	Six months ended June 30, 2011
Cash flow from operating activities
Net income (loss)	$	(17,368,636	)
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		(47,043,900	)
Change in unrealized appreciation/depreciation on investments		(643	)
Amortization of offering cost		98,128
Increase (Decrease) in management fee payable		36,288
Increase (Decrease) in payable on futures contracts		1,865,964
Increase (Decrease) in payable for offering costs		(198,998	)

Net cash provided by (used in) operating activities		(62,611,797	)

Cash flow from financing activities
Proceeds from addition of shares		116,025,984
Payment on shares redeemed		(50,918,679	)

Net cash provided by (used in) financing activities		65,107,305

Net increase (decrease) in cash		2,495,508
Cash, beginning of period		400

Cash, end of period	$	2,495,908

See accompanying notes to financial statements.

-71-

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF*

STATEMENT OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)
Assets
Cash	$	400
Offering costs (Note 5)		28,764

Total assets		29,164

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		28,764

Total liabilities		28,764

Shareholders’ equity
Shareholders’ equity	$	400

Total liabilities and shareholders’ equity	$	29,164

*	See Note 1.

See accompanying notes to financial statements.

-72-

PROSHARES ULTRASHORT VIX SHORT-TERM FUTURES ETF*

STATEMENT OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)
Assets
Cash	$	400
Offering costs (Note 5)		18,478

Total assets		18,878

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		18,478

Total liabilities		18,478

Shareholders’ equity
Shareholders’ equity	$	400

Total liabilities and shareholders’ equity	$	18,878

*	See Note 1.

See accompanying notes to financial statements.

-73-

PROSHARES ULTRA VIX MID-TERM FUTURES ETF*

STATEMENT OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)
Assets
Cash	$	400
Offering costs (Note 5)		18,478

Total assets		18,878

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		18,478

Total liabilities		18,478

Shareholders’ equity
Shareholders’ equity	$	400

Total liabilities and shareholders’ equity	$	18,878

*	See Note 1.

See accompanying notes to financial statements.

-74-

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	707,277	$	400
Short-term U.S. government and agency obligations (Note 3) (cost $13,411,564 and $0, respectively)		13,411,641		—
Offering costs (Note 5)		63,044		124,374
Limitation by Sponsor		26,552		—

Total assets		14,208,514		124,774

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		312,783		—
Payable for offering costs		—		124,374

Total liabilities		312,783		124,374

Shareholders’ equity
Shareholders’ equity		13,895,731		400

Total liabilities and shareholders’ equity	$	14,208,514	$	124,774

Shares outstanding		225,005		5

Net asset value per share	$	61.76	$	80.00

Market value per share (Note 2)	$	61.78	$	80.00

See accompanying notes to financial statements.

-75-

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2011

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (97% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 07/07/11	$	147,000	$	147,000
0.065% due 07/14/11†		3,240,000		3,239,989
0.058% due 07/21/11		2,116,000		2,115,978
0.021% due 08/04/11		957,000		956,987
0.055% due 08/11/11		154,000		153,997
0.048% due 08/18/11		865,000		864,983
0.045% due 08/25/11		564,000		563,987
0.026% due 09/01/11		317,000		316,992
0.035% due 09/08/11		285,000		284,995
0.043% due 09/15/11		313,000		312,987
0.011% due 09/22/11		4,454,000		4,453,746

Total short-term U.S. government and agency obligations (cost $13,411,564)			$	13,411,641

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures – CBOE, expires October 2011		101	$	2,222,000	$	(80,600	)
VIX Futures – CBOE, expires November 2011		203		4,577,650		(132,750	)
VIX Futures – CBOE, expires December 2011		204		4,630,800		(136,210	)
VIX Futures – CBOE, expires January 2012		101		2,454,300		(64,590	)

					$	(414,150	)

†	All or partial amount segregated as collateral for futures contracts.

See accompanying notes to financial statements.

-76-

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011

(unaudited)


	Three months ended June 30, 2011			Six months ended June 30, 2011
Investment Income
Interest	$	1,738		$	3,015

Expenses
Offering costs		31,179			61,330
Limitation by Sponsor		(8,987	)		(26,552	)

Total expenses		22,192			34,778

Net investment income (loss)		(20,454	)		(31,763	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(1,172,550	)		(1,860,800	)
Short-term U.S. government and agency obligations		139			198

Net realized gain (loss)		(1,172,411	)		(1,860,602	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(331,020	)		(414,150	)
Short-term U.S. government and agency obligations		(272	)		77

Change in net unrealized appreciation/depreciation		(331,292	)		(414,073	)

Net realized and unrealized gain (loss)		(1,503,703	)		(2,274,675	)

Net income (loss)	$	(1,524,157	)	$	(2,306,438	)

Net income (loss) per weighted-average share	$	(9.43	)	$	(18.43	)

Weighted-average shares outstanding		161,543			125,145

See accompanying notes to financial statements.

-77-

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	400

Addition of 475,000 shares		32,434,524
Redemption of 250,000 shares		(16,232,755	)

Net addition (redemption) of 225,000 shares		16,201,769


Net investment income (loss)		(31,763	)
Net realized gain (loss)		(1,860,602	)
Change in net unrealized appreciation/depreciation		(414,073	)

Net income (loss)		(2,306,438	)


Shareholders’ equity, at June 30, 2011	$	13,895,731

See accompanying notes to financial statements.

-78-

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011

(unaudited)


	Six months ended June 30, 2011
Cash flow from operating activities
Net income (loss)	$	(2,306,438	)
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		(13,411,564	)
Change in unrealized appreciation/depreciation on investments		(77	)
Decrease (Increase) in Limitation by Sponsor		(26,552	)
Amortization of offering cost		61,330
Increase (Decrease) in payable on futures contracts		312,783
Increase (Decrease) in payable for offering costs		(124,374	)

Net cash provided by (used in) operating activities		(15,494,892	)

Cash flow from financing activities
Proceeds from addition of shares		32,434,524
Payment on shares redeemed		(16,232,755	)

Net cash provided by (used in) financing activities		16,201,769

Net increase (decrease) in cash		706,877
Cash, beginning of period		400

Cash, end of period	$	707,277

See accompanying notes to financial statements.

-79-

PROSHARES SHORT VIX MID-TERM FUTURES ETF

STATEMENT OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)
Assets
Cash	$	400
Offering costs (Note 5)		18,478

Total assets		18,878

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		18,478

Total liabilities		18,478

Shareholders’ equity
Shareholders’ equity	$	400

Total liabilities and shareholders’ equity	$	18,878

*	See Note 1.

See accompanying notes to financial statements.

-80-

PROSHARES ULTRASHORT VIX MID-TERM FUTURES ETF

STATEMENT OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)
Assets
Cash	$	400
Offering costs (Note 5)		18,478

Total assets		18,878

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		18,478

Total liabilities		18,478

Shareholders’ equity
Shareholders’ equity	$	400

Total liabilities and shareholders’ equity	$	18,878

*	See Note 1.

See accompanying notes to financial statements.

-81-

PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION


	June 30, 2011 (unaudited)		December 31, 2010
Assets
Cash	$	15,962,424	$	13,024,692
Segregated cash balances with brokers for futures contracts		49,212,847		18,624,601
Short-term U.S. government and agency obligations (Note 3)
(cost $3,551,072,044 and $2,036,391,604, respectively)		3,551,139,995		2,036,464,179
Unrealized appreciation on swap agreements		9,151,926		7,405,394
Unrealized appreciation on forward agreements		20,031,600		54,916,155
Unrealized appreciation on foreign currency forward contracts		127,149		631,682
Receivable from capital shares sold		54,664,169		—
Receivable on open futures contracts		1,978,268		3,487,401
Offering costs (Note 5)		390,116		323,372
Limitation by Sponsor		26,552		—

Total assets		3,702,685,046		2,134,877,476

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		14,767,528		46,689,878
Payable on open futures contracts		2,178,747		1,462,367
Management fee payable		2,698,091		1,633,355
Payable for offering costs		226,202		323,372
Unrealized depreciation on swap agreements		11,493,185		4,275,758
Unrealized depreciation on forward agreements		44,330,592		13,001,736
Unrealized depreciation on foreign currency forward contracts		14,996,114		39,331,731

Total liabilities		90,690,459		106,718,197

Shareholders’ equity
Shareholders’ equity		3,611,994,587		2,028,159,279

Total liabilities and shareholders’ equity	$	3,702,685,046	$	2,134,877,476

Shares outstanding		125,463,489		55,764,998

See accompanying notes to financial statements.

-82-

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Three months ended June 30, 2011			Three months ended June 30, 2010			Six months ended June 30, 2011			Six months ended June 30, 2010
Investment Income
Interest	$	509,254		$	652,503		$	1,227,378		$	869,339

Expenses
Management fee		7,805,134			3,632,101			13,299,907			6,324,313
Brokerage commissions		48,369			71,822			98,253			116,830
Offering costs		81,065			—			159,458			—
Limitation by Sponsor		(8,987	)		—			(26,552	)		—

Total expenses		7,925,581			3,703,923			13,531,066			6,441,143

Net investment income (loss)		(7,416,327	)		(3,051,420	)		(12,303,688	)		(5,571,804	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		11,806,302			(4,703,057	)		31,019,677			13,918,891
Swap agreements		(1,544,607	)		(30,848,997	)		51,475,669			4,125,809
Forward agreements		(156,751,649	)		39,649,691			33,167,638			25,340,360
Foreign currency forward contracts		(42,595,545	)		71,889,124			(121,328,723	)		85,623,644
Short-term U.S. government and agency obligations		65,478			26,545			75,375			104,490

Net realized gain (loss)		(189,020,021	)		76,013,306			(5,590,364	)		129,113,194

Change in net unrealized appreciation/depreciation on
Futures contracts		(34,125,970	)		(6,549,375	)		(17,093,140	)		(10,768,300	)
Swap agreements		1,792,727			19,373,248			(5,470,895	)		(141,576	)
Forward agreements		(85,589,791	)		(14,204,851	)		(66,213,411	)		(1,729,543	)
Foreign currency forward contracts		(13,339,306	)		(19,381,309	)		23,831,084			(10,446,390	)
Short-term U.S. government and agency obligations		(45,475	)		100,707			(4,624	)		168,802

Change in net unrealized appreciation/depreciation		(131,307,815	)		(20,661,580	)		(64,950,986	)		(22,917,007	)

Net realized and unrealized gain (loss)		(320,327,836	)		55,351,726			(70,541,350	)		106,196,187

Net income (loss)	$	(327,744,163	)	$	52,300,306		$	(82,845,038	)	$	100,624,383

See accompanying notes to financial statements.

-83-

PROSHARES TRUST II

COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED

JUNE 30, 2011

(unaudited)


Shareholders’ equity, at December 31, 2010	$	2,028,159,279

Addition of 120,372,500 shares		3,673,128,916
Redemption of 50,674,009 shares		(2,006,448,570	)

Net addition (redemption) of 69,698,491 shares		1,666,680,346


Net investment income (loss)		(12,303,688	)
Net realized gain (loss)		(5,590,364	)
Change in net unrealized appreciation/depreciation		(64,950,986	)

Net income (loss)		(82,845,038	)


Shareholders’ equity, at June 30, 2011	$	3,611,994,587

See accompanying notes to financial statements.

-84-

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2011 AND 2010

(unaudited)


	Six months ended June 30, 2011			Six months ended June 30, 2010
Cash flow from operating activities
Net income (loss)	$	(82,845,038	)	$	100,624,383
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for swap agreements		—			(321,300	)
Decrease (Increase) in segregated cash balances for forward agreements		—			(747,400	)
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(30,588,246	)		(5,234,346	)
Net sale (purchase) of short-term U.S. government and agency obligations		(1,514,680,440	)		(520,085,485	)
Change in unrealized appreciation/depreciation on investments		47,857,846			12,148,707
Decrease (Increase) in receivable on futures contracts		1,509,133			1,050,512
Decrease (Increase) in offering costs		(226,202	)		—
Decrease (Increase) in Limitation by Sponsor		(26,552	)		—
Amortization of offering cost		159,458			—
Increase (Decrease) in management fee payable		1,064,736			550,262
Increase (Decrease) in payable on futures contracts		716,380			(1,206,684	)
Increase (Decrease) in payable for offering costs		(97,170	)		—

Net cash provided by (used in) operating activities		(1,577,156,095	)		(413,221,351	)

Cash flow from financing activities
Proceeds from addition of shares		3,618,464,747			1,690,982,113
Payment on shares redeemed		(2,038,370,920	)		(1,166,687,302	)

Net cash provided by (used in) financing activities		1,580,093,827			524,294,811

Net increase (decrease) in cash		2,937,732			111,073,460
Cash, beginning of period		13,024,692			967,043

Cash, end of period	$	15,962,424		$	112,040,503

See accompanying notes to financial statements.

-85-

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

(unaudited)

NOTE 1 – ORGANIZATION

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 (each, a “Fund” and collectively, the “Funds”). The following fourteen series of the Trust, ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS 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 “Leveraged Fund” and collectively, the “Leveraged Funds”), ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “VIX Fund” and collectively, the “VIX Funds”) issue common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Leveraged or VIX Fund. The Shares of each Leveraged and VIX Fund are listed on the New York Stock Exchange Archipelago (“NYSE Arca”). The Trust has also registered shares for ten additional series: ProShares Short DJ-UBS Natural Gas and ProShares Short Gold (each, a “Short Fund” and collectively, the “Short Funds”), ProShares Ultra DJ-UBS Natural Gas, ProShares UltraShort DJ-UBS Natural Gas (each, a “New Natural Gas Fund” and collectively, the “New Natural Gas Funds”), ProShares Ultra VIX Short-Term Futures ETF, ProShares Short VIX Short-Term Futures ETF, ProShares UltraShort VIX Short-Term Futures ETF, ProShares Ultra VIX Mid-Term Futures ETF, ProShares Short VIX Mid-Term Futures ETF and ProShares UltraShort VIX Mid-Term Futures ETF (each, a “New VIX Fund” and collectively, the “New VIX Funds”). The Short Funds, the New Natural Gas Funds and the New VIX Funds are collectively referred to herein as the “New Funds”. As of June 30, 2011, each of the Short Funds had seed capital of $200, but neither of the Short Funds had commenced investment operations, and each of the New Natural Gas Funds and the New VIX Funds had seed capital of $400, but none of the New Natural Gas Funds or the New VIX Funds had commenced investment operations; therefore, these Financial Statements do not include Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity or Statements of Cash Flows for the New Funds. The Short Funds and the New Natural Gas Funds, together with the Leveraged Funds, are referred to as the “Geared Funds” in these Notes to Financial Statements. The Trust had no operations prior to November 24, 2008 other than matters relating to its organization, the registration of each series under the Securities Act of 1933, as amended, and the sale and issuance to ProShare Capital Management LLC (the “Sponsor”) of fourteen Shares of each Leveraged Fund at an aggregate purchase price of $350 in each of the Leveraged 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 trading on the NYSE Arca on November 25, 2008. Four of the Funds, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver and ProShares UltraShort Silver, commenced trading on the NYSE Arca on December 3, 2008. The VIX Funds commenced trading on the NYSE Arca on January 3, 2011.

Groups of Funds are collectively referred to in several different ways. References to “Ultra Funds,” “Short Funds” or “UltraShort Funds” 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. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

Each “Ultra” Fund seeks daily investment results (before fees and expenses) that correspond to twice (2x) the daily performance of its corresponding benchmark. Each “Short” Fund seeks daily investment results (before fees and expenses) that correspond to the inverse (-1x) of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results (before fees and expenses) that correspond to twice the

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inverse (-2x) of the daily performance of its corresponding benchmark. Daily performance is measured from the calculation of one NAV to the next. Each of the Geared Funds generally invests or will invest 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, including futures contracts and options on futures contracts, swap agreements, forward contracts and other commodity-based or currency-based options contracts) as a substitute for investing directly in a commodity or currency in order to gain exposure to the commodity index, commodity or currency. The Financial Instruments in which ProShares Short DJ-UBS Natural Gas will invest are limited to futures contracts. Financial Instruments also are used to produce economically “leveraged” or “inverse” investment results for the Funds. Each “VIX” Fund seeks daily investment results (before fees and expenses) that match the performance of a benchmark. Each VIX Fund intends to obtain exposure to its benchmark by investing in futures contracts (“VIX futures contracts”) based on the Chicago Board Options Exchange (“CBOE”) Volatility Index (the “VIX”).

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than one day because mathematical compounding prevents the Geared Funds from achieving such results. Accordingly, results over periods of time greater than one day should not be expected to be a simple multiple (e.g., 2x or -2x) of the period return of the corresponding benchmark and will likely differ significantly. The VIX Funds seek to achieve their stated investment objective both over a single day and over time.

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 that is an index designed to track the performance of commodity futures contracts, as applicable and as listed below. 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.

Renaming of Indexes and Funds

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

The following indexes were renamed:


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

The following Funds were renamed:

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

Reverse Splits

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

Prior to the opening of trading on the NYSE Arca on February 25, 2011, ProShares UltraShort DJ-UBS Commodity and ProShares UltraShort DJ-UBS Crude Oil executed a 1-for-5 reverse split of shares and ProShares UltraShort Silver and ProShares Ultra DJ-UBS Crude Oil executed a 1-for-4 reverse split of shares. The funds traded at their

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post-split prices on February 25, 2011. The ticker symbols for the funds did not change, and they continue to trade on the NYSE Arca.

The reverse splits were applied retroactively for all periods presented, reducing the number of shares outstanding for each of the ProShares UltraShort Gold Fund, ProShares UltraShort Silver Fund, ProShares UltraShort DJ-UBS Commodity Fund, ProShares Ultra DJ-UBS Crude Oil Fund and ProShares UltraShort DJ-UBS Crude Oil Fund, and resulted in a proportionate increase in the price per share and per share information of each of the ProShares UltraShort Gold Fund, ProShares UltraShort Silver Fund, ProShares UltraShort DJ-UBS Commodity Fund, ProShares Ultra DJ-UBS Crude Oil Fund and ProShares UltraShort DJ-UBS Crude Oil Fund. Therefore, the reverse splits did not change the aggregate net asset value of a shareholder’s investment at the time of the split.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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

The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s and the Funds’ financial statements included in the Trust’s Annual Report on Form 10-K for the period ended December 31, 2010, as filed with the SEC on March 1, 2011.

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.

Basis of Presentation

Pursuant to rules and regulations of the SEC, audited financial statements are presented for the Trust as a whole, as the SEC registrant, and for each Fund individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable only against the assets of such Fund and not against the assets of the Trust generally or any other Fund. Accordingly, the assets of one Fund of the Trust include only those funds and other assets that are paid to, held by or distributed to the Trust for the purchase of Units in that Fund.

Statement of Cash Flows

The cash amount shown in the Statements of Cash Flows is the amount reported as cash in the Statement of Financial Condition dated June 30, 2011, and represents non-segregated cash with the custodian and does not include short-term investments.

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Final Net Asset Value for Fiscal Period

The times of the calculation of the Leveraged Funds’ and the VIX Funds’ final net asset value for creation and redemption of fund shares for the period ended June 30, 2011 were as follows. All times are Eastern Standard Time:


	NAV Calculation Time		NAV Calculation Date
Ultra Silver, UltraShort Silver		7:00 A.M.		June 30
Ultra Gold, UltraShort Gold		10:00 A.M.		June 30
Ultra DJ-UBS Commodity, UltraShort DJ-UBS Commodity		2:30 P.M.		June 30
Ultra DJ-UBS Crude Oil, UltraShort DJ-UBS Crude Oil		2:30 P.M.		June 30
Ultra Euro, UltraShort Euro		4:00 P.M.		June 30
Ultra Yen, UltraShort Yen		4:00 P.M.		June 30
VIX Short-Term Futures ETF, VIX Mid-Term Futures ETF		4:15 P.M.		June 30

Although the Leveraged Funds’ and VIX 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 and six months ended June 30, 2011.

Market value per share is determined at the close of the NYSE Arca and may be later than when the Funds’ NAV per share is calculated.

For financial reporting purposes, the Leveraged Funds and VIX Funds value transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements differ from those used in the calculation of some Leveraged Funds’ and VIX Funds’ final creation/redemption NAV for the three and six months ended June 30, 2011.

Investment Valuation

Short-term investments are valued at market price. Treasury securities having a maturity of greater than sixty days are valued at market price. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

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. These valuations are typically categorized as Level 1 in the fair value hierarchy. 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. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level 2 or Level 3 in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment. While the Leveraged Funds’ and VIX Funds’ policy is intended to result in a calculation of a Leveraged Fund and VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, the Leveraged Fund and VIX 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 Leveraged Fund and VIX 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

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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.

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 is determined based on the lowest input level that is significant to the fair value measurement in its entirety.

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

The following table summarizes the valuation of investments at June 30, 2011 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
	Short-Term U.S. Government and Agencies		Futures Contracts			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
Ultra DJ-UBS Commodity	$	18,514,669	$	—		$	—		$	—		$	(1,813,382	)	$	16,701,287
UltraShort DJ-UBS Commodity		27,261,465		—			—			—			2,252,534			29,513,999
Ultra DJ-UBS Crude Oil		382,583,422		(8,560,860	)		—			—			(9,679,803	)		364,342,759
UltraShort DJ-UBS Crude Oil		123,614,651		2,287,900			—			—			6,899,392			132,801,943
Ultra Gold		296,053,835		(216,870	)		(14,680,169	)		—			—			281,156,796
UltraShort Gold		90,494,051		80,660			4,408,940			—			—			94,983,651
Ultra Silver		903,750,395		(1,087,315	)		(29,650,423	)		—			—			873,012,657
UltraShort Silver		635,383,368		848,525			15,622,660			—			—			651,854,553
Ultra Euro		8,954,822		—			—			109,012			—			9,063,834
UltraShort Euro		634,959,570		—			—			(12,569,162	)		—			622,390,408
Ultra Yen		3,358,922		—			—			18,137			—			3,377,059
UltraShort Yen		365,754,641		—			—			(2,426,952	)		—			363,327,689
VIX Short-Term Futures ETF		47,044,543		(4,452,660	)		—			—			—			42,591,883
VIX Mid-Term Futures ETF		13,411,641		(414,150	)		—			—			—			12,997,491

Total Trust	$	3,551,139,995	$	(11,514,770	)	$	(24,298,992	)	$	(14,868,965	)	$	(2,341,259	)	$	3,498,116,009

At June 30, 2011, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

At June 30, 2011, 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.

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The following table summarizes the valuation of investments at December 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			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
Ultra DJ-UBS Commodity	$	16,426,651	$	—		$	—		$	—		$	1,755,750		$	18,182,401
UltraShort DJ-UBS Commodity		1,594,842		—			—			—			(164,150	)		1,430,692
Ultra DJ-UBS Crude Oil		244,394,920		5,412,760			—			—			5,649,644			255,457,324
UltraShort DJ-UBS Crude Oil		135,637,192		(2,384,420	)		—			—			(4,111,608	)		129,141,164
Ultra Gold		249,250,657		305,980			8,724,587			—			—			258,281,224
UltraShort Gold		80,114,447		(292,750	)		(2,991,391	)		—			—			76,830,306
Ultra Silver		495,915,529		3,056,220			46,191,568			—			—			545,163,317
UltraShort Silver		105,319,504		(519,420	)		(10,010,345	)		—			—			94,789,739
Ultra Euro		7,374,157		—			—			348,179			—			7,722,336
UltraShort Euro		471,829,446		—			—			(23,194,077	)		—			448,635,369
Ultra Yen		4,733,703		—			—			283,503			—			5,017,206
UltraShort Yen		223,873,131		—			—			(16,137,654	)		—			207,735,477

Total Trust	$	2,036,464,179	$	5,578,370		$	41,914,419		$	(38,700,049	)	$	3,129,636		$	2,048,386,555

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

At December 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 Geared 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. The effects of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short-term fixed-income or similar securities would also be borne by the Funds. Brokerage commissions on futures contracts are recognized on a half-turn basis. For the period ended June 30, 2011, the Sponsor paid and is currently paying brokerage commissions on futures contracts for the VIX Funds by reimbursing the VIX Funds monthly for the brokerage commissions paid.

Federal Income Tax

Each Fund is registered as a series of a Delaware statutory trust and is or will be treated as a partnership for U.S. federal income tax purposes. Accordingly, no Fund expects to incur U.S. federal income tax liability; rather, each

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beneficial owner of a Fund’s Shares is or will be 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 collateral 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 returns consistent with a Fund’s objective.

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

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

Futures Contracts

The Funds enter into futures contracts to gain exposure to changes in the value of an underlying index or 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, if applicable, 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, or by cash settlement at expiration of contract.

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. The VIX Funds maintain collateral at the broker in the form of U.S. Treasury securities. These securities are restricted as to their use and are denoted as such on the Schedules of Investments. Pursuant to the futures contract, each Fund generally 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

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recorded by each Fund as unrealized gains or losses. Each Fund will realize a gain or loss upon closing of a futures transaction.

Futures contracts involve, to varying degrees, elements of market risk (specifically commodity price risk or equity market volatility 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 index 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

Certain of the Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) commodities, or to create an economic hedge against a position. Swap agreements are two-party contracts entered into primarily with institutional investors for a specified period, ranging from a day to more than one year. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. In the case of futures contracts based indices, such as those used by the Commodity Index Funds, the reference interest rate is zero. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of 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 that 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, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at June 30, 2011 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, as applicable, collateralize swap agreements by segregating or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated tri-party 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 withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. 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 reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of June 30, 2011, the collateral posted by counterparties consisted of U.S. Treasury securities.

Forward Contracts

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

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

Forward contracts are, in general, not cleared or guaranteed by a third party. The Funds may collateralize forward commodity contracts by segregating or designating cash and/or certain securities as indicated on their Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated tri-party 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 withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. 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 reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

-94-

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. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings.

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 that is a party to a forward contract is monitored by the Sponsor.

-95-

Fair Value of Derivative Instruments

as of June 30, 2011

Asset Derivatives

Liability Derivatives

Derivatives not

accounted for as hedging
instruments

Statements of
Financial
Condition
Location

Fund

Unrealized
Appreciation

Statements of
Financial
Condition
Location

Fund

Unrealized
Depreciation

Commodities Contracts

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

ProShares UltraShort
DJ-UBS Commodity

2,252,534

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

ProShares Ultra DJ-
UBS Commodity

1,813,382

ProShares UltraShort
DJ-UBS Crude Oil

9,187,292

ProShares Ultra DJ-
UBS Crude Oil

18,240,663

ProShares UltraShort
Gold

4,489,600

ProShares Ultra Gold

14,897,039

ProShares UltraShort
Silver

16,471,185

ProShares Ultra Silver

30,737,738

Foreign Exchange Contracts

Unrealized
appreciation
on foreign
currency
forward
contracts

ProShares Ultra
Euro

123,748

Unrealized
depreciation
on foreign
currency
forward
contracts

ProShares Ultra Euro

14,736

ProShares UltraShort
Euro

185,294

ProShares UltraShort
Euro

12,754,456

ProShares Ultra Yen

18,743

ProShares Ultra Yen

606

ProShares UltraShort
Yen

4,982

ProShares UltraShort
Yen

2,431,934

VIX Futures Contracts

Receivables
on open
futures
contracts

Payable on
open
futures
contracts

ProShares VIX Short-
Term Futures ETF

4,452,660

ProShares VIX Mid-
Term Futures ETF

414,150

Total Trust

32,733,378

Total Trust

85,757,364

*	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.

-96-

Fair Value of Derivative Instruments

as of December 31, 2010

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for as hedging
instruments

Statements of
Financial
Condition
Location

Fund

Unrealized
Appreciation

Statements of
Financial
Condition
Location

Fund

Unrealized
Depreciation

Commodities Contracts

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

ProShares Ultra DJ-UBS Commodity

1,755,750

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

ProShares UltraShort DJ-UBS Commodity

164,150

ProShares Ultra DJ-UBS Crude Oil

11,062,404

ProShares UltraShort DJ-UBS Crude Oil

6,496,028

ProShares Ultra Gold

9,030,567

ProShares UltraShort Gold

3,284,141

ProShares Ultra Silver

49,247,788

ProShares UltraShort Silver

10,529,765

Foreign Exchange Contracts

Unrealized appreciation on foreign currency forward contracts

ProShares Ultra Euro

353,487

Unrealized depreciation on foreign currency forward contracts

ProShares Ultra Euro

5,308

ProShares UltraShort Euro

930,978

ProShares UltraShort Euro

24,125,055

ProShares Ultra Yen

292,768

ProShares Ultra Yen

9,265

ProShares UltraShort Yen

1,856,768

ProShares UltraShort Yen

17,994,422

Total Trust

74,530,510

Total Trust

62,608,134

*	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.

-97-

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended June 30, 2011


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	(1,213,954	)	$	(2,137,478	)
		ProShares UltraShort DJ-UBS Commodity		(5,131,689	)		2,333,550
		ProShares Ultra DJ-UBS Crude Oil		(7,846,532	)		(34,173,327	)
		ProShares UltraShort DJ-UBS Crude Oil		31,529,105			12,901,862
		ProShares Ultra Gold		42,611,361			(22,454,529	)
		ProShares UltraShort Gold		(15,435,937	)		7,092,648
		ProShares Ultra Silver		(206,332,040	)		(104,941,071	)
		ProShares UltraShort Silver		28,944,432			25,756,781

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/changes in unrealized appreciation/ depreciation on foreign currency forward contracts	ProShares Ultra Euro		688,719			(272,940	)
		ProShares UltraShort Euro		(39,284,937	)		6,451,205
		ProShares Ultra Yen		70,451			137,043
		ProShares UltraShort Yen		(4,069,778	)		(19,654,614	)

VIX Futures Contracts	Net realized gain (loss) on futures contracts/changes in unrealized appreciation/ depreciation on futures contracts	ProShares VIX Short-Term Futures ETF		(12,442,150	)		(1,970,450	)
		ProShares VIX Mid-Term Futures ETF		(1,172,550	)		(331,020	)

		Total Trust	$	(189,085,499	)	$	(131,262,340	)

-98-

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended June 30, 2010


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation/ Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	(2,396,285	)	$	1,020,246
		ProShares UltraShort DJ-UBS Commodity		688,684			(548,694	)
		ProShares Ultra DJ-UBS Crude Oil		(57,213,763	)		8,667,709
		ProShares UltraShort DJ-UBS Crude Oil		22,000,486			4,424,497
		ProShares Ultra Gold		46,276,817			(7,953,438	)
		ProShares UltraShort Gold		(18,692,827	)		2,687,038
		ProShares Ultra Silver		32,889,528			(14,741,118	)
		ProShares UltraShort Silver		(19,455,003	)		5,062,782

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

		Total Trust	$	75,986,761		$	(20,762,287	)

-99-

The Effect of Derivative Instruments on the Statements of Operations

For the six months ended June 30, 2011


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	1,990,167		$	(3,569,132	)
		ProShares UltraShort DJ-UBS Commodity		(5,516,002	)		2,416,684
		ProShares Ultra DJ-UBS Crude Oil		74,337,895			(29,303,067	)
		ProShares UltraShort DJ-UBS Crude Oil		17,593,876			15,683,320
		ProShares Ultra Gold		50,632,772			(23,927,606	)
		ProShares UltraShort Gold		(23,389,324	)		7,773,741
		ProShares Ultra Silver		67,012,421			(79,985,526	)
		ProShares UltraShort Silver		(52,344,381	)		27,000,950

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/changes in unrealized appreciation/ depreciation on foreign currency forward contracts	ProShares Ultra Euro		1,607,088			(239,167	)
		ProShares UltraShort Euro		(101,433,972	)		10,624,915
		ProShares Ultra Yen		226,180			(265,366	)
		ProShares UltraShort Yen		(21,728,019	)		13,710,702

VIX Futures Contracts	Net realized gain (loss) on futures contracts/changes in unrealized appreciation/ depreciation on futures contracts	ProShares VIX Short-Term Futures ETF		(12,793,640	)		(4,452,660	)
		ProShares VIX Mid-Term Futures ETF		(1,860,800	)		(414,150	)

		Total Trust	$	(5,665,739	)	$	(64,946,362	)

-100-

The Effect of Derivative Instruments on the Statements of Operations

For the six months ended June 30, 2010


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation/ Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	(2,738,144	)	$	(636,568	)
		ProShares UltraShort DJ-UBS Commodity		551,420			(220,929	)
		ProShares Ultra DJ-UBS Crude Oil		(4,192,126	)		(14,044,512	)
		ProShares UltraShort DJ-UBS Crude Oil		23,584,698			3,247,683
		ProShares Ultra Gold		43,712,935			(204,535	)
		ProShares UltraShort Gold		(20,403,714	)		(442,488	)
		ProShares Ultra Silver		25,051,179			690,531
		ProShares UltraShort Silver		(22,181,188	)		(1,028,601	)

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

		Total Trust	$	129,008,704		$	(23,085,809	)

-101-

NOTE 4 – AGREEMENTS

Management Fee

Each Geared Fund pays or will pay the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95% per annum of its average daily NAV of such Fund. In the first year of the Leveraged Funds’ operations, the Sponsor did not charge its fee in an amount equal to the organization and offering costs. The Sponsor reimbursed each Leveraged Fund, if applicable, to the extent that its offering costs exceeded 0.95% of its average daily NAV of each Fund for the first year of operations. Each VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.85% per annum of its average daily NAV. The Sponsor will not charge its fee in the first year of operation of each New Fund (as defined below) in an amount equal to the offering costs. The Sponsor has agreed to reimburse each New Fund to the extent that its offering costs exceed the Management Fee for the first year of operations. The Management Fee is or will be paid in consideration of the Sponsor’s services as commodity pool operator and commodity trading advisor, and for managing the business and affairs of the Geared Funds and the VIX Funds. From the Management Fee, the Sponsor pays or will pay the fees and expenses of the Administrator, Custodian, Distributor, Transfer Agent and the licensors for the Commodity Index Funds (Dow Jones & Company, Inc. and UBS Securities LLC, together, “DJ-UBS”), the routine operational, administrative and other ordinary expenses of each Fund, and 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 a Fund and Financial Industry Regulatory Authority (“FINRA”) filing fees. For the period ended June 30, 2011, the Sponsor paid and is currently paying brokerage commissions on futures contracts for the VIX Funds. Each Leveraged Fund and VIX Fund incurs and pays, and each Short Fund will incur and pay, its non-recurring and unusual fees and expenses.

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 or will be 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 or will be paid on behalf of the Funds by the Sponsor.

The Distributor

SEI Investments Distribution Co. (“SEI”), serves as Distributor of the Funds 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.

-102-

Routine Operational, Administrative and Other Ordinary Expenses

The Sponsor pays or will pay all of the routine operational, administrative and other ordinary expenses of each Fund 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.

Non-Recurring Fees and Expenses

Each Leveraged Fund and VIX Fund pays and each Short Fund will pay all non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring fees and expenses are fees and expenses such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds. 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 charge its fee in the first year of operation of each Leveraged Fund in an amount equal to the organization and offering fees. The Sponsor reimbursed each Leveraged Fund if its organization and offering costs exceeded 0.95% of its average daily NAV for the first year of operations.

Offering costs on the VIX Funds and the New Funds will be amortized over a twelve month period on a straight-line basis. The Sponsor will not charge its fee in the first year of operation of each VIX and Short Fund in an amount equal to the offering fees. The Sponsor has agreed to reimburse each VIX and Short Fund to the extent that its offering costs exceed 0.85% and 0.95%, respectively, of its average daily NAV for the first year of operations. At June 30, 2011, amounts payable for offering costs are reflected in the Statement of Financial Condition for each VIX and Short Fund.

NOTE 6 – CREATION AND REDEMPTION OF CREATION UNITS

Each Leveraged Fund and VIX Fund issues and redeems Shares and each Short Fund will issue and redeem 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 Geared Fund and 25,000 Shares of a VIX Fund. Creation Units may be created or redeemed only by Authorized Participants. As a result of the reverse share splits as described in Note 1, certain redemptions as disclosed in the Statements of Changes in Shareholders’ Equity reflect payment of fractional share balances on beneficial shareholder accounts.

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

The manner by which Creation Units are purchased or redeemed is dictated by the terms of the Authorized Participant Agreement and Authorized Participant Handbook. By placing a purchase order, an Authorized Participant agrees to: (1) deposit cash with BBH&Co., the custodian of the Funds (the “Custodian”); and (2) if permitted by the Sponsor in its sole discretion with respect to a VIX Fund, enter into or arrange for an exchange of futures contract for related position (“EFCRP”) or block trade with the VIX Fund whereby the Authorized Participant would also transfer to such Fund a number and type of exchange-traded VIX futures contracts at or near the closing settlement price for such contracts on the purchase order date.

-103-

Authorized Participants, generally, 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. The fixed transaction fee for the VIX Funds is currently being paid for by the Sponsor. Authorized Participants may be required to pay a variable transaction fee of up to 0.10% of the value of the Creation Unit that is purchased or redeemed. The current variable transaction fee is 0.022% for the Commodity and Commodity Index Funds. There is currently no variable transaction fee for the Currency and VIX Funds. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market. Currently there are no additional fees being charged for related EFCRP or block trade transactions.

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


Fund	Three Months Ended June 30, 2011		Six Months Ended June 30, 2011
Ultra DJ-UBS Commodity	$	358	$	755
UltraShort DJ-UBS Commodity		29,880		30,200
Ultra DJ-UBS Crude Oil		113,396		311,649
UltraShort DJ-UBS Crude Oil		84,973		135,226
Ultra Gold		7,903		12,822
UltraShort Gold		5,124		16,602
Ultra Silver		148,780		247,685
UltraShort Silver		202,237		248,427
Ultra Euro		—		—
UltraShort Euro		—		—
Ultra Yen		—		—
UltraShort Yen		—		—
VIX Short-Term Futures ETF		—		—
VIX Mid-Term Futures ETF		—		—

Total Trust	$	592,651	$	1,003,366

-104-

NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended June 30, 2011:

Ultra ProShares

For the Three Months Ended June 30, 2011 (unaudited)


Per Share Operating Performance	Ultra DJ- UBS Commodity			Ultra DJ- UBS Crude Oil			Ultra Gold			Ultra Silver			Ultra Euro			Ultra Yen
Net asset value, at March 31, 2011	$	39.4570		$	57.1100		$	71.6461		$	227.3274		$	28.8831		$	31.7638

Net investment income (loss)		(0.0821	)		(0.1146	)		(0.1718	)		(0.4856	)		(0.0657	)		(0.0734	)
Net realized and unrealized gain (loss)		(5.9853	)		(14.3521	)		5.9954			(58.8558	)		1.3854			2.0744
Change in net asset value from operations		(6.0674	)		(14.4667	)		5.8236			(59.3414	)		1.3197			2.0010
Net asset value, at June 30, 2011	$	33.3896		$	42.6433		$	77.4697		$	167.9860		$	30.2028		$	33.7648

Market value per share, at March 31, 2011†	$	39.67		$	56.99		$	71.13		$	225.09		$	28.90		$	31.77
Market value per share, at June 30, 2011†	$	33.38		$	42.18		$	76.78		$	164.93		$	30.16		$	33.78

Total Return, at net asset value^		(15.4	)%		(25.3	)%		8.1	%		(26.1	)%		4.6	%		6.3	%
Total Return, at market value^		(15.9	)%		(26.0	)%		7.9	%		(26.7	)%		4.4	%		6.3	%

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)		(0.88	)%		(0.93	)%		(0.88	)%		(0.89	)%		(0.89	)%		(0.89	)%

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2011.

**	Percentages are annualized.

-105-

UltraShort ProShares

For the Three Months Ended June 30, 2011 (unaudited)


Per Share Operating Performance	UltraShort DJ- UBS Commodity			UltraShort DJ- UBS Crude Oil			UltraShort Gold			UltraShort Silver			UltraShort Euro			UltraShort Yen
Net asset value, at March 31, 2011	$	42.6800		$	41.2095		$	26.6741		$	23.0776		$	17.8435		$	16.2663

Net investment income (loss)		(0.1048	)		(0.0981	)		(0.0536	)		(0.0414	)		(0.0379	)		(0.0342	)
Net realized and unrealized gain (loss)#		5.7788			7.1691			(2.6787	)		(4.3624	)		(1.0552	)		(1.0976	)
Change in net asset value from operations		5.6740			7.0710			(2.7323	)		(4.4038	)		(1.0931	)		(1.1318	)
Net asset value, at June 30, 2011	$	48.3540		$	48.2805		$	23.9418		$	18.6738		$	16.7504		$	15.1345

Market value per share, at March 31, 2011†	$	42.99		$	41.30		$	26.85		$	23.33		$	17.85		$	16.27
Market value per share, at June 30, 2011†	$	48.67		$	48.80		$	24.14		$	18.99		$	16.76		$	15.13

Total Return, at net asset value^		13.3	%		17.2	%		(10.2	)%		(19.1	)%		(6.1	)%		(7.0	)%
Total Return, at market value^		13.2	%		18.2	%		(10.1	)%		(18.6	)%		(6.1	)%		(7.0	)%

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)		(0.92	)%		(0.93	)%		(0.89	)%		(0.90	)%		(0.88	)%		(0.88	)%

#	The amount shown for a share outstanding throughout the period may 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.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2011.

**	Percentages are annualized.

-106-

VIX ProShares

For the Three Months Ended June 30, 2011 (unaudited)


Per Share Operating Performance	VIX Short- Term Futures ETF			VIX Mid- Term Futures ETF
Net asset value, at March 31, 2011	$	64.0693		$	67.3930

Net investment income (loss)		(0.1037	)		(0.1266	)
Net realized and unrealized gain (loss)		(18.5001	)		(5.5090	)
Change in net asset value from operations		(18.6038	)		(5.6356	)
Net asset value, at June 30, 2011	$	45.4655		$	61.7574

Market value per share, at March 31, 2011†	$	63.75		$	67.38
Market value per share, at June 30, 2011†	$	45.68		$	61.78

Total Return, at net asset value^		(29.0	)%		(8.4	)%
Total Return, at market value^		(28.3	)%		(8.3	)%

Ratios to Average Net Assets**

Expense ratio		(0.85	)%		(0.85	)%
Expense ratio, excluding brokerage commissions		(0.85	)%		(0.85	)%
Net investment income (loss)		(0.80	)%		(0.78	)%

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2011.

**	Percentages are annualized.

-107-

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

Ultra ProShares

For the Three Months Ended June 30, 2010 (unaudited)


Per Share Operating Performance	Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil*			Ultra Gold			Ultra Silver			Ultra Euro			Ultra Yen
Net asset value, at March 31, 2010	$	25.0306		$	52.9615		$	45.5836		$	58.0458		$	26.6928		$	25.7725

Net investment income (loss)		(0.0438	)		(0.0888	)		(0.1019	)		(0.1193	)		(0.0472	)		(0.0519	)
Net realized and unrealized gain (loss)		(2.6147	)		(14.3519	)		10.3379			5.6087			(4.8740	)		2.8906
Change in net asset value from operations		(2.6585	)		(14.4407	)		10.2360			5.4894			(4.9212	)		2.8387
Net asset value, at June 30, 2010	$	22.3721		$	38.5208		$	55.8196		$	63.5352		$	21.7716		$	28.6112

Market value per share, at March 31, 2010†	$	25.04		$	52.24		$	45.38		$	57.77		$	26.74		$	25.81
Market value per share, at June 30, 2010†	$	22.16		$	38.12		$	55.83		$	62.67		$	21.76		$	28.65

Total Return, at net asset value^		(10.6	)%		(27.3	)%		22.5	%		9.5	%		(18.4	)%		11.0	%
Total Return, at market value^		(11.5	)%		(27.0	)%		23.0	%		8.5	%		(18.6	)%		11.0	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.01	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.73	)%		(0.86	)%		(0.79	)%		(0.77	)%		(0.82	)%		(0.79	)%

*	See Note 1 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

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

**	Percentages are annualized.

-108-

UltraShort ProShares

For the Three Months Ended June 30, 2010 (unaudited)


Per Share Operating Performance	UltraShort DJ- UBS Commodity*			UltraShort DJ- UBS Crude Oil*			UltraShort Gold*			UltraShort Silver*			UltraShort Euro			UltraShort Yen
Net asset value, at March 31, 2010	$	78.6254		$	60.5149		$	48.3567		$	162.6529		$	20.7907		$	21.3981

Net investment income (loss)		(0.1675	)		(0.1370	)		(0.0822	)		(0.2777	)		(0.0450	)		(0.0394	)
Net realized and unrealized gain (loss)		6.0771			15.1013			(10.3277	)		(34.3149	)		4.2448			(2.4843	)
Change in net asset value from operations		5.9096			14.9643			(10.4099	)		(34.5926	)		4.1998			(2.5237	)
Net asset value, at June 30, 2010	$	84.5350		$	75.4792		$	37.9468		$	128.0603		$	24.9905		$	18.8744

Market value per share, at March 31, 2010†	$	78.33		$	61.35		$	48.55		$	163.20		$	20.80		$	21.44
Market value per share, at June 30, 2010†	$	85.05		$	76.20		$	37.95		$	129.84		$	25.01		$	18.84

Total Return, at net asset value^		7.5	%		24.7	%		(21.5	)%		(21.3	)%		20.2	%		(11.8	)%
Total Return, at market value^		8.6	%		24.2	%		(21.8	)%		(20.4	)%		20.2	%		(12.1	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.03	)%		(0.95	)%		(0.96	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.82	)%		(0.86	)%		(0.79	)%		(0.78	)%		(0.77	)%		(0.77	)%

*	See Note 1 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

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

**	Percentages are annualized.

-109-

Selected data for a Share outstanding throughout the six months ended June 30, 2011:

Ultra ProShares

For the Six Months Ended June 30, 2011 (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, 2010	$	36.3723		$	50.0017		$	69.2163		$	156.2862		$	25.7644		$	33.4918

Net investment income (loss)		(0.1572	)		(0.2178	)		(0.3083	)		(0.8482	)		(0.1207	)		(0.1399	)
Net realized and unrealized gain (loss)#		(2.8255	)		(7.1406	)		8.5617			12.5480			4.5591			0.4129
Change in net asset value from operations		(2.9827	)		(7.3584	)		8.2534			11.6998			4.4384			0.2730
Net asset value, at June 30, 2011	$	33.3896		$	42.6433		$	77.4697		$	167.9860		$	30.2028		$	33.7648

Market value per share, at December 31, 2010†	$	36.27		$	49.98		$	70.72		$	158.59		$	25.86		$	33.29
Market value per share, at June 30, 2011†	$	33.38		$	42.18		$	76.78		$	164.93		$	30.16		$	33.78

Total Return, at net asset value^		(8.2	)%		(14.7	)%		11.9	%		7.5	%		17.2	%		0.8	%
Total Return, at market value^		(8.0	)%		(15.6	)%		8.6	%		4.0	%		16.6	%		1.5	%

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)		(0.86	)%		(0.90	)%		(0.86	)%		(0.87	)%		(0.86	)%		(0.86	)%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may 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.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2011.

**	Percentages are annualized.

-110-

UltraShort ProShares

For the Six Months Ended June 30, 2011 (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, 2010	$	47.9976		$	50.8516		$	28.3706		$	39.8927		$	20.2928		$	15.6744

Net investment income (loss)		(0.2072	)		(0.2032	)		(0.1127	)		(0.0907	)		(0.0768	)		(0.0668	)
Net realized and unrealized gain (loss)#		0.5636			(2.3679	)		(4.3161	)		(21.1282	)		(3.4656	)		(0.4731	)
Change in net asset value from operations		0.3564			(2.5711	)		(4.4288	)		(21.2189	)		(3.5424	)		(0.5399	)
Net asset value, at June 30, 2011	$	48.3540		$	48.2805		$	23.9418		$	18.6738		$	16.7504		$	15.1345

Market value per share, at December 31, 2010†	$	48.30		$	50.85		$	27.80		$	39.28		$	20.31		$	15.67
Market value per share, at June 30, 2011†	$	48.67		$	48.80		$	24.14		$	18.99		$	16.76		$	15.13

Total Return, at net asset value^		0.7	%		(5.1	)%		(15.6	)%		(53.2	)%		(17.5	)%		(3.4	)%
Total Return, at market value^		0.8	%		(4.0	)%		(13.2	)%		(51.7	)%		(17.5	)%		(3.4	)%

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)		(0.92	)%		(0.91	)%		(0.86	)%		(0.88	)%		(0.85	)%		(0.86	)%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may 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.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2011.

**	Percentages are annualized.

-111-

VIX ProShares

For the Six Months Ended June 30, 2011 (unaudited)


	VIX Short-			VIX Mid-
	Term Futures			Term Futures
Per Share Operating Performance	ETF			ETF
Net asset value, at December 31, 2010	$	80.0000		$	80.0000

Net investment income (loss)		(0.2111	)		(0.2538	)
Net realized and unrealized gain (loss)		(34.3234	)		(17.9888	)
Change in net asset value from operations		(34.5345	)		(18.2426	)
Net asset value, at June 30, 2011	$	45.4655		$	61.7574

Market value per share, at December 31, 2010†	$	80.00		$	80.00
Market value per share, at June 30, 2011†	$	45.68		$	61.78

Total Return, at net asset value^		(43.2	)%		(22.8	)%
Total Return, at market value^		(42.9	)%		(22.8	)%

Ratios to Average Net Assets**

Expense ratio		(0.85	)%		(0.85	)%
Expense ratio, excluding brokerage commissions		(0.85	)%		(0.85	)%
Net investment income (loss)		(0.79	)%		(0.78	)%

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2011.

**	Percentages are annualized.

-112-

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

Ultra ProShares

For the Six Months Ended June 30, 2010 (unaudited)


Per Share Operating Performance	Ultra DJ- UBS Commodity			Ultra DJ- UBS Crude Oil*			Ultra Gold			Ultra Silver			Ultra Euro			Ultra Yen
Net asset value, at December 31, 2009	$	28.2051		$	50.4982		$	44.0778		$	57.0257		$	30.1257		$	26.1393

Net investment income (loss)		(0.0961	)		(0.1928	)		(0.2012	)		(0.2361	)		(0.1035	)		(0.1101	)
Net realized and unrealized gain (loss)		(5.7369	)		(11.7846	)		11.9430			6.7456			(8.2506	)		2.5820
Change in net asset value from operations		(5.8330	)		(11.9774	)		11.7418			6.5095			(8.3541	)		2.4719
Net asset value, at June 30, 2010	$	22.3721		$	38.5208		$	55.8196		$	63.5352		$	21.7716		$	28.6112

Market value per share, at December 31, 2009†	$	28.43		$	50.72		$	44.68		$	56.15		$	30.17		$	26.58
Market value per share, at June 30, 2010†	$	22.16		$	38.12		$	55.83		$	62.67		$	21.76		$	28.65

Total Return, at net asset value^		(20.7	)%		(23.7	)%		26.6	%		11.4	%		(27.7	)%		9.5	%
Total Return, at market value^		(22.1	)%		(24.8	)%		25.0	%		11.6	%		(27.9	)%		7.8	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.00	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.77	)%		(0.89	)%		(0.84	)%		(0.81	)%		(0.84	)%		(0.82	)%

*	See Note 1 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

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

**	Percentages are annualized.

-113-

UltraShort ProShares

For the Six Months Ended June 30, 2010 (unaudited)


Per Share Operating Performance	UltraShort DJ- UBS Commodity*			UltraShort DJ- UBS Crude Oil*			UltraShort Gold*			UltraShort Silver*			UltraShort Euro			UltraShort Yen
Net asset value, at December 31, 2009	$	73.1052		$	68.4432		$	52.4052		$	188.3683		$	18.6755		$	21.4246

Net investment income (loss)		(0.3317	)		(0.2897	)		(0.1886	)		(0.6730	)		(0.0887	)		(0.0824	)
Net realized and unrealized gain (loss)		11.7615			7.3257			(14.2698	)		(59.6350	)		6.4037			(2.4678	)
Change in net asset value from operations		11.4298			7.0360			(14.4584	)		(60.3080	)		6.3150			(2.5502	)
Net asset value, at June 30, 2010	$	84.5350		$	75.4792		$	37.9468		$	128.0603		$	24.9905		$	18.8744

Market value per share, at December 31, 2009†	$	73.23		$	68.25		$	51.75		$	191.60		$	18.70		$	21.30
Market value per share, at June 30, 2010†	$	85.05		$	76.20		$	37.95		$	129.84		$	25.01		$	18.84

Total Return, at net asset value^		15.6	%		10.3	%		(27.6	)%		(32.0	)%		33.8	%		(11.9	)%
Total Return, at market value^		16.1	%		11.6	%		(26.7	)%		(32.2	)%		33.7	%		(11.5	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(1.01	)%		(0.96	)%		(0.96	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.84	)%		(0.89	)%		(0.84	)%		(0.83	)%		(0.80	)%		(0.81	)%

*	See Note 1 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

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

**	Percentages are annualized.

-114-

NOTE 8 – RISK

Correlation and Compounding Risk

The Geared 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 inverse correlation (-1x) or multiple (2x or -2x) of the period return of the corresponding benchmark and will likely differ significantly. Geared Funds seek daily results as measured from the calculation of one NAV to the next. The VIX Funds seek to achieve their stated investment objective both over a single day and over time.

While the Funds expect to meet their investment objectives, several factors may affect their ability to do so. Among these factors are: (1) a Fund’s expenses, including fees, transaction costs and the cost of the investment techniques employed by that Fund (such as costs related to the purchase, sale and storage of the commodities or currencies and the cost of leverage, all of which may be embedded in financial instruments used by a Fund); (2) less than all of the commodities in the relevant benchmark index being held by a Commodity Index Fund or its weighting of investment exposure to such commodities being different from that of the relevant benchmark index; (3) an imperfect correlation between the performance of instruments held by a Fund, such as swaps, futures contracts and/or forward contracts, and the performance of the applicable underlying indices, commodities or currencies in the cash market; (4) bid-ask spreads; (5) holding instruments traded in a market that has become illiquid or disrupted; (6) a Fund’s share prices being rounded to the nearest cent; (7) changes to a benchmark index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions.

A number of factors may affect a Geared 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. Failure to achieve a high degree of correlation may prevent a Geared Fund from achieving its investment objective. A number of factors may adversely affect a Geared Fund’s correlation with its benchmark, including fees, expenses, transaction costs, costs and risks 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 Geared Fund may not have investment exposure to all of the commodities or currencies in its underlying benchmark index, or its weighting of investment exposure to such commodities or currencies may be different from that of the index. In addition, a Geared Fund may invest in commodities or currencies or Financial Instruments not included in the index underlying its benchmark. A Geared 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. Activities surrounding annual index reconstitutions and other index rebalancing or reconstitution events may hinder a Geared Fund’s ability to meet its daily investment objective on or around that day. Each Geared Fund seeks to rebalance its portfolio daily to keep leverage consistent with its daily investment objective.

Compounding affects all investments, but has a more significant impact on a Geared Fund. The Geared Funds are “geared” in the sense that they have investment objectives to match a multiple, the inverse or a multiple of the inverse of the performance of an index on a given day. These Funds are subject to all of the correlation risks described above. In addition, there is a special form of correlation risk that derives from such Funds’ having a single day investment objective in combination with the use of leverage, which is that for periods greater than one day, the effect of compounding may cause the performance of a Fund to be either greater than or less than the index performance (or the inverse of the index performance) times the stated multiple in the Fund objective, before accounting for fees and fund expenses. This effect can be even more significant in the case of the Leveraged Funds due to the use of leverage. The Geared Funds are designed to provide leveraged (e.g. 2x), inverse (e.g. -1x) or inverse leveraged (e.g. -2x) results on a daily basis (before fees and expenses). Investors should monitor their holdings consistent with their strategies, as frequently as daily.

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Counterparty Risk

A Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments entered into by the Fund. The Funds structure the agreements such that either party can terminate the contract without penalty prior to the termination date. A Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. 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 have sought to mitigate risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. The Funds typically enter into transactions with counterparties whose credit rating, at the time of the transaction, is 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

The Funds use investment techniques that may be considered aggressive, including the use of futures contracts, swap agreements and forward agreements. The Funds’ investment in Financial Instruments may involve a small investment relative to the amount of investment exposure assumed and may result in losses exceeding the amounts invested. Such instruments, particularly when used to create leverage, may expose the Funds to potentially dramatic changes (losses or gains) in the value of the instruments.

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.

“Contango” and “Backwardation” Risk

In Funds that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in August 2010 may specify an October 2010 expiration. For an Ultra Fund and a VIX Fund, as that contract nears expiration, it may be replaced by selling the October 2010 contract and purchasing the contract expiring in December 2010. This process is referred to as “rolling.” Rolling may have a positive or negative impact on performance. For example, historically, the prices of certain types of futures contracts have frequently been higher for contracts with shorter-term expirations than for contracts with longer-term expirations, which is referred to as “backwardation.” In these circumstances, absent other factors, the sale of the October 2010 contract would take place at a price that is higher than the price at which the December 2010 contract is purchased, thereby creating a gain in connection with rolling. While certain types of futures contracts have historically exhibited consistent periods of backwardation, backwardation will likely not exist in these markets at all times. The presence of contango (where prices of contracts are higher in the distant delivery months than in the nearer delivery months due to the costs of long-term storage of a physical commodity prior to delivery or other factors) in certain futures contracts at the time of rolling would be expected to adversely affect an Ultra Fund or a VIX Fund that invests in such futures and positively affect an UltraShort Fund or Short Fund that invests in such futures. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Short Funds and UltraShort Funds and positively affect the Ultra Funds and existing VIX Funds.

Since the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average maturity of the VIX Futures Index. Losses from exchanging a lower priced

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VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and the VIX Funds and, accordingly, decrease the return of the VIX Funds.

Gold and silver historically exhibit persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly. It is generally believed this is because the market needs to build inventories for most of the year in order to have enough storage to make it through a normal winter. Periods of backwardation are typically thought to be caused by demand shocks or supply shortages such as an unusually cold winter or a hurricane.

NOTE 9 – LEGAL PROCEEDINGS

The Trust and certain officers are defendants (along with several other parties) in a consolidated class action styled In re ProShares Trust Securities Litigation, Civ. No. 09-cv-6935, filed in the United States District Court for the Southern District of New York. The complaint, as amended, alleges that the defendants violated Sections 11 and 15 of the Securities Act of 1933 by including untrue statements of material fact and omitting material facts in the Registration Statement for one or more ProShares ETFs, allegedly failing to adequately disclose the Funds’ investment objectives and risks. The six Funds of the Trust named in the complaint are ProShares Ultra Silver, ProShares UltraShort Gold, ProShares Ultra Gold, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Crude Oil and ProShares UltraShort Silver. The Trust believes the complaint is without merit and that the anticipated outcome will not adversely impact the operation of the Trust or any of its Funds. Accordingly, no loss contingency has been recorded in the balance sheet and the amount of loss, if any, cannot be reasonably estimated at this time.

NOTE 10 – SUBSEQUENT EVENTS

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

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Item 2.

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

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

Introduction

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and currently organized into separate series (each, a “Fund” and collectively, the “Funds”). The following fourteen series of the Trust, ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS 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 “Leveraged Fund” and collectively, the “Leveraged Funds”), ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “VIX Fund” and collectively, the “VIX Funds”) issue common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Leveraged or VIX Fund. The Shares of each Leveraged and VIX Fund are listed on the New York Stock Exchange Archipelago (“NYSE Arca”). The Trust has also registered shares for ten additional series: ProShares Short DJ-UBS Natural Gas and ProShares Short Gold (each, a “Short Fund” and collectively, the “Short Funds”), ProShares Ultra DJ-UBS Natural Gas, ProShares UltraShort DJ-UBS Natural Gas (each, a “New Natural Gas Fund” and collectively, the “New Natural Gas Funds”), ProShares Ultra VIX Short-Term Futures ETF, ProShares Short VIX Short-Term Futures ETF, ProShares UltraShort VIX Short-Term Futures ETF, ProShares Ultra VIX Mid-Term Futures ETF, ProShares Short VIX Mid-Term Futures ETF and ProShares UltraShort VIX Mid-Term Futures ETF (each, a “New VIX Fund” and collectively, the “New VIX Funds”). The Short Funds, the New Natural Gas Funds and the New VIX Funds are collectively referred to herein as the “New Funds”. As of June 30, 2011, each of the Short Funds had seed capital of $200, but neither of the Short Funds had commenced investment operations, and each of the New Natural Gas Funds and the New VIX Funds had seed capital of $400, but none of the New Natural Gas Funds or the New VIX Funds had commenced investment operations; therefore, the Financial Statements in this Quarterly Report on Form 10-Q do not include Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity or Statements of Cash Flows for the New Funds. The Short Funds and the New Natural Gas Funds, together with the Leveraged Funds, are referred to as the “Geared Funds” in this Quarterly Report on Form 10-Q. 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 Leveraged Fund at an aggregate purchase price of $350 in each of the Funds.

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

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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 several different ways. References to “Ultra Funds,” “Short Funds” or “UltraShort Funds” 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. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

Each “Ultra” Fund seeks daily investment results (before fees and expenses) that correspond to twice (2x) the daily performance of its corresponding benchmark, as measured from the calculation of one NAV to the next. Each “Short” Fund will seek daily investment results (before fees and expenses) that correspond to the inverse (-1x) of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results (before fees and expenses) that correspond to twice the inverse (-2x) of the daily performance of its corresponding benchmark. Each of the Geared Funds generally invests or will invest 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, including futures contracts and options on futures contracts, swap agreements, forward contracts and other commodity-based or currency-based options contracts) as a substitute for investing directly in a commodity or currency in order to gain exposure to the commodity index, commodity or currency. The Financial Instruments in which ProShares Short DJ-UBS Natural Gas will invest are limited to futures contracts. Financial Instruments also are used to produce economically “leveraged” or “inverse” investment results for the Funds. Each “VIX Fund” seeks daily investment results (before fees and expenses) that match the performance of a benchmark. Each VIX Fund obtains exposure to its benchmark by investing in futures contracts (“VIX futures contracts”) based on the Chicago Board Options Exchange (“CBOE”) Volatility Index (the “VIX”).

Each Geared Fund seeks investment results for a single day only, not for longer periods. This is different from most exchange-traded funds and means that the return of such Fund for a period longer than a single trading day will be the result of each day’s returns compounded over the period, which will very likely differ from 2x, -1x or -2x of the return of the index to which such Fund is benchmarked for that period. In periods of higher market volatility, the volatility of the benchmark may be at least as important to a Geared Fund’s return for the period as the return of the benchmark. Geared Funds are riskier than similarly benchmarked exchange-traded funds that are not geared. Accordingly, these funds may not be suitable for all investors and should be used only by knowledgeable investors who understand the potential consequences of seeking daily inverse investment results. Shareholders should actively monitor their investments.

The VIX Funds seek to achieve their stated investment objective both over a single day and over time.

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.

Each Geared Fund continuously offers and redeems or will offer and redeem its Shares in blocks of 50,000 Shares and each VIX Fund continuously offers and redeems shares in blocks of 25,000 Shares (each such block a “Creation Unit”). Only Authorized Participants may purchase and redeem Shares from a Fund and then only in Creation Units. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement with 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 the 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.

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Liquidity and Capital Resources

In order to collateralize derivatives positions in indices, 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 each Fund’s trading in futures and forward contracts. The percentage that U.S. Treasury bills and other short-term fixed-income securities bear to the shareholders’ equity of each Fund varies from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the three-month and six-month periods ended June 30, 2011 and June 30, 2010, each of the Leveraged and VIX Funds earned interest income as follows:


Fund	Interest Income Three Months Ended June 30, 2011		Interest Income Three Months Ended June 30, 2010		Interest Income Six Months Ended June 30, 2011		Interest Income Six Months Ended June 30, 2010
ProShares Ultra DJ-UBS Commodity	$	3,412	$	6,549	$	9,271	$	11,318
ProShares UltraShort DJ-UBS Commodity		2,051		1,438		2,791		2,318
ProShares Ultra DJ-UBS Crude Oil		39,410		132,798		137,728		174,054
ProShares UltraShort DJ-UBS Crude Oil		25,984		33,056		62,434		55,494
ProShares Ultra Gold		46,720		77,349		118,504		102,169
ProShares UltraShort Gold		12,751		26,319		44,027		39,753
ProShares Ultra Silver		172,821		80,805		358,916		117,250
ProShares UltraShort Silver		57,651		24,355		104,548		39,267
ProShares Ultra Euro		1,431		4,342		3,842		5,822
ProShares UltraShort Euro		74,406		194,264		218,767		233,219
ProShares Ultra Yen		470		1,633		1,495		2,546
ProShares UltraShort Yen		63,492		69,595		152,103		86,129
ProShares VIX Short-Term Futures ETF		6,917		—		9,937		—
ProShares VIX Mid-Term Futures ETF		1,738		—		3,015		—

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.

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.

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

Results of Operations for the Three Months Ended June 30, 2011 Compared to the Three Months Ended June 30, 2010

NAV of ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	21,701,886		$	12,515,659
NAV end of period	$	16,695,263		$	12,304,949
Percentage change in NAV		(23.1	)%		(1.7	)%
Shares outstanding beginning of period		550,014			500,014
Shares outstanding end of period		500,014			550,014
Percentage change in shares outstanding		(9.1	)%		10.0	%
Shares created		—			150,000
Shares redeemed		50,000			100,000
Per share NAV beginning of period	$	39.46		$	25.03
Per share NAV end of period	$	33.39		$	22.37
Percentage change in per share NAV		(15.4	)%		(10.6	)%
Percentage change in benchmark		(6.7	)%		(4.9	)%
Benchmark annualized volatility		18.8	%		17.1	%

During the three months ended June 30, 2011, the decrease in the Fund’s NAV resulted in part from a decrease from 550,014 outstanding Shares at March 31, 2011 to 500,014 outstanding Shares at June 30, 2011. The decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. By comparison, during the three months ended June 30, 2010 the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. The decrease in the Fund’s NAV was offset by an increase from 500,014 outstanding Shares at March 31, 2010 to 550,014 outstanding Shares at June 30, 2010.

For the three months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV decrease of 15.4% for the period ended June 30, 2011 as compared to the decrease of 10.6% for the period ended June 30, 2010, was primarily due to a relatively higher depreciation in the value of the assets of the Fund during the three months ended June 30, 2011.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on April 29, 2011 at $41.87 per Share and reached its low for the period on June 27, 2011 at $32.21 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on April 15, 2010 at $26.76 per Share and reached its low for the period on June 4, 2010 at $21.14 per Share.

The benchmark’s decline of 6.7% for the three months ended June 30, 2011, as compared to the benchmark’s decline of 4.9% for the three months ended June 30, 2010, can be attributed to a relatively higher depreciation of the underlying components of the index, primarily Crude Oil, during the three months ended June 30, 2011.

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Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net loss was $3,396,636, resulting from a net investment loss of $45,024, inclusive of management fees of $48,436 (.95% of the Fund’s average daily net assets of $20,450,194, a net realized loss of $1,213,831 and a change in net unrealized appreciation/depreciation of $(2,137,781). By comparison, for the three months ended June 30, 2010, the Fund’s net loss was $1,398,082, resulting from a net investment loss of $22,326, inclusive of management fees of $28,875 (.95% of the Fund’s average weighted assets of $12,191,448), a net realized loss of $2,396,196 and a change in net unrealized appreciation/depreciation of $1,020,440. The Fund’s net income decreased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark index during the three months ended June 30, 2011.

NAV of ProShares UltraShort DJ-UBS Commodity*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	2,560,673		$	4,717,758
NAV end of period	$	29,495,769		$	3,381,653
Percentage change in NAV		1,051.9	%		(28.3	)%
Shares outstanding beginning of period		59,997			60,003
Shares outstanding end of period		609,997			40,003
Percentage change in shares outstanding		916.7	%		(33.3	)%
Shares created		1,750,000			20,000
Shares redeemed		1,200,000			40,000
Per share NAV beginning of period	$	42.68		$	78.63
Per share NAV end of period	$	48.35		$	84.53
Percentage change in per share NAV		13.3	%		7.5	%
Percentage change in benchmark		(6.7	)%		(4.9	)%
Benchmark annualized volatility		18.8	%		17.1	%

During the three months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 59,997 outstanding Shares at March 31, 2011 to 609,997 outstanding Shares at June 30, 2011. 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 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. By comparison, during the three months ended June 30, 2010, the decrease in the Fund’s NAV resulted from a decrease from 60,003 outstanding Shares at March 31, 2010 to 40,003 outstanding Shares at June 30, 2010. 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 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index.

For the three months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV increase of 13.3% for the three months ended June 30, 2011, as compared to the increase of 7.5% for the three months ended June 30, 2010, was primarily due to a relatively higher appreciation in the value of the assets of the Fund during the three months ended June 30, 2011.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on June 27, 2011 at $50.24 per Share and reached its low for the period on April 29, 2011 at $39.91 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on June 4, 2010 at $90.42 per Share and reached its low for the period on April 15, 2010 at $73.24 per Share.

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Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net loss was $2,868,222, resulting from a net investment loss of $71,509, inclusive of management fees of $73,560 (.95% of the Fund’s average daily net assets of $31,057,670), a net realized loss of $5,130,520 and a change in net unrealized appreciation/depreciation of $2,333,807. By comparison, for the three months ended June 30, 2010, the Fund’s net income was $130,730, resulting from a net investment loss of $9,296, inclusive of management fees of $10,734 (.95% of the Fund’s average weighted assets of $4,532,331), a net realized gain of $688,684 and a change in net unrealized appreciation/depreciation of $(548,658). The Fund’s net income decreased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due to the performance of the Fund’s benchmark index and the timing of capital share transactions during the three months ended June 30, 2011.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I regarding the reverse share split for the ProShares UltraShort DJ-UBS Commodity Fund.

NAV of ProShares Ultra DJ-UBS Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	271,225,000		$	199,930,040
NAV end of period	$	426,397,237		$	501,252,171
Percentage change in NAV		57.2	%		150.7	%
Shares outstanding beginning of period		4,749,170			3,775,004
Shares outstanding end of period		9,999,170			13,012,504
Percentage change in shares outstanding		110.5	%		244.7	%
Shares created		7,900,000			13,175,000
Shares redeemed		2,650,000			3,937,500
Per share NAV beginning of period	$	57.11		$	52.96
Per share NAV end of period	$	42.64		$	38.52
Percentage change in per share NAV		(25.3	)%		(27.3	)%
Percentage change in benchmark		(12.0	)%		(13.6	)%
Benchmark annualized volatility		35.9	%		30.4	%

During the three months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 4,749,170 outstanding Shares at March 31, 2011 to 9,999,170 outstanding Shares at June 30, 2011. 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 2x of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. By comparison, during the three months ended June 30, 2010, the increase in the Fund’s NAV resulted from an increase from 3,775,004 outstanding Shares at March 31, 2010 to 13,012,504 outstanding Shares at June 30, 2010. 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 2x of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index.

For the three months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV decrease of 25.3% for the three months ended June 30, 2011, as compared to the decrease of 27.3% for the three months ended June 30, 2010, was primarily due to a relatively lower depreciation in the value of the assets of the Fund during the three months ended June 30, 2011.

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During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on April 29, 2011 at $63.90 per Share and reached its low for the period on June 27, 2011 at $38.53 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on May 3, 2010 at $57.29 per Share and reached its low for the period on May 25, 2010 at $33.73 per Share.

The benchmark’s decline of 12.0% for the three months ended June 30, 2011, as compared to the benchmark’s decline of 13.6% for the three months ended June 30, 2010, can be attributed to a relatively lower decrease in the price of WTI Crude Oil during the three months ended June 30, 2011.

Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net loss was $42,667,160, resulting from a net investment loss of $642,875, inclusive of management fees of $657,181 (.95% of the Fund’s average daily net assets of $277,468,112) and brokerage commissions of $25,104, a net realized loss of $7,838,499 and a change in net unrealized appreciation/depreciation of $(34,185,786). By comparison, for the three months ended June 30, 2010, the Fund’s net loss was $49,284,787, resulting from a net investment loss of $760,361, inclusive of management fees of $841,537 (.95% of the Fund’s average weighted assets of $355,304,759) and brokerage commissions of $51,622, a net realized loss of $57,211,080 and a change in net unrealized appreciation/depreciation of $8,686,654. The Fund’s net income increased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due the relative performance of the Fund’s benchmark index during the three months ended June 30, 2011.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I regarding the reverse share split for the ProShares Ultra DJ-UBS Crude Oil Fund.

NAV of ProShares UltraShort DJ-UBS Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	136,813,099		$	124,055,704
NAV end of period	$	160,288,442		$	51,326,108
Percentage change in NAV		17.2	%		(58.6	)%
Shares outstanding beginning of period		3,319,944			2,050,003
Shares outstanding end of period		3,319,944			680,003
Percentage change in shares outstanding		0.0	%		(66.8	)%
Shares created		4,350,000			1,000,000
Shares redeemed		4,350,000			2,370,000
Per share NAV beginning of period	$	41.21		$	60.51
Per share NAV end of period	$	48.28		$	75.48
Percentage change in per share NAV		17.2	%		24.7	%
Percentage change in benchmark		(12.0	)%		(13.6	)%
Benchmark annualized volatility		35.9	%		30.4	%

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Shares from March 31, 2011 to June 30, 2011. By comparison, during the three months ended June 30, 2010, the decrease in the Fund’s NAV resulted from a decrease from 2,050,003 outstanding Shares at March 31, 2010 to 680,003 outstanding Shares at June 30, 2010. 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 2x of the inverse of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index.

For the three months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV increase of 17.2% for the three months ended June 30, 2011, as compared to the increase of 24.7% for the three months ended June 30, 2010, was primarily due to a relatively lower appreciation in the value of the assets of the Fund during the three months ended June 30, 2011.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on June 27, 2011 at $53.66 per Share and reached its low for the period on April 29, 2011 at $36.11 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on May 25, 2010 at $90.21 per Share and reached its low for the period on May 3, 2010 at $55.10 per Share.

Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net income was $44,043,386, resulting from a net investment loss of $392,008, inclusive of management fees of $401,339 (.95% of the Fund’s average daily net assets of $169,449,353) and brokerage commissions of $16,653, a net realized gain of $31,538,827 and a change in net unrealized appreciation/depreciation of $12,896,567. By comparison, for the three months ended June 30, 2010, the Fund’s net income was $26,262,431, resulting from a net investment loss of $171,589, inclusive of management fees of $189,102 (.95% of the Fund’s average weighted assets of $79,840,521) and brokerage commissions of $15,543, a net realized gain of $22,008,106 and a change in net unrealized appreciation/depreciation of $4,425,914. The Fund’s net income increased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due to the performance of the Fund’s benchmark index and the number of outstanding shares during the three months ended June 30, 2011.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I regarding the reverse share split for the ProShares UltraShort DJ-UBS Crude Oil Fund.

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NAV of ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	250,762,400		$	164,101,484
NAV end of period	$	282,765,412		$	209,324,263
Percentage change in NAV		12.8	%		27.6	%
Shares outstanding beginning of period		3,500,014			3,600,014
Shares outstanding end of period		3,650,014			3,750,014
Percentage change in shares outstanding		4.3	%		4.2	%
Shares created		300,000			550,000
Shares redeemed		150,000			400,000
Per share NAV beginning of period	$	71.65		$	45.58
Per share NAV end of period	$	77.47		$	55.82
Percentage change in per share NAV		8.1	%		22.5	%
Percentage change in benchmark		4.6	%		11.5	%
Benchmark annualized volatility		13.7	%		16.0	%

During the three months ended June 30, 2011, the increase in the Fund’s NAV resulted in part from an increase from 3,500,014 outstanding Shares at March 31, 2011 to 3,650,014 outstanding Shares at June 30, 2011. The increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. By comparison, during the three months ended June 30, 2010, the increase in the Fund’s NAV resulted primarily from an increase from 3,600,014 outstanding Shares at March 31, 2010 to 3,750,014 outstanding Shares at June 30, 2010. 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 2x 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 months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV increase of 8.1% for the three months ended June 30, 2011, as compared to the increase of 22.5% for the three months ended June 30, 2010, was primarily due to a relatively lower appreciation in the value of the assets of the Fund during the three months ended June 30, 2011.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on June 22, 2011 at $82.49 per Share and reached its low for the period on April 1, 2011 at $69.54 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on June 28, 2010 at $57.39 per Share and reached its low for the period on April 1, 2010 at $46.24 per Share.

The benchmark’s rise of 4.6% for the three months ended June 30, 2011, as compared to the benchmark’s rise of 11.5% for the three months ended June 30, 2010, can be attributed to a relatively lower increase in the price of spot gold in U.S. Dollar terms during the three months ended June 30, 2011.

Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net income was $19,545,446, resulting from a net investment loss of $609,284, inclusive of management fees of $655,099 (.95% of the Fund’s average daily net assets of $276,588,985) and brokerage commissions of $905, a net realized gain of $42,611,365 and a change in net unrealized appreciation/depreciation of $(22,456,635). By comparison, for the three months ended June 30, 2010, the Fund’s net income was $37,965,689, resulting from a net investment loss of $370,912, inclusive of management fees of $447,194 (.95% of the Fund’s average weighted assets of $188,809,509) and brokerage commissions of $1,067, a net realized gain of $46,276,817 and a change in net unrealized appreciation/depreciation of $(7,940,216). The Fund’s net income decreased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due the relative performance of the Fund’s benchmark and the significant increase in net asset value during the three months ended June 30, 2011.

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NAV of ProShares UltraShort Gold*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	81,086,510		$	64,798,115
NAV end of period	$	95,525,554		$	71,715,632
Percentage change in NAV		17.8	%		10.7	%
Shares outstanding beginning of period		3,039,901			1,340,003
Shares outstanding end of period		3,989,901			1,889,901
Percentage change in shares outstanding		31.3	%		41.0	%
Shares created		950,000			850,000
Shares redeemed		—			300,102
Per share NAV beginning of period	$	26.67		$	48.36
Per share NAV end of period	$	23.94		$	37.95
Percentage change in per share NAV		(10.2	)%		(21.5	)%
Percentage change in benchmark		4.6	%		11.5	%
Benchmark annualized volatility		13.7	%		16.0	%

During the three months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 3,039,901 outstanding Shares at March 31, 2011 to 3,989,901 outstanding Shares at June 30, 2011. 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 2x 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. By comparison, during the three months ended June 30, 2010, the increase in the Fund’s NAV resulted from an increase from 1,340,003 outstanding Shares at March 31, 2010 to 1,889,901 outstanding Shares at June 30, 2010. 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 2x 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 months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV decrease of 10.2% for the three months ended June 30, 2011, as compared to the decrease of 21.5% for the three months ended June 30, 2010, was primarily due to a relatively lower depreciation in the value of the assets of the Fund during the three months ended June 30, 2011.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on April 1, 2011 at $27.46 per Share and reached its low for the period on June 22, 2011 at $22.56 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on April 1, 2010 at $47.65 per Share and reached its low for the period on June 28, 2010 at $36.99 per Share.

Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net loss was $8,534,232, resulting from a net investment loss of $189,137, inclusive of management fees of $201,127 (.95% of the Fund’s average daily net assets of $84,917,533) and brokerage commissions of $761, a net realized loss of $15,435,723 and a change in net unrealized appreciation/depreciation of $7,090,628. By comparison, for the three months ended June 30, 2010, the Fund’s net loss was $16,130,220, resulting from a net investment loss of $126,659, inclusive of management fees of $152,203 (.95% of the Fund’s average weighted assets of $64,261,261) and brokerage commissions of $775, a net realized loss of $18,692,774 and a change in net unrealized appreciation/depreciation of $2,689,213. The Fund’s net income increased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark and the significant increase in net asset value during the three months ended June 30, 2011.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I regarding the reverse share split for the ProShares UltraShort Gold Fund.

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NAV of ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	1,057,075,755		$	171,235,987
NAV end of period	$	881,928,826		$	181,076,130
Percentage change in NAV		(16.6	)%		5.7	%
Shares outstanding beginning of period		4,650,014			2,950,014
Shares outstanding end of period		5,250,014			2,850,014
Percentage change in shares outstanding		12.9	%		(3.4	)%
Shares created		1,800,000			650,000
Shares redeemed		1,200,000			750,000
Per share NAV beginning of period	$	227.33		$	58.05
Per share NAV end of period	$	167.99		$	63.54
Percentage change in per share NAV		(26.1	)%		9.5	%
Percentage change in benchmark		(7.5	)%		7.1	%
Benchmark annualized volatility		73.7	%		35.6	%

During the three months ended June 30, 2011, 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 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 4,650,014 outstanding Shares at March 31, 2011 to 5,250,014 outstanding Shares at June 30, 2011. By comparison, during the three months ended June 30, 2010, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 2,950,014 outstanding Shares at March 31, 2010 to 2,850,014 outstanding Shares at June 30, 2010.

For the three months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV decrease of 26.1% for the three months ended June 30, 2011, as compared to the increase of 9.5% for the three months ended June 30, 2010, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended June 30, 2011.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on April 28, 2011 at $369.22 per Share and reached its low for the period on May 12, 2011 at $150.45 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on May 14, 2010 at $71.40 per Share and reached its low for the period on June 7, 2010 at $55.23 per Share.

The benchmark’s decline of 7.5% for the three months ended June 30, 2011, as compared to the benchmark’s rise of 7.1% for the three months ended June 30, 2010, can be attributed to a decrease in the price of spot silver in U.S. Dollar terms during the three months ended June 30, 2011.

Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net loss was $313,683,501, resulting from a net investment loss of $2,429,975, inclusive of management fees of $2,599,506 (.95% of the Fund’s average daily net assets of $1,097,535,822) and brokerage commissions of $3,290, a net realized loss of $206,293,344 and a change in net unrealized appreciation/depreciation of $(104,960,182). By comparison, for the three months ended June 30, 2010, the Fund’s net income was $17,820,834, resulting from a net investment loss of $340,190, inclusive of management

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fees of $419,415 (.95% of the Fund’s average weighted assets of $177,080,943) and brokerage commissions of $1,580, a net realized gain of $32,890,020 and a change in net unrealized appreciation/depreciation of $(14,728,996). The Fund’s net income decreased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark during the three months ended June 30, 2011.

NAV of ProShares UltraShort Silver*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	130,258,740		$	69,330,778
NAV end of period	$	657,213,364		$	60,185,658
Percentage change in NAV		404.5	%		(13.2	)%
Shares outstanding beginning of period		5,644,369			426,250
Shares outstanding end of period		35,194,369			469,979
Percentage change in shares outstanding		523.5	%		10.3	%
Shares created		41,100,000			200,000
Shares redeemed		11,550,000			156,271
Per share NAV beginning of period	$	23.08		$	162.65
Per share NAV end of period	$	18.67		$	128.06
Percentage change in per share NAV		(19.1	)%		(21.3	)%
Percentage change in benchmark		(7.5	)%		7.1	%
Benchmark annualized volatility		73.7	%		35.6	%

During the three months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 5,644,369 outstanding Shares at March 31, 2011 to 35,194,369 outstanding Shares at June 30, 2011. The increase in the Fund’s NAV also resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the three months ended June 30, 2010, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 426,250 outstanding Shares at March 31, 2010 to 469,979 outstanding Shares at June 30, 2010.

For the three months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV decrease of 19.1% for the three months ended June 30, 2011, as compared to the decrease of 21.3% for the three months ended June 30, 2010 was primarily due to a relatively lower depreciation in the value of the assets of the Fund during the three months ended June 30, 2011.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on May 6, 2011 at $24.75 per Share and reached its low for the period on April 28, 2011 at $13.29 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on April 19, 2010 at $160.59 per Share and reached its low for the period on June 21, 2010 at $121.37 per Share.

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Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net income was $53,622,554, resulting from a net investment loss of $1,087,002, inclusive of management fees of $1,142,997 (.95% of the Fund’s average daily net assets of $482,584,039) and brokerage commissions of $1,656, a net realized gain of $28,945,685 and a change in net unrealized appreciation/depreciation of $25,763,871. By comparison, for the three months ended June 30, 2010, the Fund’s net loss was $14,495,974, resulting from a net investment loss of $106,584, inclusive of management fees of $129,704 (.95% of the Fund’s average weighted assets of $54,762,239) and brokerage commissions of $1,235, a net realized loss of $19,454,873 and a change in net unrealized appreciation/depreciation of $5,065,483. The Fund’s net income increased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark during the three months ended June 30, 2011.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I regarding the reverse share splits for the ProShares UltraShort Silver Fund.

NAV of ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	8,665,331		$	9,342,863
NAV end of period	$	9,061,264		$	16,329,042
Percentage change in NAV		4.6	%		74.8	%
Shares outstanding beginning of period		300,014			350,014
Shares outstanding end of period		300,014			750,014
Percentage change in shares outstanding		0.0	%		114.3	%
Shares created		—			750,000
Shares redeemed		—			350,000
Per share NAV beginning of period	$	28.88		$	26.69
Per share NAV end of period	$	30.20		$	21.77
Percentage change in per share NAV		4.6	%		(18.4	)%
Percentage change in benchmark		2.3	%		(9.5	)%
Benchmark annualized volatility		11.4	%		12.5	%

During the three months ended June 30, 2011, 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 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2011 to June 30, 2011. By comparison, during the three months ended June 30, 2010, the increase in the Fund’s NAV resulted from an increase from 350,014 outstanding Shares at March 31, 2010 to 750,014 outstanding Shares at June 30, 2010. 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 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the three months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV increase of 4.6% for the three months ended June 30, 2011, as compared to the decrease of 18.4% for the three months ended June 30, 2010 was primarily due to an appreciation in the value of the assets of the Fund during the three months ended June 30, 2011.

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During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on May 3, 2011 at $31.63 per Share and reached its low for the period on May 23, 2011 at $28.35 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on April 14, 2010 at $27.27 per Share and reached its low for the period on June 7, 2010 at $20.70 per Share.

The benchmark’s rise of 2.3% for the three months ended June 30, 2011, as compared to the benchmark’s decline of 9.5% for the three months ended June 30, 2010, can be attributed to an increase in the value of the Euro versus the U.S. Dollar during the three months ended June 30, 2011.

Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net income was $395,933, resulting from a net investment loss of $19,703, inclusive of management fees of $21,134 (.95% of the Fund’s average daily net assets of $8,922,775), a net realized gain of $688,738 and a change in net unrealized appreciation/depreciation of $(273,102). By comparison, for the three months ended June 30, 2010, the Fund’s net loss was $2,040,653, resulting from a net investment loss of $26,289, inclusive of management fees of $30,631 (.95% of the Fund’s average weighted assets of $12,932,729), a net realized loss of $2,103,203 and a change in net unrealized appreciation/depreciation of $88,839. The Fund’s net income increased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due to the performance of the Fund’s benchmark during the three months ended June 30, 2011.

NAV of ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	390,773,777		$	295,228,354
NAV end of period	$	632,327,167		$	462,324,726
Percentage change in NAV		61.8	%		56.6	%
Shares outstanding beginning of period		21,900,014			14,200,014
Shares outstanding end of period		37,750,014			18,500,014
Percentage change in shares outstanding		72.4	%		30.3	%
Shares created		16,200,000			9,200,000
Shares redeemed		350,000			4,900,000
Per share NAV beginning of period	$	17.84		$	20.79
Per share NAV end of period	$	16.75		$	24.99
Percentage change in per share NAV		(6.1	)%		20.2	%
Percentage change in benchmark		2.3	%		(9.5	)%
Benchmark annualized volatility		11.4	%		12.5	%

During the three months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 21,900,014 outstanding Shares at March 31, 2011 to 37,750,014 outstanding Shares at June 30, 2011. 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 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the three months ended June 30, 2010, the increase in the Fund’s NAV resulted primarily from an increase from 14,200,014 outstanding Shares at March 31, 2010 to 18,500,014 outstanding Shares at June 30, 2010. 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 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

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For the three months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV decrease of 6.1% for the three months ended June 30, 2011, as compared to the increase of 20.2% for the three months ended June 30, 2010 was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2011.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on May 23, 2011 at $17.99 per Share and reached its low for the period on May 3, 2011 at $16.22 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on June 7, 2010 at $26.39 per Share and reached its low for the period on April 14, 2010 at $20.31 per Share.

Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net loss was $33,847,310, resulting from a net investment loss of $1,012,362, inclusive of management fees of $1,086,768 (.95% of the Fund’s average daily net assets of $458,843,540), a net realized loss of $39,283,147 and a change in net unrealized appreciation/depreciation of $6,448,199. By comparison, for the three months ended June 30, 2010, the Fund’s net income was $71,738,894, resulting from a net investment loss of $814,585, inclusive of management fees of $1,008,849 (.95% of the Fund’s average weighted assets of $425,945,547), a net realized gain of $74,541,248 and a change in net unrealized appreciation/depreciation of $(1,987,769). The Fund’s net income decreased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due to the performance of the Fund’s benchmark during the three months ended June 30, 2011.

NAV of ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	3,176,821		$	3,866,243
NAV end of period	$	3,376,952		$	4,292,085
Percentage change in NAV		6.3	%		11.0	%
Shares outstanding beginning of period		100,014			150,014
Shares outstanding end of period		100,014			150,014
Percentage change in shares outstanding		0.0	%		0.0	%
Shares created		—			—
Shares redeemed		—			—
Per share NAV beginning of period	$	31.76		$	25.77
Per share NAV end of period	$	33.76		$	28.61
Percentage change in per share NAV		6.3	%		11.0	%
Percentage change in benchmark		3.3	%		5.8	%
Benchmark annualized volatility		7.6	%		12.6	%

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results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar.

For the three months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV increase of 6.3% for the three months ended June 30, 2011, as compared to the increase of 11.0% for the three months ended June 30, 2010 was primarily due to a relatively lower appreciation in the value of the assets held by the Fund during the three months ended June 30, 2011.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on June 8, 2011 at $34.31 per Share and reached its low for the period on April 6, 2011 at $30.09 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on June 30, 2010 at $28.61 per Share and reached its low for the period on May 3, 2010 at $25.14 per Share.

The benchmark’s rise of 3.3% for the three months ended June 30, 2011, as compared to the benchmark’s rise of 5.8% for the three months ended June 30, 2010, can be attributed to a relatively lower increase in the value of Japanese Yen versus the U.S. Dollar during the three months ended June 30, 2011.

Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net income was $200,131, resulting from a net investment loss of $7,343, inclusive of management fees of $7,813 (.95% of the Fund’s average daily net assets of $3,298,833), a net realized gain of $70,476 and a change in net unrealized appreciation/depreciation of $136,998. By comparison, for the three months ended June 30, 2010, the Fund’s net income was $425,842, resulting from a net investment loss of $7,785, inclusive of management fees of $9,418 (.95% of the Fund’s average weighted assets of $3,976,030), a net realized loss of $102,356 and a change in net unrealized appreciation/depreciation of $535,983. The Fund’s net income decreased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark during the three months ended June 30, 2011.

NAV of ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011 and 2010:


	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
NAV beginning of period	$	368,431,315		$	130,528,652
NAV end of period	$	356,417,645		$	145,332,808
Percentage change in NAV		(3.3	)%		11.3	%
Shares outstanding beginning of period		22,650,014			6,100,014
Shares outstanding end of period		23,550,014			7,700,014
Percentage change in shares outstanding		4.0	%		26.2	%
Shares created		2,750,000			2,250,000
Shares redeemed		1,850,000			650,000
Per share NAV beginning of period	$	16.27		$	21.40
Per share NAV end of period	$	15.13		$	18.87
Percentage change in per share NAV		(7.0	)%		(11.8	)%
Percentage change in benchmark		3.3	%		5.8	%
Benchmark annualized volatility		7.6	%		12.6	%

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the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. The decrease in the Fund’s NAV was offset by an increase from 22,650,014 outstanding Shares at March 31, 2011 to 23,550,014 outstanding Shares at June 30, 2011. By comparison, during the three months ended June 30, 2010, the increase in the Fund’s NAV resulted from an increase from 6,100,014 outstanding Shares at March 31, 2010 to 7,700,014 outstanding Shares at June 30, 2010. 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 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar.

For the three months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV decrease of 7.0% for the three months ended June 30, 2011, as compared to the decrease of 11.8% for the three months ended June 30, 2010 was primarily due to a relatively

lower depreciation in the value of the assets held by the Fund during the three months ended June 30, 2011.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on April 6, 2011 at $17.15 per Share and reached its low for the period on June 8, 2011 at $14.93 per Share. By comparison, during the three months ended June 30, 2010, the Fund’s NAV reached its high for the period on May 3, 2010 at $21.85 per Share and reached its low for the period on June 30, 2010 at $18.87 per Share.

The benchmark’s rise of 3.3% for the three months ended June 30, 2011, as compared to the benchmark’s rise of 5.8% for the three months ended June 30, 2010, can be attributed to a relatively lower increase in the value of the Japanese Yen versus the U.S. Dollar during the three months ended June 30, 2011.

Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net loss was $24,518,752, resulting from a net investment loss of $789,356, inclusive of management fees of $852,848 (.95% of the Fund’s average daily net assets of $360,080,192), a net realized loss of $4,066,983 and a change in net unrealized appreciation/depreciation of $(19,662,413). By comparison, for the three months ended June 30, 2010, the Fund’s net loss was $18,694,398, resulting from a net investment loss of $294,844, inclusive of management fees of $364,439 (.95% of the Fund’s average weighted assets of $153,869,350), a net realized loss of $431,087 and a change in net unrealized appreciation/depreciation of $(17,968,467). The Fund’s net income decreased for the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 primarily due to the performance of the Fund’s benchmark and the change in capital shares outstanding during the three months ended June 30, 2011.

NAV of ProShares VIX Short-Term Futures ETF

Since the Fund commenced investment operations on January 3, 2011, a comparison of the Fund’s results of operations for the three months ended June 30, 2010 has not been provided.

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Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011:


	Three Months Ended June 30, 2011
NAV beginning of period	$	32,034,957
NAV end of period	$	46,602,361
Percentage change in NAV		45.5	%
Shares outstanding beginning of period		500,005
Shares outstanding end of period		1,025,005
Percentage change in shares outstanding		105.0	%
Shares created		1,450,000
Shares redeemed		925,000
Per share NAV beginning of period	$	64.07
Per share NAV end of period	$	45.47
Percentage change in per share NAV		(29.0	)%
Percentage change in benchmark		(28.6	)%
Benchmark annualized volatility		46.7	%

During the three months ended June 30, 2011, the increase in the Fund’s NAV resulted from an increase from 500,005 outstanding Shares at March 31, 2011 to 1,025,005 outstanding Shares at June 30, 2011. 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 the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 2011, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on April 1, 2011 at $63.27 per Share and reached its low for the period on June 30, 2011 at $45.47 per Share.

The benchmark’s decline of 28.6% for the three months ended June 30, 2011 can be attributed to the cost of holding and rolling VIX short-term futures contracts over the period.

Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net loss was $14,511,643, resulting from a net investment loss of $100,295, inclusive of management fees of $57,326 and offering costs of $49,886, a net realized loss of $12,440,654 and a change in net unrealized appreciation/depreciation of $(1,970,694).

NAV of ProShares VIX Mid-Term Futures ETF

Since the Fund commenced investment operations on January 3, 2011, a comparison of the Fund’s results of operations for the three months ended June 30, 2010 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2011:


	Three Months Ended June 30, 2011
NAV beginning of period	$	6,739,633
NAV end of period	$	13,895,731
Percentage change in NAV		106.2	%
Shares outstanding beginning of period		100,005
Shares outstanding end of period		225,005
Percentage change in shares outstanding		125.0	%
Shares created		325,000
Shares redeemed		200,000
Per share NAV beginning of period	$	67.39
Per share NAV end of period	$	61.76
Percentage change in per share NAV		(8.4	)%
Percentage change in benchmark		(8.0	)%
Benchmark annualized volatility		23.4	%

During the three months ended June 30, 2011, the increase in the Fund’s NAV resulted from an increase from 100,005 outstanding Shares at March 31, 2011 to 225,005 outstanding Shares at June 30, 2011. 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 the daily performance of the S&P 500 VIX Mid-Term Futures Index.

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For the three months ended June 30, 2011, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark.

During the three months ended June 30, 2011, the Fund’s NAV reached its high for the period on April 18, 2011 at $69.20 per Share and reached its low for the period on May 31, 2011 at $61.06 per Share.

The benchmark’s decline of 8.0% for the three months ended June 30, 2011 can be attributed to the cost of holding and rolling VIX mid-term futures contracts over the period.

Net Income/Loss

For the three months ended June 30, 2011, the Fund’s net loss was $1,524,157, resulting from a net investment loss of $20,454, inclusive of offering costs of $31,179 offset by limitation by Sponsor of $8,987, a net realized loss of $1,172,411 and a change in net unrealized appreciation/depreciation of $(331,292).

Results of Operations for the Six Months Ended June 30, 2011 Compared to the Six Months Ended June 30, 2010

NAV of ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV beginning of period	$	18,186,658		$	19,743,932
NAV end of period	$	16,695,263		$	12,304,949
Percentage change in NAV		(8.2	)%		(37.7	)%
Shares outstanding beginning of period		500,014			700,014
Shares outstanding end of period		500,014			550,014
Percentage change in shares outstanding		0.0	%		(21.4	)%
Shares created		50,000			250,000
Shares redeemed		50,000			400,000
Per share NAV beginning of period	$	36.37		$	28.21
Per share NAV end of period	$	33.39		$	22.37
Percentage change in per share NAV		(8.2	)%		(20.7	)%
Percentage change in benchmark		(2.6	)%		(9.7	)%
Benchmark annualized volatility		17.4	%		17.3	%

During the six months ended June 30, 2011, 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 2x of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2010 to June 30, 2011. By comparison, during the six months ended June 30, 2010, the decrease in the Fund’s NAV resulted primarily from a decrease from 700,014 outstanding Shares at December 31, 2009 to 550,014 outstanding Shares at June 30, 2010. 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 2x of the daily performance of the Dow Jones-UBS Commodity Index.

For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV decrease of 8.2% for the period ended June 30, 2011 as compared to the decrease of 20.7% for the period ended June 30, 2010, was primarily

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due to a relatively lower depreciation in the value of the assets of the Fund during the six months ended June 30, 2011.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on April 29, 2011 at $41.87 per Share and reached its low for the period on June 27, 2011 at $32.21 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on January 6, 2010 at $30.58 per Share and reached its low for the period on June 4, 2010 at $21.14 per Share.

The benchmark’s decline of 2.6% for the six months ended June 30, 2011, as compared to the benchmark’s decline of 9.7% for the six months ended June 30, 2010, can be attributed to a relatively lower depreciation of the underlying components of the index, primarily Crude Oil, during the six months ended June 30, 2011.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net loss was $1,664,163, resulting from a net investment loss of $85,278, inclusive of management fees of $94,549 (.95% of the Fund’s average daily net assets of $20,069,993, a net realized gain of $1,990,290 and a change in net unrealized appreciation/depreciation of $(3,569,175). By comparison, for the six months ended June 30, 2010, the Fund’s net loss was $3,420,804, resulting from a net investment loss of $49,608, inclusive of management fees of $60,926 (.95% of the Fund’s average weighted assets of $12,932,832), a net realized loss of $2,737,178 and a change in net unrealized appreciation/depreciation of $(634,018). The Fund’s net income increased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark index during the six months ended June 30, 2011.

NAV of ProShares UltraShort DJ-UBS Commodity*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV beginning of period	$	1,440,073		$	2,924,426
NAV end of period	$	29,495,769		$	3,381,653
Percentage change in NAV		1,948.2	%		15.6	%
Shares outstanding beginning of period		30,003			40,003
Shares outstanding end of period		609,997			40,003
Percentage change in shares outstanding		1,933.1	%		0.0	%
Shares created		1,780,000			40,000
Shares redeemed		1,200,006			40,000
Per share NAV beginning of period	$	48.00		$	73.11
Per share NAV end of period	$	48.35		$	84.53
Percentage change in per share NAV		0.7	%		15.6	%
Percentage change in benchmark		(2.6	)%		(9.7	)%
Benchmark annualized volatility		17.4	%		17.3	%

During the six months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 30,003 outstanding Shares at December 31, 2010 to 609,997 outstanding Shares at June 30, 2011. 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 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. By comparison, during the six months ended June 30, 2010, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2009 to June 30, 2010.

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For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV increase of 0.7% for the six months ended June 30, 2011, as compared to the increase of 15.6% for the six months ended June 30, 2010, was primarily due to a relatively lower appreciation in the value of the assets of the Fund during the six months ended June 30, 2011.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on January 7, 2011 at $50.71 per Share and reached its low for the period on April 29, 2011 at $39.91 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on June 4, 2010 at $90.42 per Share and reached its low for the period on January 6, 2010 at $67.11 per Share.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net loss was $3,174,183, resulting from a net investment loss of $76,246, inclusive of management fees of $79,037 (.95% of the Fund’s average daily net assets of $16,777,198), a net realized loss of $5,514,836 and a change in net unrealized appreciation/depreciation of $2,416,899. By comparison, for the six months ended June 30, 2010, the Fund’s net income was $313,649, resulting from a net investment loss of $17,173, inclusive of management fees of $19,491 (.95% of the Fund’s average weighted assets of $4,137,411), a net realized gain of $551,338 and a change in net unrealized appreciation/depreciation of $(220,516). The Fund’s net income decreased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the performance of the Fund’s benchmark index and the timing of capital share transactions during the six months ended June 30, 2011.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I regarding the reverse share split for the ProShares UltraShort DJ-UBS Commodity Fund.

NAV of ProShares Ultra DJ-UBS Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV beginning of period	$	228,133,077		$	323,819,670
NAV end of period	$	426,397,237		$	501,252,171
Percentage change in NAV		86.9	%		54.8	%
Shares outstanding beginning of period		4,562,504			6,412,504
Shares outstanding end of period		9,999,170			13,012,504
Percentage change in shares outstanding		119.2	%		102.9	%
Shares created		17,475,000			17,162,500
Shares redeemed		12,038,334			10,562,500
Per share NAV beginning of period	$	50.00		$	50.50
Per share NAV end of period	$	42.64		$	38.52
Percentage change in per share NAV		(14.7	)%		(23.7	)%
Percentage change in benchmark		(5.0	)%		(10.6	)%
Benchmark annualized volatility		31.9	%		28.8	%

During the six months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 4,562,504 outstanding Shares at December 31, 2010 to 9,999,170 outstanding Shares at June 30, 2011. The

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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 2x of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. By comparison, during the six months ended June 30, 2010, the increase in the Fund’s NAV resulted from an increase from 6,412,504 outstanding Shares at December 31, 2009 to 13,012,504 outstanding Shares at June 30, 2010. 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 2x of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index.

For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV decrease of 14.7% for the three months ended June 30, 2011, as compared to the decrease of 23.7% for the six months ended June 30, 2010, was primarily due to a relatively lower depreciation in the value of the assets of the Fund during the six months ended June 30, 2011.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on April 29, 2011 at $63.90 per Share and reached its low for the period on June 27, 2011 at $38.53 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on May 3, 2010 at $57.29 per Share and reached its low for the period on May 25, 2010 at $33.73 per Share.

The benchmark’s decline of 5.0% for the six months ended June 30, 2011, as compared to the benchmark’s decline of 10.6% for the six months ended June 30, 2010, can be attributed to a relatively lower decrease in the price of WTI Crude Oil during the six months ended June 30, 2011.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net income was $43,666,241, resulting from a net investment loss of $1,373,269, inclusive of management fees of $1,456,224 (.95% of the Fund’s average daily net assets of $309,114,160) and brokerage commissions of $54,773, a net realized gain of $74,350,857 and a change in net unrealized appreciation/depreciation of $(29,311,347). By comparison, for the six months ended June 30, 2010, the Fund’s net loss was $19,500,833, resulting from a net investment loss of $1,351,373, inclusive of management fees of $1,445,462 (.95% of the Fund’s average weighted assets of $306,829,726) and brokerage commissions of $79,965, a net realized loss of $4,146,751 and a change in net unrealized appreciation/depreciation of $(14,002,709). The Fund’s net income increased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the performance of the Fund’s benchmark index and the timing of capital share transactions during the six months ended June 30, 2011.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I regarding the reverse share split for the ProShares Ultra DJ-UBS Crude Oil Fund.

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NAV of ProShares UltraShort DJ-UBS Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV beginning of period	$	132,214,257		$	76,656,626
NAV end of period	$	160,288,442		$	51,326,108
Percentage change in NAV		21.2	%		(33.0	)%
Shares outstanding beginning of period		2,600,003			1,120,003
Shares outstanding end of period		3,319,944			680,003
Percentage change in shares outstanding		27.7	%		(39.3	)%
Shares created		7,080,000			3,670,000
Shares redeemed		6,360,059			4,110,000
Per share NAV beginning of period	$	50.85		$	68.44
Per share NAV end of period	$	48.28		$	75.48
Percentage change in per share NAV		(5.1	)%		10.3	%
Percentage change in benchmark		(5.0	)%		(10.6	)%
Benchmark annualized volatility		31.9	%		28.8	%

During the six months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 2,600,003 outstanding Shares at December 31, 2010 to 3,319,944 outstanding Shares at June 30, 2011. The increase in the Fund’s NAV also resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index. By comparison, during the six months ended June 30, 2010, the decrease in the Fund’s NAV resulted from a decrease from 1,120,003 outstanding Shares at December 31, 2009 to 680,003 outstanding Shares at June 30, 2010. 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 2x of the inverse of the daily performance of the Dow Jones-UBS Crude Oil Sub-Index.

For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV decrease of 5.1% for the six months ended June 30, 2011, as compared to the increase of 10.3% for the six months ended June 30, 2010, was primarily due to a depreciation in the value of the assets of the Fund during the six months ended June 30, 2011.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on February 15, 2011 at $58.77 per Share and reached its low for the period on April 29, 2011 at $36.11 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on May 25, 2010 at $90.21 per Share and reached its low for the period on May 3, 2010 at $55.10 per Share.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net income was $32,613,791, resulting from a net investment loss of $669,419, inclusive of management fees of $699,551 (.95% of the Fund’s average daily net assets of $148,494,450) and brokerage commissions of $32,302, a net realized gain of $17,604,025 and a change in net unrealized appreciation/depreciation of $15,679,185. By comparison, for the six months ended June 30, 2010, the Fund’s net income was $26,469,806, resulting from a net investment loss of $379,012, inclusive of management fees of $406,784 (.95% of the Fund’s average weighted assets of $86,348,299) and brokerage commissions of $27,722, a net realized gain of $23,593,223 and a change in net unrealized appreciation/depreciation of $3,255,595. The Fund’s net income increased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the performance of the Fund’s benchmark index and the timing of capital share transactions during the six months ended June 30, 2011.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I regarding the reverse share split for the ProShares UltraShort DJ-UBS Crude Oil Fund.

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NAV of ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV beginning of period	$	259,562,075		$	156,476,709
NAV end of period	$	282,765,412		$	209,324,263
Percentage change in NAV		8.9	%		33.8	%
Shares outstanding beginning of period		3,750,014			3,550,014
Shares outstanding end of period		3,650,014			3,750,014
Percentage change in shares outstanding		(2.7	)%		5.6	%
Shares created		350,000			1,150,000
Shares redeemed		450,000			950,000
Per share NAV beginning of period	$	69.22		$	44.08
Per share NAV end of period	$	77.47		$	55.82
Percentage change in per share NAV		11.9	%		26.6	%
Percentage change in benchmark		7.1	%		14.4	%
Benchmark annualized volatility		13.2	%		17.2	%

During the six months ended June 30, 2011, 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 2x of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 3,750,014 outstanding Shares at December 31, 2010 to 3,650,014 outstanding Shares at June 30, 2011. By comparison, during the six months ended June 30, 2010, the increase in the Fund’s NAV resulted primarily from an increase from 3,550,014 outstanding Shares at December 31, 2009 to 3,750,014 outstanding Shares at June 30, 2010. 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 2x of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London.

For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV increase of 11.9% for the six months ended June 30, 2011, as compared to the increase of 26.6% for the six months ended June 30, 2010, was primarily due to a relatively lower appreciation in the value of the assets of the Fund during the six months ended June 30, 2011.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on June 22, 2011 at $82.49 per Share and reached its low for the period on January 28, 2011 at $60.68 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on June 28, 2010 at $57.39 per Share and reached its low for the period on February 5, 2010 at $41.35 per Share.

The benchmark’s rise of 7.1% for the six months ended June 30, 2011, as compared to the benchmark’s rise of 14.4% for the six months ended June 30, 2010, can be attributed to a relatively lower increase in the price of spot gold in U.S. Dollar terms during the six months ended June 30, 2011.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net income was $25,613,572, resulting from a net investment loss of $1,091,740, inclusive of management fees of $1,208,434 (.95% of the Fund’s average daily net assets of $256,515,511) and brokerage commissions of $1,810, a net realized gain of $50,632,624 and a change in net unrealized appreciation/depreciation of $(23,927,312). By comparison, for the six months ended June 30, 2010, the Fund’s net income was $42,798,354, resulting from a net investment loss of $730,328, inclusive of management fees of $830,426 (.95% of the Fund’s average weighted assets of $176,275,397) and brokerage commissions of $2,071, a net realized gain of $43,718,694 and a change in net unrealized appreciation/depreciation of $(190,012). The Fund’s net income decreased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark and the significant increase in net asset value during the six months ended June 30, 2011.

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NAV of ProShares UltraShort Gold*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV beginning of period	$	77,732,507		$	67,602,811
NAV at end of period	$	95,525,554		$	71,715,632
Percentage change in NAV		22.9	%		6.1	%
Shares outstanding beginning of period		2,739,901			1,290,003
Shares outstanding end of period		3,989,901			1,889,901
Percentage change in shares outstanding		45.6	%		46.5	%
Shares created		2,000,000			1,150,000
Shares redeemed		750,000			550,102
Per share NAV beginning of period	$	28.37		$	52.41
Per share NAV end of period	$	23.94		$	37.95
Percentage change in per share NAV		(15.6	)%		(27.6	)%
Percentage change in benchmark		7.1	%		14.4	%
Benchmark annualized volatility		13.2	%		17.2	%

During the six months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 2,739,901 outstanding Shares at December 31, 2010 to 3,989,901 outstanding Shares at June 30, 2011. 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 2x 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. By comparison, the increase in the Fund’s NAV resulted from an increase from 1,290,003 outstanding Shares at December 31, 2009 to 1,889,901 outstanding Shares at June 30, 2010. 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 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London.

For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV decrease of 15.6% for the six months ended June 30, 2011, as compared to the decrease of 27.6% for the six months ended June 30, 2010, was primarily due to a relatively lower depreciation in the value of the assets of the Fund during the six months ended June 30, 2011.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on January 28, 2011 at $32.10 per Share and reached its low for the period on June 22, 2011 at $22.56 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on February 5, 2010 at $54.47 per Share and reached its low for the period on June 28, 2010 at $36.99 per Share.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net loss was $16,006,008, resulting from a net investment loss of $388,467, inclusive of management fees of $430,641 (.95% of the Fund’s average daily net assets of $91,412,533) and brokerage commissions of $1,853, a net realized loss of $23,388,790 and a change in net unrealized appreciation/depreciation of $7,771,249. By comparison, for the six months ended June 30, 2010, the Fund’s net loss was $21,114,499, resulting from a net investment loss of $276,610, inclusive of management fees of

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$314,538 (.95% of the Fund’s average weighted assets of $66,767,248) and brokerage commissions of $1,825, a net realized loss of $20,401,558 and a change in net unrealized appreciation/depreciation of $(436,331). The Fund’s net income increased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark and the significant increase in net asset value during the six months ended June 30, 2011.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I regarding the reverse share split for the ProShares UltraShort Gold Fund.

NAV of ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV beginning of period	$	547,003,919		$	145,416,382
NAV end of period	$	881,928,826		$	181,076,130
Percentage change in NAV		61.2	%		24.5	%
Shares outstanding beginning of period		3,500,014			2,550,014
Shares outstanding end of period		5,250,014			2,850,014
Percentage change in shares outstanding		50.0	%		11.8	%
Shares created		3,700,000			1,350,000
Shares redeemed		1,950,000			1,050,000
Per share NAV beginning of period	$	156.29		$	57.03
Per share NAV end of period	$	167.99		$	63.54
Percentage change in per share NAV		7.5	%		11.4	%
Percentage change in benchmark		14.3	%		10.3	%
Benchmark annualized volatility		58.6	%		34.0	%

During the six months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 3,500,014 outstanding Shares at December 31, 2010 to 5,250,014 outstanding Shares at June 30, 2011. 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 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the six months ended June 30, 2010, the increase in the Fund’s NAV resulted primarily from an increase from 2,550,014 outstanding Shares at December 31, 2009 to 2,850,014 outstanding Shares at June 30, 2010. 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 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London.

For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV increase of 7.5% for the six months ended June 30, 2011, as compared to the increase of 11.4% for the six months ended June 30, 2010, was primarily due to a relatively lower appreciation in the value of the assets of the Fund during the six months ended June 30, 2011.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on April 28, 2011 at $369.22 per Share and reached its low for the period on January 28, 2011 at $116.80 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on May 14, 2010 at $71.40 per Share and reached its low for the period on February 8, 2010 at $44.40 per Share.

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The benchmark’s rise of 14.3% for the six months ended June 30, 2011, as compared to the benchmark’s rise of 10.3% for the six months ended June 30, 2010, can be attributed to a relatively higher increase in the price of spot silver in U.S. Dollar terms during the six months ended June 30, 2011.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net loss was $16,680,619, resulting from a net investment loss of $3,753,681, inclusive of management fees of $4,107,369 (.95% of the Fund’s average daily net assets of $871,875,314) and brokerage commissions of $5,228, a net realized gain of $67,052,747 and a change in net unrealized appreciation/depreciation of $(79,979,685). By comparison, for the six months ended June 30, 2010, the Fund’s net income was $25,097,256, resulting from a net investment loss of $677,956, inclusive of management fees of $791,851 (.95% of the Fund’s average weighted assets of $168,086,969) and brokerage commissions of $3,355, a net realized gain of $25,059,162 and a change in net unrealized appreciation/depreciation of $716,050. The Fund’s net income decreased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark and the change in capital shares outstanding during the six months ended June 30, 2011.

NAV of ProShares UltraShort Silver*

Fund Performance

The following tables provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV beginning of period	$	99,032,781		$	64,516,145
NAV end of period	$	657,213,364		$	60,185,658
Percentage change in NAV		563.6	%		(6.7	)%
Shares outstanding beginning of period		2,482,479			342,500
Shares outstanding end of period		35,194,369			469,979
Percentage change in shares outstanding		1,317.7	%		37.2	%
Shares created		45,687,500			355,000
Shares redeemed		12,975,610			227,521
Per share NAV beginning of period	$	39.89		$	188.37
Per share NAV end of period	$	18.67		$	128.06
Percentage change in per share NAV		(53.2	)%		(32.0	)%
Percentage change in benchmark		14.3	%		10.3	%
Benchmark annualized volatility		58.6	%		34.0	%

During the six months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 2,482,479 outstanding Shares at December 31, 2010 to 35,194,369 outstanding Shares at June 30, 2011. 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 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the six months ended June 30, 2010, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 342,500 outstanding Shares at December 31, 2009 to 469,979 outstanding Shares at June 30, 2010.

For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV decrease of 53.2% for the six months ended June 30, 2011, as compared to the decrease of 32.0% for the six months ended June 30, 2010 was primarily due to a relatively higher depreciation in the value of the assets of the Fund during the six months ended June 30, 2011.

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During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on January 25, 2011 at $51.11 per Share and reached its low for the period on April 28, 2011 at $13.29 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on February 8, 2010 at $227.03 per Share and reached its low for the period on June 21, 2010 at $121.37 per Share.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net loss was $26,713,062, resulting from a net investment loss of $1,380,998, inclusive of management fees of $1,483,259 (.95% of the Fund’s average daily net assets of $314,852,861) and brokerage commissions of $2,287, a net realized loss of $52,341,860 and a change in net unrealized appreciation/depreciation of $27,009,796. By comparison, for the six months ended June 30, 2010, the Fund’s net loss was $23,458,500, resulting from a net investment loss of $259,719, inclusive of management fees of $297,094 (.95% of the Fund’s average weighted assets of $63,064,482) and brokerage commissions of $1,892, a net realized loss of $22,177,971 and a change in net unrealized appreciation/depreciation of $(1,020,810). The Fund’s net income decreased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark during the six months ended June 30, 2011.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I regarding the reverse share splits for the ProShares UltraShort Silver Fund.

NAV of ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV beginning of period	$	7,729,684		$	7,531,857
NAV end of period	$	9,061,264		$	16,329,042
Percentage change in NAV		17.2	%		116.8	%
Shares outstanding beginning of period		300,014			250,014
Shares outstanding end of period		300,014			750,014
Percentage change in shares outstanding		0.0	%		200	%
Shares created		—			850,000
Shares redeemed		—			350,000
Per share NAV beginning of period	$	25.76		$	30.13
Per share NAV end of period	$	30.20		$	21.77
Percentage change in per share NAV		17.2	%		(27.7	)%
Percentage change in benchmark		8.5	%		(14.6	)%
Benchmark annualized volatility		10.7	%		11.0	%

During the six months ended June 30, 2011, 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 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2010 to June 30, 2011. By comparison, the increase in the Fund’s NAV resulted from an increase from 250,014 outstanding Shares at December 31, 2009 to 750,014 outstanding Shares at June 30, 2010. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results

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(before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV increase of 17.2% for the six months ended June 30, 2011, as compared to the decrease of 27.7% for the six months ended June 30, 2010 was primarily due to an appreciation in the value of the assets of the Fund during the six months ended June 30, 2011.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on May 3, 2011 at $31.63 per Share and reached its low for the period on January 7, 2011 at $24.01 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on January 11, 2010 at $30.98 per Share and reached its low for the period on June 7, 2010 at $20.70 per Share.

The benchmark’s rise of 8.5% for the six months ended June 30, 2011, as compared to the benchmark’s decline of 14.6% for the six months ended June 30, 2010, can be attributed to an increase in the value of the Euro versus the U.S. Dollar during the six months ended June 30, 2011.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net income was $1,331,580, resulting from a net investment loss of $36,218, inclusive of management fees of $40,060 (.95% of the Fund’s average daily net assets of $8,503,461), a net realized gain of $1,607,107 and a change in net unrealized appreciation/depreciation of $(239,309). By comparison, for the six months ended June 30, 2010, the Fund’s net loss was $2,940,910, resulting from a net investment loss of $44,109, inclusive of management fees of $49,931 (.95% of the Fund’s average weighted assets of $10,598,885), a net realized loss of $2,944,861 and a change in net unrealized appreciation/depreciation of $48,060. The Fund’s net income increased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark during the six months ended June 30, 2010.

NAV of ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV beginning of period	$	444,412,995		$	100,847,786
NAV end of period	$	632,327,167		$	462,324,726
Percentage change in NAV		42.3	%		358.4	%
Shares outstanding beginning of period		21,900,014			5,400,014
Shares outstanding end of period		37,750,014			18,500,014
Percentage change in shares outstanding		72.4	%		242.6	%
Shares created		20,050,000			18,000,000
Shares redeemed		4,200,000			4,900,000
Per share NAV beginning of period	$	20.29		$	18.68
Per share NAV end of period	$	16.75		$	24.99
Percentage change in per share NAV		(17.5	)%		33.8	%
Percentage change in benchmark		8.5	%		(14.6	)%
Benchmark annualized volatility		10.7	%		11.0	%

During the six months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 21,900,014 outstanding Shares at December 31, 2010 to 37,750,014 outstanding Shares at June 30, 2011. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results

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(before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the six months ended June 30, 2010, the increase in the Fund’s NAV resulted primarily from an increase from 5,400,014 outstanding Shares at December 31, 2009 to 18,500,014 outstanding Shares at June 30, 2010. 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 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV decrease of 17.5% for the six months ended June 30, 2011, as compared to the increase of 33.8% for the six months ended June 30, 2010 was primarily due to a depreciation in the value of the assets held by the Fund during the six months ended June 30, 2011.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on January 7, 2011 at $21.74 per Share and reached its low for the period on May 3, 2011 at $16.22 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on June 7, 2010 at $26.39 per Share and reached its low for the period on January 11, 2010 at $18.14 per Share.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net loss was $92,714,026, resulting from a net investment loss of $1,901,910, inclusive of management fees of $2,120,677 (.95% of the Fund’s average daily net assets of $450,158,271), a net realized loss of $101,430,775 and a change in net unrealized appreciation/depreciation of $10,618,659. By comparison, for the six months ended June 30, 2010, the Fund’s net income was $90,961,390, resulting from a net investment loss of $1,256,752, inclusive of management fees of $1,489,971 (.95% of the Fund’s average weighted assets of $316,277,686), a net realized gain of $88,493,608 and a change in net unrealized appreciation/depreciation of $3,724,534. The Fund’s net income decreased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark during the six months ended June 30, 2011.

NAV of ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV beginning of period	$	5,024,240		$	3,921,267
NAV end of period	$	3,376,952		$	4,292,085
Percentage change in NAV		(32.8	)%		9.5	%
Shares outstanding beginning of period		150,014			150,014
Shares outstanding end of period		100,014			150,014
Percentage change in shares outstanding		(33.3	)%		0.0	%
Shares created		—			—
Shares redeemed		50,000			—
Per share NAV beginning of period	$	33.49		$	26.14
Per share NAV end of period	$	33.76		$	28.61
Percentage change in per share NAV		0.8	%		9.5	%
Percentage change in benchmark		0.8	%		5.3	%
Benchmark annualized volatility		8.9	%		11.7	%

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During the six months ended June 30, 2011, the decrease in the Fund’s NAV resulted primarily from a decrease from 150,014 outstanding Shares at December 31, 2010 to 100,014 outstanding Shares at June 30, 2011. 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 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. By comparison, during the six months ended June 30, 2010, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. The Fund had no creation or redemption activity during the period.

For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per share NAV increase of 0.8% for the six months ended June 30, 2011, as compared to the increase of 9.5% for the six months ended June 30, 2010 was primarily due to a relatively lower appreciation in the value of the assets held by the Fund during the six months ended June 30, 2011.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on March 17, 2011 at $35.34 per Share and reached its low for the period on April 6, 2011 at $30.09 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on March 3, 2010 at $28.87 per Share and reached its low for the period on May 3, 2010 at $25.14 per Share.

The benchmark’s rise of 0.8% for the six months ended June 30, 2011, as compared to the benchmark’s rise of 5.3% for the six months ended June 30, 2010, can be attributed to a relatively lower increase in the value of the Japanese Yen versus the U.S. Dollar during the six months ended June 30, 2011.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net loss was $53,699, resulting from a net investment loss of $14,422, inclusive of management fees of $15,917 (.95% of the Fund’s average daily net assets of $3,378,819), a net realized gain of $226,199 and a change in net unrealized appreciation/depreciation of $(265,476). By comparison, for the six months ended June 30, 2010, the Fund’s net income was $370,818, resulting from a net investment loss of $16,523, inclusive of management fees of $19,069 (.95% of the Fund’s average weighted assets of $4,047,742), a net realized loss of $198,362 and a change in net unrealized appreciation/depreciation of $585,703. The Fund’s net income decreased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the performance of the Fund’s benchmark and the timing of capital share transactions during the six months ended June 30, 2011.

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NAV of ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011 and 2010:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
NAV at beginning of period	$	207,685,813		$	67,487,917
NAV at end of period	$	356,417,645		$	145,332,808
Percentage change in NAV		71.6	%		115.3	%
Shares outstanding beginning of period		13,250,014			3,150,014
Shares outstanding end of period		23,550,014			7,700,014
Percentage change in shares outstanding		77.7	%		144.4	%
Shares created		19,600,000			5,450,000
Shares redeemed		9,300,000			900,000
Per share NAV beginning of period	$	15.67		$	21.42
Per share NAV end of period	$	15.13		$	18.87
Percentage change in per share NAV		(3.4	)%		(11.9	)%
Percentage change in benchmark		0.8	%		5.3	%
Benchmark annualized volatility		8.9	%		11.7	%

During the six months ended June 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 13,250,014 outstanding Shares at December 31, 2010 to 23,550,014 outstanding Shares at June 30, 2011. 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 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. By comparison, during the six months ended June 30, 2010, the increase in the Fund’s NAV resulted from an increase from 3,150,014 outstanding Shares at December 31, 2009 to 7,700,014 outstanding Shares at June 30, 2010. 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 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar.

For the six months ended June 30, 2011 and June 30, 2010, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per share NAV decrease of 3.4% for the six months ended June 30, 2011, as compared to the decrease of 11.9% for the six months ended June 30, 2010 was primarily due to a relatively lower depreciation in the value of the assets held by the Fund during the six months ended June 30, 2011.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on April 6, 2011 at $17.15 per Share and reached its low for the period on March 17, 2011 at $14.69 per Share. By comparison, during the six months ended June 30, 2010, the Fund’s NAV reached its high for the period on May 3, 2010 at $21.85 per Share and reached its low for the period on June 30, 2010 at $18.87 per Share.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net loss was $9,389,388, resulting from a net investment loss of $1,375,798, inclusive of management fees of $1,527,901 (.95% of the Fund’s average daily net assets of $324,329,059), a net realized loss of $21,725,210 and a change in net unrealized appreciation/depreciation of $13,711,620. By comparison, for the six months ended June 30, 2010, the Fund’s net loss was $14,951,344, resulting from a net investment loss of $512,641, inclusive of management fees of $598,770 (.95% of the Fund’s average weighted assets of $127,101,390), a net realized gain of $303,850 and a change in net unrealized appreciation/depreciation of $(14,742,553). The Fund’s net income increased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to the relative performance of the Fund’s benchmark during the six months ended June 30, 2011.

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NAV of ProShares VIX Short-Term Futures ETF

Since the Fund commenced investment operations on January 3, 2011, a comparison of the Fund’s results of operations for the six months ended June 30, 2010 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011:


	Six Months Ended June 30, 2011
NAV beginning of period	$	400
NAV end of period	$	46,602,361
Percentage change in NAV		11,650,490.3	%
Shares outstanding beginning of period		5
Shares outstanding end of period		1,025,005
Percentage change in shares outstanding		20,500,000.0	%
Shares created		2,125,000
Shares redeemed		1,100,000
Per share NAV beginning of period	$	80.00
Per share NAV end of period	$	45.47
Percentage change in per share NAV		(43.2	)%
Percentage change in benchmark		(43.8	)%
Benchmark annualized volatility		53.3	%

During the six months ended June 30, 2011, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at December 31, 2010 to 1,025,005 outstanding Shares at June 30, 2011. 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 the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the six months ended June 30, 2011, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on March 16, 2011 at $81.40 per Share and reached its low for the period on June 30, 2011 at $45.47 per Share.

The benchmark’s decline of 43.8% for the six months ended June 30, 2011 can be attributed to the cost of holding and rolling VIX short-term futures contracts over the period.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net loss was $17,368,636, resulting from a net investment loss of $124,479, inclusive of management fees of $36,288 and offering costs of $98,128, a net realized loss of $12,792,140 and a change in net unrealized appreciation/depreciation of $(4,452,017).

NAV of ProShares VIX Mid-Term Futures ETF

Since the Fund commenced investment operations on January 3, 2011, a comparison of the Fund’s results of operations for the six months ended June 30, 2010 has not been provided.

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Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2011:


	Six Months Ended June 30, 2011
NAV beginning of period	$	400
NAV end of period	$	13,895,731
Percentage change in NAV		3,473,832.8	%
Shares outstanding beginning of period		5
Shares outstanding end of period		225,005
Percentage change in shares outstanding		4,500,000.0	%
Shares created		475,000
Shares redeemed		250,000
Per share NAV beginning of period	$	80.00
Per share NAV end of period	$	61.76
Percentage change in per share NAV		(22.8	)%
Percentage change in benchmark		(23.4	)%
Benchmark annualized volatility		27.1	%

During the six months ended June 30, 2011, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at December 31, 2010 to 225,005 outstanding Shares at June 30, 2011. 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 the daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the six months ended June 30, 2011, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark.

During the six months ended June 30, 2011, the Fund’s NAV reached its high for the period on January 3, 2011 at $80.00 per Share and reached its low for the period on May 31, 2011 at $61.06 per Share.

The benchmark’s decline of 23.4% for the six months ended June 30, 2011 can be attributed to the cost of holding and rolling VIX mid-term futures contracts over the period.

Net Income/Loss

For the six months ended June 30, 2011, the Fund’s net loss was $2,306,438, resulting from a net investment loss of $31,763, inclusive of offering costs of $61,330 offset by limitation by Sponsor of $26,552, a net realized loss of $1,860,602 and a change in net unrealized appreciation/depreciation of $(414,073).

Off-Balance Sheet Arrangements and Contractual Obligations

As of August 9, 2011, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate off-balance sheet financing arrangements and have no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Funds. While each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Fund’s financial position.

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

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Market Risk

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

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

Credit Risk

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

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

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

Swap agreements do not generally involve the delivery of 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 assets 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;

•

generally requiring that the counterparty posts collateral in amounts approximately equal to that owed to the Funds, as marked to market;

•

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

•

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

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

The Funds could lose money if the issuer of a debt security is unable to meet its financial obligations or goes bankrupt. The Funds could also lose money if the issuer of a debt security in which it has a short position is upgraded or generally improves its standing. Changes in an issuer’s financial strength or in an issuer’s or debt security’s credit rating also may affect a security’s value and thus have an impact on a Fund’s performance. Credit risk usually applies to most debt securities, but generally is not a factor for U.S. government obligations.

Critical Accounting Policies

The Funds’ critical accounting policies are as follows:

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

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

The use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Trust’s and 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).

Short-term investments are valued at market price. Treasury securities having a maturity of greater than sixty days are valued at market price.

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

Fair value pricing may require subjective determinations about the value of an investment. While each Leveraged and VIX Fund’s policy is intended to result in a calculation of the Leveraged or VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, the Leveraged and VIX Funds cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the Leveraged or VIX 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 Leveraged or VIX 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.

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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.

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

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

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

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Quantitative Disclosure

Commodity Price Sensitivity

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which are sensitive to commodity price risk. As of June 30, 2011 and June 30, 2010, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares Ultra DJ-UBS Commodity:

As of June 30, 2011, the ProShares Ultra DJ-UBS Commodity Fund was exposed to commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following table provides information about the Fund’s swap positions as of June 30, 2011, which are sensitive to commodity price risk.

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS Commodity Index

Goldman Sachs International

Long

157.5247

8,152,130

Dow Jones-UBS Commodity Index

UBS AG

Long

157.5247

25,337,039

The June 30, 2011 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, 2010, filed with the U.S. Securities and Exchange Commission on March 1, 2011 (the “Form 10-K”) for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

Swap Agreements

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS Commodity Index

Goldman Sachs International

Long

125.7471

6,292,846

Dow Jones-UBS Commodity Index

UBS AG

Long

125.7471

18,324,499

The June 30, 2010 swap notional amount is calculated by multiplying units times the closing level of the Index. The notional amount will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or financing costs associated with the swaps. The Fund will

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generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the 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.

ProShares UltraShort DJ-UBS Commodity:

As of June 30, 2011, the ProShares UltraShort DJ-UBS Commodity Fund was exposed to inverse commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following table provides information about the Fund’s short swap positions as of June 30, 2011, which are sensitive to commodity price risk.


Reference Index	Counterparty		Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Commodity Index		Goldman Sachs International	Short	$	157.5247	$	(14,458,798	)
Dow Jones-UBS Commodity Index		UBS AG	Short		157.5247		(44,002,256	)

The June 30, 2011 short swap notional amount is calculated by multiplying units times the closing level of the Index. The short notional amount will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amount, before accounting for any spreads or financing costs associated with the swaps. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

Swap Agreements


Reference Index	Counterparty		Long or Short		Index Close		Notional Amount at Value
Dow Jones-UBS Commodity Index		Goldman Sachs International		Short	$	125.7471	$	(1,504,460	)
Dow Jones-UBS Commodity Index		UBS AG		Short		125.7471		(5,246,244	)

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

ProShares Ultra DJ-UBS Crude Oil:

As of June 30, 2011, the ProShares Ultra DJ-UBS Crude Oil Fund was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS Crude Oil Sub-Index. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2011, which are sensitive to commodity price risk.

Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Crude Oil

(NYMEX)

Long

September 2011

3,681

95.96

1,000

353,228,760

Swap Agreements

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS Crude Oil Sub-Index

Goldman Sachs International

Long

256.1940

167,208,929

Dow Jones-UBS Crude Oil Sub-Index

UBS AG

Long

256.1940

332,370,201

The June 30, 2011 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2011 swap notional amount is calculated by multiplying the number of units times the closing level of the Index. These notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

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Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Crude Oil (NYMEX)

Long

September 2010

4,598

76.16

1,000

350,183,680

Swap Agreements

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS Crude Oil Sub-Index

Goldman Sachs International

Long

232.4933

240,847,937

Dow Jones-UBS Crude Oil Sub-Index

UBS AG

Long

232.4933

411,408,299

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

ProShares UltraShort DJ-UBS Crude Oil:

As of June 30, 2011, the ProShares UltraShort DJ-UBS Crude Oil Fund was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS Crude Oil Sub-Index. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2011, which are sensitive to commodity price risk.

Futures Positions


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Crude Oil (NYMEX)		Short		September 2011		1,146	$	95.96		1,000	$	(109,970,160	)

Swap Agreements


Reference Index	Counterparty	Long or Short		Index Close		Notional Amount at Value
Dow Jones-UBS Crude Oil Sub-Index	Goldman Sachs International		Short	$	256.1940	$	(73,730,860	)
Dow Jones-UBS Crude Oil Sub-Index	UBS AG		Short		256.1940		(136,879,095	)

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The June 30, 2011 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2011 short swap notional amount is calculated by multiplying the number of units times the closing level of the Index. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

Futures Positions


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Crude Oil (NYMEX)		Short		September 2010		445	$	76.16		1,000	$	(33,891,200	)

Swap Agreements


Reference Index	Counterparty		Long or Short		Index Close		Notional Amount at Value
Dow Jones-UBS Crude Oil Sub-Index		Goldman Sachs International		Short	$	232.4933	$	(26,682,771	)
Dow Jones-UBS Crude Oil Sub-Index		UBS AG		Short		232.4933		(42,068,224	)

The June 30, 2010 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2010 short swap notional amount is calculated by multiplying the number of units times the closing level of the Index. These short notional amounts will increase (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.

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ProShares Ultra Gold:

As of June 30, 2011, the ProShares Ultra Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2011, which are sensitive to commodity price risk.

Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

August 2011

1,502.80

100

12,623,520

Forward Agreements

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

1,505.55

141,401,256

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,505.55

411,466,815

The June 30, 2011 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2011 forward notional amount equals units multiplied by the forward price. These notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

August 2010

116

1,245.90

100

14,452,440

Forward Agreements

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

1,244.10

46,554,222

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,244.10

355,563,780

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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 June 30, 2011, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2011, which are sensitive to commodity price risk.

Futures Positions


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)		Short		August 2011		32	$	1,502.80		100	$	(4,808,960	)

Forward Agreements


Reference Index	Counterparty	Long or Short		Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International		Short	$	1,505.55	$	(45,916,264	)
0.995 Fine Troy Ounce Gold	UBS AG		Short		1,505.55		(140,317,260	)

The June 30, 2011 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2011 short forward notional amount equals units multiplied by the forward price. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

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Futures Positions


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)		Short		August 2010		22	$	1,245.90		100	$	(2,740,980	)

Forward Agreements


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

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

ProShares Ultra Silver:

As of June 30, 2011, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2011, which are sensitive to commodity price risk.

Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

September 2011

287

34.832

5,000

49,983,920

Forward Agreements

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

35.0210

421,855,962

0.999 Fine Troy Ounce Silver

UBS AG

Long

35.0210

1,292,765,194

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The June 30, 2011 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2011 forward notional amount equals units multiplied by the forward price. These notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

Futures Positions

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

September 2010

122

18.708

5,000

11,411,880

Forward Agreements

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

18.7420

88,477,234

0.999 Fine Troy Ounce Silver

UBS AG

Long

18.7420

262,275,548

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

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ProShares UltraShort Silver:

As of June 30, 2011, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2011, which are sensitive to commodity price risk.

Futures Positions


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)		Short		September 2011		207	$	34.832		5,000	$	(36,051,120	)

Forward Agreements


Reference Index	Counterparty	Long or Short		Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International		Short	$	35.0210	$	(312,825,083	)
0.999 Fine Troy Ounce Silver	UBS AG		Short		35.0210		(964,933,613	)

The June 30, 2011 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2011 short forward notional amount equals units multiplied by the forward price. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

Futures Positions


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)		Short		September 2010		33	$	18.708		5,000	$	(3,086,820	)

Forward Agreements


Reference Index	Counterparty	Long or Short		Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International		Short	$	18.7420	$	(30,502,605	)
0.999 Fine Troy Ounce Silver	UBS AG		Short		18.7420		(86,737,976	)

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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.

Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Funds’ Financial Instruments, which are sensitive to changes in exchange rates. As of June 30, 2011, each of the Currency Funds’ positions were as follows:

ProShares Ultra Euro:

As of June 30, 2011, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2011, which are sensitive to exchange rate price risk.

Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International		Long		07/08/11		6,308,625			1 .4500	$	9,147,615
Euro	UBS AG		Long		07/08/11		6,990,900			1 .4500		10,136,925
Euro	Goldman Sachs International		Short		07/08/11		(248,800	)		1 .4500		(360,764	)
Euro	UBS AG		Short		07/08/11		(551,400	)		1 .4500		(799,540	)

The June 30, 2011 USD market value equals the number of Euros multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

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Foreign Currency Forward Contracts


Reference Currency	Counterparty		Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro		Goldman Sachs International		Long		07/02/10		12,336,325			1.2229	$	15,086,098
Euro		UBS AG		Long		07/02/10		14,965,800			1.2229		18,301,685
Euro		Goldman Sachs International		Long		07/16/10		11,770,325			1.2229		14,393,937
Euro		UBS AG		Long		07/16/10		14,939,500			1.2229		18,269,522
Euro		Goldman Sachs International		Short		07/02/10		(12,336,325	)		1.2229		(15,086,098	)
Euro		UBS AG		Short		07/02/10		(14,965,800	)		1.2229		(18,301,685	)

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

ProShares UltraShort Euro:

As of June 30, 2011, the ProShares UltraShort Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2011, which are sensitive to exchange rate price risk.

Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International		Long		07/08/11		12,347,800			1.4500	$	17,904,522
Euro	UBS AG		Long		07/08/11		105,580,800			1.4500		153,093,974
Euro	Goldman Sachs International		Short		07/08/11		(438,423,925	)		1.4500		(635,722,225	)
Euro	UBS AG		Short		07/08/11		(550,659,000	)		1.4500		(798,465,012	)

The June 30, 2011 USD market value equals the number of Euros multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

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Foreign Currency Forward Contracts


Reference Currency	Counterparty		Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro		Goldman Sachs International		Long		07/02/10		388,264,025			1.2229	$	474,808,280
Euro		UBS AG		Long		07/02/10		437,601,200			1.2229		535,142,737
Euro		UBS AG		Long		07/16/10		12,458,700			1.2229		15,235,751
Euro		Goldman Sachs International		Short		07/02/10		(388,264,025	)		1.2229		(474,808,280	)
Euro		UBS AG		Short		07/02/10		(437,601,200	)		1.2229		(535,142,737	)
Euro		Goldman Sachs International		Short		07/16/10		(346,717,925	)		1.2229		(424,001,532	)
Euro		UBS AG		Short		07/16/10		(421,237,200	)		1.2229		(515,131,193	)

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

ProShares Ultra Yen:

As of June 30, 2011, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2011, which are sensitive to exchange rate price risk.

Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International		Long		07/08/11		324,120,000			0.012421	$	4,025,945
Yen	UBS AG		Long		07/08/11		234,410,000			0.012421	$	2,911,643
Yen	Goldman Sachs International		Short		07/08/11		(4,300,000	)		0.012421		(53,411	)
Yen	UBS AG		Short		07/08/11		(10,490,000	)		0.012421		(130,298	)

The June 30, 2011 USD market value equals the number of Yen multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

Foreign Currency Forward Contracts


Reference Currency	Counterparty		Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen		Goldman Sachs International		Long		07/02/10		409,000,000			0.011310	$	4,625,954
Yen		UBS AG		Long		07/02/10		348,900,000			0.011310		3,946,199
Yen		Goldman Sachs International		Long		07/16/10		409,000,000			0.011310		4,625,954
Yen		UBS AG		Long		07/16/10		348,900,000			0.011310		3,946,199
Yen		Goldman Sachs International		Short		07/02/10		(409,000,000	)		0.011310		(4,625,954	)
Yen		UBS AG		Short		07/02/10		(348,900,000	)		0.011310		(3,946,199	)

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

ProShares UltraShort Yen:

As of June 30, 2011, the ProShares UltraShort Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2011, which are sensitive to exchange rate price risk.

Foreign Currency Forward Contracts


Reference Currency	Counterparty	Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International		Long		07/08/11		2,235,880,000			0.012421	$	27,772,213
Yen	UBS AG		Long		07/08/11		6,524,880,000			0.012421		81,046,549
Yen	Goldman Sachs International		Short		07/08/11		(31,837,740,000	)		0.012421		(395,461,518	)
Yen	UBS AG		Short		07/08/11		(34,312,880,000	)		0.012421		(426,205,617	)

The June 30, 2011 USD market value equals the number of Yen multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for

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periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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

Foreign Currency Forward Contracts


Reference Currency	Counterparty		Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen		Goldman Sachs International		Long		07/02/10		14,174,880,000			0.011310	$	160,323,562
Yen		UBS AG		Long		07/02/10		14,601,420,000			0.011310		165,147,901
Yen		UBS AG		Long		07/16/10		151,200,000			0.011310		1,710,132
Yen		Goldman Sachs International		Short		07/02/10		(14,174,880,000	)		0.011310		(160,323,562	)
Yen		UBS AG		Short		07/02/10		(14,601,420,000	)		0.011310		(165,147,901	)
Yen		Goldman Sachs International		Short		07/16/10		(12,675,790,000	)		0.011310		(143,368,255	)
Yen		UBS AG		Short		07/16/10		(13,146,220,000	)		0.011310		(148,689,006	)

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

Equity Market Volatility Sensitivity

ProShares VIX Short-Term Futures ETF

As of June 30, 2011, the ProShares VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of June 30, 2011, which are sensitive to equity market volatility risk.

Futures Positions


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX (CBOE)		Long		July 2011		1,280	$	17.70		1,000	$	22,656,000
VIX (CBOE)		Long		August 2011		1,278		18.75		1,000		23,962,500

ProShares VIX Mid-Term Futures ETF

As of June 30, 2011, the ProShares VIX Mid-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of June 30, 2011, which are sensitive to equity market volatility risk.

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Futures Positions


Contract	Long or Short		Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX (CBOE)		Long	October 2011		101	$	22.00		1,000	$	2,222,000
VIX (CBOE)		Long	November 2011		203		22.55		1,000		4,577,650
VIX (CBOE)		Long	December 2011		204		22.70		1,000		4,630,800
VIX (CBOE)		Long	January 2012		101		24.30		1,000		2,454,300

Qualitative Disclosure

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

Primary Market Risk Exposure

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

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

As described above in Item 2 of this Quarterly Report on Form 10-Q, trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contracts or forward agreements into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it is required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

Commodity Price Sensitivity

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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.

Additionally, 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 Financial Instruments 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.

Equity Market Volatility Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each VIX 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. Several factors may affect the price and/or liquidity of VIX futures contracts and other assets, if any, owned by a VIX Fund. The impact of changes in the price of these assets will affect investors differently depending upon the Fund in which investors invest.

Managing Market Risks

Each Fund seeks to remain fully exposed to the corresponding benchmark at the levels implied by the relevant investment objective (1x, 2x, -1x or -2x), regardless of market direction or sentiment. At the close of the relevant markets each trading day (see NAV calculation times), each Fund will seek to position its portfolio so that its exposure to its benchmark is consistent with its investment objective. As described above in Item 2 of this Quarterly Report on Form 10-Q, these adjustments are 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. Factors common to all Funds that may require portfolio re-positioning are create/redeem activity and index rebalances.

For Geared Funds, the impact of the Index’s movements during the day also affects whether the Fund’s portfolio needs to be re-positioned. For example, if the Index for an Ultra Fund has risen on a given day, net assets of the Fund should rise, meaning that the Fund’s long exposure will need to be increased to the extent there are not offsetting factors such as redemption activity. Conversely, if the Index has fallen on a given day, net assets of an Ultra Fund should fall, meaning the Fund’s long exposure will generally need to be decreased. Net assets for Short Funds will generally decrease when the Index rises on a given day, meaning the Fund’s short exposure may need to be decreased. Conversely if the Index has fallen on a given day, a Short Fund’s assets should rise, meaning its short exposure may need to be increased.

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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 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, limiting the net amount due from any individual counterparty, and generally requiring that the counterparty post collateral with respect to amounts owed to the Funds, marked to market daily.

Most Financial Instruments held by the Funds are “unfunded” meaning that the Fund will obtain exposure to the corresponding benchmark while still being in possession of its original cash assets. The cash positions that result from use of such Financial Instruments are held in a manner to minimize both interest rate and credit risk. During the reporting period, cash positions were maintained in a non-interest bearing demand deposit account. The Funds also invest a portion of this cash in cash equivalents (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities).

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 Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of June 30, 2011, 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 Trust and 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 Trust’s or the Funds’ internal control over financial reporting that occurred during the quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Trust’s or the Funds’ internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1.

Legal Proceedings.

Item 1A.

Risk Factors.

There has not been a material change to the Risk Factors previously disclosed in Part I, Item 1A in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2010 and Part II, Item 1A in the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

(a)

None.

(b)

The Trust initially registered Shares on Form S-1 (No. 333-146801), which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on Form S-1 (No. 333-156888), which was declared effective on February 13, 2009. The Trust terminated these two offerings before the sale of all Shares registered and re-allocated the remaining amount of the Shares registered among the Funds pursuant to its Registration Statement on Form S-3 (No. 333-163511), which became effective on December 4, 2009, and registered additional Shares and Funds pursuant to Post-Effective Amendments to that Registration Statement, which became effective on May 28, 2010 and December 23, 2010. Additional amounts were registered pursuant to subsequent Prospectus Supplements, which aggregate total amounts are reflected in the “Amount Registered” column below. 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 Leveraged Fund continuously offers and redeems its Shares in blocks of 50,000 Shares. Each VIX Fund continuously offers and redeems its Shares in blocks of 25,000 Shares.


Title of Securities Registered	Amount Registered		Shares Sold for the three months ended June 30, 2011		Sale Price of Shares Sold for the three months ended June 30, 2011
ProShares Ultra DJ-UBS Commodity Common Units of Beneficial Interest	$	300,000,000		—	$	—
ProShares UltraShort DJ-UBS Commodity Common Units of Beneficial Interest	$	500,000,000		1,750,000	$	83,123,025
ProShares Ultra DJ-UBS Crude Oil Common Units of Beneficial Interest	$	3,000,000,000		7,900,000	$	349,316,382
ProShares UltraShort DJ-UBS Crude Oil Common Units of Beneficial Interest	$	1,500,000,000		4,350,000	$	182,280,150

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ProShares Short DJ-UBS Natural Gas Common Units of Beneficial Interest	$	1,000,000,000	—	$	—
ProShares Ultra Gold Common Units of Beneficial Interest	$	1,000,000,000	300,000	$	24,272,201
ProShares Short Gold Common Units of Beneficial Interest	$	500,000,000	—	$	—
ProShares UltraShort Gold Common Units of Beneficial Interest	$	1,000,000,000	950,000	$	22,973,276
ProShares Ultra Silver Common Units of Beneficial Interest	$	2,000,000,000	1,800,000	$	397,487,054
ProShares UltraShort Silver Common Units of Beneficial Interest	$	2,100,000,000	41,100,000	$	704,930,954
ProShares Ultra Euro Common Units of Beneficial Interest	$	500,000,000	—	$	—
ProShares UltraShort Euro Common Units of Beneficial Interest	$	2,103,506,872	16,200,000	$	281,392,056
ProShares Ultra Yen Common Units of Beneficial Interest	$	500,000,000	—	$	—
ProShares UltraShort Yen Common Units of Beneficial Interest	$	1,300,000,000	2,750,000	$	42,048,858
ProShares VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	800,000,000	1,450,000	$	75,845,453
ProShares VIX Mid-Term Futures ETF Common Units of Beneficial Interest	$	500,000,000	325,000	$	21,205,650
Total:	$	18,603,506,872	78,875,000	$	2,184,875,059

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(c)	From April 1, 2011 through June 30, 2011, the number of Shares redeemed and average price per Share for each Fund were as follows:


Fund	Total Number of Shares Redeemed		Average Price Per Share
ProShares Ultra DJ-UBS Commodity
04/01/11 to 04/30/11		—	$	—
05/01/11 to 05/31/11		—		—
06/01/11 to 06/30/11		50,000		32.20
ProShares UltraShort DJ-UBS Commodity
04/01/11 to 04/30/11		—		—
05/01/11 to 05/31/11		—		—
06/01/11 to 06/30/11		1,200,000		44.43
ProShares Ultra DJ-UBS Crude Oil
04/01/11 to 04/30/11		1,650,000		61.81
05/01/11 to 05/31/11		800,000		49.50
06/01/11 to 06/30/11		200,000		49.50
ProShares UltraShort DJ-UBS Crude Oil
04/01/11 to 04/30/11		—		—
05/01/11 to 05/31/11		3,700,000		46.42
06/01/11 to 06/30/11		650,000		47.83
ProShares Ultra Gold
04/01/11 to 04/30/11		—		—
05/01/11 to 05/31/11		150,000		78.76
06/01/11 to 06/30/11		—		—
ProShares UltraShort Gold
04/01/11 to 04/30/11		—		—
05/01/11 to 05/31/11		—		—
06/01/11 to 06/30/11		—		—
ProShares Ultra Silver
04/01/11 to 04/30/11		400,000		257.76
05/01/11 to 05/31/11		300,000		206.38
06/01/11 to 06/30/11		500,000		187.87
ProShares UltraShort Silver
04/01/11 to 04/30/11		—		—
05/01/11 to 05/31/11		10,250,000		20.16
06/01/11 to 06/30/11		1,300,000		19.22
ProShares Ultra Euro
04/01/11 to 04/30/11		—		—
05/01/11 to 05/31/11		—		—
06/01/11 to 06/30/11		—		—
ProShares UltraShort Euro
04/01/11 to 04/30/11		—		—
05/01/11 to 05/31/11		350,000		17.12
06/01/11 to 06/30/11		—		—
ProShares Ultra Yen
04/01/11 to 04/30/11		—		—
05/01/11 to 05/31/11		—		—
06/01/11 to 06/30/11		—		—
ProShares UltraShort Yen
04/01/11 to 04/30/11		1,400,000		16.24
05/01/11 to 05/31/11		—		—
06/01/11 to 06/30/11		450,000		15.13
ProShares VIX Short-Term Futures ETF
04/01/11 to 04/30/11		—		—
05/01/11 to 05/31/11		150,000		51.12
06/01/11 to 06/30/11		775,000		50.45
ProShares VIX Mid-Term Futures ETF
04/01/11 to 04/30/11		25,000		69.03
05/01/11 to 05/31/11		175,000		61.71
06/01/11 to 06/30/11		—		—
Total:		24,475,000		41.12

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Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

(Removed and Reserved).

Item 5.

Other Information.

None.

Item 6.

Exhibits.


Exhibit No.		Description of Document
31.1		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
31.2		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
32.1		Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
32.2		Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
101.INS		XBRL Instance Document(3)
101.SCH		XBRL Taxonomy Extension Schema(3)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase(3)
101.DEF		XBRL Taxonomy Extension Definition Linkbase(3)
101.LAB		XBRL Taxonomy Extension Label Linkbase(3)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase(3)

(1)	Filed herewith.

(2)	Furnished herewith.

(3)	The information in these exhibits will be furnished within 30 days after the earlier of the due date or filing date of this quarterly report on Form 10-Q by an amendment to this quarterly report on Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PROSHARES TRUST II

/s/ Louis Mayberg

By: Louis Mayberg

Principal Executive Officer

Date: August 9, 2011

/s/ Edward Karpowicz

By: Edward Karpowicz

Principal Financial Officer

Date: August 9, 2011