Fund Description: ProShares Ultra MSCI Emerging Markets is an exchange-traded index fund or Index ETF which is a separate investment portfolio of the ProShares Trust, an investment management company. INVESTMENT OBJECTIVE: ProShares Ultra MSCI Emerging Markets seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the MSCI Emerging Markets Index. The Fund does not seek to achieve its stated investment objective over a period of time greater than one day. This means that the return of the 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 twice the return of the MSCI Emerging Markets Index for that period. The Fund is different from most exchange-traded funds in that it seeks leveraged returns and only on a daily basis. The Fund should be used only by knowledgeable investors who understand the potential consequences of seeking daily leveraged investment results and should actively monitor their investments as frequently as daily. INDEX DESCRIPTION: The MSCI Emerging Markets Index includes 85% of free float-adjusted market capitalization in each industry group in emerging market countries. As of June 30, 2009, the Index consisted of the following 25 emerging market country indexes: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey. As of June 30, 2009, the Index included companies with capitalizations between $252 million and $60 billion. The average capitalization of the companies comprising the Index was approximately $3 billion. The Index is published under the Bloomberg ticker symbol MXEF. FUND STRATEGY: The Fund invests in equity securities and derivatives that ProShare Advisors believes, in combination, should have similar daily performance characteristics as twice (200%) the daily return of the Index. Assets of the Fund not invested in equity securities, depositary receipts or derivatives will typically be held in money market instruments. In seeking to achieve each Fund’s investment objective, a mathematical approach to investing is used which determines the type, quantity and mix of investment positions that a Fund should hold to approximate the performance of the Index. A sampling process involves selecting a representative sample of securities in an index principally to enhance liquidity and reduce transaction costs while seeking to maintain high correlation with, and similar aggregate characteristics to, the Index. At the close of the markets each trading day, the Fund will seek to position its portfolio so that the Fund’s exposure to the Index is consistent with the Fund’s investment objective. The impact of the Index’s movements during the day will determine whether the Fund’s portfolio needs to be re-positioned. FUND MANAGEMENT: ProShare Advisors serves as the investment advisor and provides investment advice and management services to the Fund.