SH ProShares Short S&P500 New

Investment Objectives

Each series of ProShares (each, a “Fund” and, collectively, the “Funds”) is designed to seek daily investment results that, before fees and expenses, correspond to the performance of a daily benchmark such as the daily price performance, the inverse (opposite) of the daily price performance, a multiple of the daily price performance, or a multiple of the inverse (opposite) of the daily price performance, of an index or security. Ultra ProShares are designed to correspond to a multiple of the daily performance of an underlying index. Short ProShares are designed to correspond to the inverse of the daily performance or twice (200%) the inverse of the daily performance of an underlying index. The Funds do not seek to achieve their stated investment objective over a period of time greater than one day. Each Fund’s investment objective is non-fundamental, meaning it may be changed by the Board of Trustees of ProShares Trust (the “Board”), without the approval of Fund shareholders. Each Fund reserves the right to substitute a different index or security for the index underlying its benchmark.

Principal Investment Strategies

In seeking to achieve each Fund’s investment objective, ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that a Fund should hold to approximate the performance of its benchmark. The Funds employ investment techniques that ProShare Advisors believes should simulate the movement of their respective benchmarks.

A Fund may hold a representative sample of the securities in the underlying index, which is intended to have aggregate characteristics similar to those of the underlying index. This “sampling” process typically 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 (e.g., market capitalization and industry weightings) to, the underlying index. In addition, a Fund may obtain exposure to components not included in the underlying index, invest in securities that are not included in the underlying index or overweight or underweight certain components contained in the underlying index.

ProShare Advisors does not invest the assets of the Funds in securities or financial instruments based on ProShare Advisors’ view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional stock research or analysis, or forecast stock market movement or trends, in managing the assets of the Funds. Each Fund seeks to remain fully invested at all times in securities and/or financial instruments that provide exposure to its underlying index without regard to market conditions, trends or direction. The Funds do not take temporary defensive positions.

Strategies Specific to the Ultra ProShares

Each Ultra ProShares invests in equity securities and/or financial instruments (including derivatives) that ProShare Advisors believes, in combination, should have

similar daily return characteristics as twice (200%) the daily return of the underlying index.

Because most exchange traded funds are investment companies, absent exemptive relief, investment in such funds generally would be limited under applicable federal statutory provisions. Those provisions restrict a fund’s investment in the shares of another investment company to up to 5% of its assets (which may represent no more than 3% of the securities of such other investment company) and limit aggregate investments in all investment companies to 10% of assets. A Fund may invest in certain exchange traded funds in excess of the statutory limit in reliance on an exemptive order issued to those entities and pursuant to procedures approved by the Board provided that it complies with the conditions of the exemptive relief, as they may be amended, and any other applicable investment limitations.

Pursuant to an exemptive order received from the U.S. Securities and Exchange Commission (the “SEC”), each Ultra ProShares has committed to invest between 85% and 100% of its assets in the securities comprising the underlying index. This commitment is in addition to any requirements of the SEC “names rule” (Rule 35d-1 under the Investment Company Act of 1940, as amended (the “1940 Act”)). For those Ultra ProShares subject to the names rule, each such Fund commits to invest at least 80% of its assets (i.e., net assets plus borrowings for investment purposes), under normal circumstances, in equity securities contained in the underlying index and/or financial instruments that, in combination, should have similar economic characteristics.

In addition, each Ultra ProShares may use other securities, financial instruments and techniques in pursuit of its investment objective. Assets of the Ultra ProShares not invested in equity securities or financial instruments may be invested in debt instruments and/or money market instruments, including repurchase agreements.

Strategies Specific to the Short ProShares

The Short ProShares invest in financial instruments (including derivatives) that ProShare Advisors believes, in combination, should have similar daily return characteristics as the inverse (opposite) or a multiple of the inverse of the underlying index. These instruments include:

The Short ProShares also may make short sales “against the box,” i.e., when a security identical to or convertible or exchangeable into one owned by a Fund is borrowed and sold short. Whenever a Fund engages in short sales, it earmarks or segregates cash or liquid securities in an amount that, when combined with the amount of collateral deposited with the broker in connection with the short sale, equals the current market value of the security sold short. The earmarked or segregated assets are marked to market daily.

Because most exchange traded funds are investment companies, absent exemptive relief, investment in such funds generally would be limited under applicable federal statutory provisions. Those provisions restrict a fund’s investment in the shares of any particular investment company to up to 5% of its assets (which may represent no more than 3% of the securities of such other investment company) and limit aggregate investments in all investment companies to 10% of assets. A Fund may invest in certain exchange traded funds in excess of the statutory limit in reliance on an exemptive order issued to those entities and pursuant to procedures approved by the Board, subject to the conditions of the exemptive relief, as they may be amended, and any other applicable investment limitations.

In addition, each Short ProShares may use other financial instruments and techniques in pursuit of its investment objective. Assets of the Short ProShares not invested in financial instruments may be invested in debt instruments and/or money market instruments,

including repurchase agreements. Short ProShares generally do not invest in equity securities such as common stock. For those Short ProShares subject to the names rule discussed above, each such Fund commits at least 80% of assets (i.e., net assets plus borrowings for investment purposes), under normal circumstances, to investments with economic characteristics inverse to those of the underlying index.

Principal Risks

Like all investments, investing in the Funds entails risks. Many factors affect the value of an investment in a Fund. A Fund’s NAV will change daily based on variations in market conditions, interest rates and other economic, political or financial developments. The impact of these developments on a Fund will depend upon the types of securities in which the Fund invests, the Fund’s level of investment in particular issuers and other factors, including the financial condition, industry, economic sector and location of such issuers.

The factors most likely to have a significant impact on a Fund’s portfolio are called “principal risks.” The principal risks for each Fund are noted in each Fund description and described below. Some risks apply to all Funds, while others are specific to the investment strategies of certain Funds, as indicated below. The Statement of Additional Information (“SAI”) contains additional information about the Funds, their investment strategies and related risks. Each Fund may be subject to risks in addition to those identified as principal risks.

The Funds are “leveraged” funds in the sense that they have investment objectives to match the inverse, a multiple, 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 these Funds’ use of leverage, which is that for periods greater than one day, the use of leverage tends to cause the performance of a Fund to be either greater than or less than the index performance (or the inverse of the index performance) times the stated multiple in the Fund objective, before accounting for fees and fund expenses.

The three graphs that follow illustrate this point. Each of the three graphs shows a simulated hypothetical one year performance of an index compared with the performance of a fund that perfectly achieves its investment objective of twice (200%) the

daily index returns. The graphs demonstrate that, for periods greater than one day, a leveraged Fund is likely to underperform or over-perform (but not match) the index performance (or the inverse of the index performance) times the stated multiple in the Fund objective.

To isolate the impact of leverage, these graphs assume a) no dividends paid by the companies included on the index; b) no fund expenses; and c) borrowing/lending rates (to obtain required leverage) of zero percent. If these costs and expenses were included, the fund’s performance would be lower than that shown. Each of the graphs also assumes a volatility rate of 15%, which is an approximate average of the five-year historical volatility rate of the S&P500 ^® Index, S&P MidCap 400 ^TM Index, Russell 2000 ^® Index, NASDAQ-100 ^® Index and Dow Jones Industrial Average ^TM . An index’s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of an index. Other indexes to which the Funds are benchmarked have different historical volatility rates; certain of the Funds’ historical volatility rates are substantially in excess of 15%.

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Please see the SAI for a further discussion of how both index volatility and index performance can impact Fund performance, including tables relating to the short ProShares.

A Fund’s ability to achieve its investment objectives also may be affected by factors related to its ability to obtain information about foreign investments. In many foreign countries, there is less publicly available information about issuers than is available in reports about U.S. issuers. Markets for foreign investments are usually not subject to the degree of government supervision and regulation that exists for U.S. investments. Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards, and auditing practices and requirements may not be comparable to those applicable to U.S. issuers. Furthermore, the issuers of foreign investments may be closely controlled by a small number of families, institutional investors or foreign governments whose investment decisions might be difficult to predict. To the extent a Fund’s assets are exposed to contractual and other legal obligations in a foreign country, e.g., swap agreements with foreign counterparties, these factors may affect the Fund’s ability to achieve its investment objectives. A Fund may encounter difficulties or be unable to pursue legal remedies

and obtain judgments in foreign courts. In some countries, information about decisions of the judiciary, other government branches, regulatory agencies and tax authorities may be less transparent than decisions by comparable institutions in the U.S., particularly in countries that are politically dominated by a single party or individual. Moreover, enforcement of such decisions may be inconsistent or uncertain.

Foreign investments also may be more susceptible to political, social, economic and regional factors than might be the case for U.S. securities. These factors include the effect of (i) expropriation, nationalization or confiscatory taxation of foreign investments; (ii) changes in credit conditions related to foreign counterparties, including foreign governments and foreign financial institutions; (iii) trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures; and (iv) increased correlation between the value of foreign investments and changes in the commodities markets. To the extent a Fund focuses its investments on a particular country or region, the Fund’s ability to meet its investment objectives may be especially subject to factors and developments related to such country or region.

In addition, a Fund’s investments in foreign investments that are related to developing (or “emerging market”) countries may be particularly volatile due to the aforementioned factors.

On September 18, 2008, the U.S. Securities and Exchange Commission issued an emergency order that temporarily prohibits any person from effecting short sales in the publicly traded securities of certain financial firms. The Short ProShares shall be prohibited from effecting short sales in the securities of the companies identified by or under the emergency order or any subsequent order. A Fund may effect short sales in such securities only upon the termination or expiration of any applicable orders. The order has limited the ability of those ProShares whose Underlying Indexes contain stocks of financial companies that are the subject of the order to employ certain portfolio techniques, including the use of Financial Instruments. As a result, such Funds have employed, and may continue to employ, alternative investment strategies in pursuit of their investment objectives. These conditions, and unsettled financial market conditions generally, may increase these Funds’ Correlation Risk and Market Price Variance Risk.

Additional Securities, Instruments and Strategies

This section describes additional securities, instruments and strategies that may be utilized by a Fund.

A Fund may also use particular leveraged investment techniques as part of a strategy designed to reduce, or “hedge,” exposure to other risks. For example, a Fund may use various strategies designed to limit the risk of price fluctuations of its portfolio and to preserve capital, which may include purchasing securities with respect to which the Fund has taken a short position. See Short Sales and Short Sale Risk. Additional leveraged investment techniques may include the use by the Short ProShares of direct investment in equity securities or the use by a Fund of a customized basket of securities that do not necessarily include

any of the securities contained in the underlying index. Note, however, that use of hedging techniques may involve additional costs and risks to a Fund. For example, the successful use of hedging techniques may be adversely affected by imperfect correlation between movements in the price of the securities purchased to hedge and the securities being sold short.

Special Risks of Exchange-Traded Funds

Not Individually Redeemable Shares may be redeemed by a Fund at NAV only in large blocks known as Creation Units. You may incur brokerage costs purchasing enough Shares to constitute a Creation Unit.

Trading Issues Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange may be halted due to extraordinary market volatility or other reasons. There can be no assurance that Shares will continue to meet the listing requirements of the Exchange, and the listing requirements may be amended from time to time.

Precautionary Notes

A Precautionary Note to Retail Investors The Depository Trust Company (“DTC”), a limited trust company and securities depositary that serves as a national clearinghouse for the settlement of trades for its participating

banks and broker-dealers, or its nominee will be the registered owner of all outstanding Shares of each Fund. Your ownership of Shares will be shown on the records of DTC and the DTC Participant broker through whom you hold the Shares. PROSHARES TRUST WILL NOT HAVE ANY RECORD OF YOUR OWNERSHIP. Your account information will be maintained by your broker, who will provide you with account statements, confirmations of your purchases and sales of Shares, and tax information. Your broker also will be responsible for ensuring that you receive shareholder reports and other communications from the Fund whose Shares you own. Typically, you will receive other services (e.g., average cost information) only if your broker offers these services.

A Precautionary Note to Purchasers of Creation Units You should be aware of certain legal risks unique to investors purchasing Creation Units directly from the issuing Fund. Because new Shares may be issued on an ongoing basis, a “distribution” of Shares could be occurring at any time. As a dealer, certain activities on your part could, depending on the circumstances, result in your being deemed a participant in the distribution, in a manner that could render you a statutory underwriter and subject you to the prospectus delivery and liability provisions of the Securities Act of 1933, as amended (the “Securities Act”). For example, you could be deemed a statutory underwriter if you purchase Creation Units from an issuing Fund, break them down into the constituent Shares, and sell those Shares directly to customers, or if you choose to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s activities, and the examples mentioned here should not be considered a complete description of all the activities that could cause you to be deemed an underwriter. Dealers who are not “underwriters,” but are participating in a distribution (as opposed to engaging in ordinary secondary market transactions), and thus dealing with Shares as part of an “unsold allotment” within the meaning of Section 4(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the Securities Act.

A Precautionary Note to Investment Companies For purposes of the 1940 Act, each Fund is a registered investment company, and the acquisition of Shares by other investment companies is subject to the restrictions of Section 12(d)(1) thereof.

The Trust and the Funds have obtained an exemptive order from the SEC allowing a registered investment company to invest in a Fund beyond the limits of Section 12(d)(1) subject to certain conditions, including that a registered investment company enters into a Participation Agreement with ProShares Trust regarding the terms of the investment. Any investment company considering purchasing shares of a Fund in amounts that would cause it to exceed the restrictions of Section 12(d)(1) should contact the Trust.

A Precautionary Note Regarding Unusual Circumstances ProShares Trust can postpone payment of redemption proceeds for any period during which (1) the New York Stock Exchange (the “NYSE”) is closed other than customary weekend and holiday closings, (2) trading on the

NYSE is restricted, as determined by the SEC, (3) any emergency circumstances exist, as determined by the SEC or (4) the SEC by order permits for the protection of shareholders of a Fund.

Underlying Indexes

The Funds have entered into licensing agreements for the use of the indexes underlying their benchmarks (each, an “Index”). A description of the Indexes currently underlying the Funds’ benchmarks follows:

ProShares Ultra SmallCap600, ProShares Short SmallCap600 and ProShares UltraShort SmallCap600 :

The  S&P SmallCap 600™ Index is a measure of small-cap company U.S. stock market performance. It is a float adjusted market capitalization weighted index of 600 U.S. operating companies. Securities are selected for inclusion in the index by an S&P committee through a nonmechanical process that factors criteria such as liquidity, price, market capitalization, financial viability, and public float. As of June 30, 2008, the S&P SmallCap 600 Index included companies with capitalizations between $34 million and $4 billion. The average capitalization of the companies comprising the Index was approximately $819 million.

ProShares Ultra Russell2000, ProShares Short Russell2000 and ProShares UltraShort Russell2000 :

The Russell 2000 ^® Index is a measure of small-cap U.S. stock market performance. It is a float adjusted market capitalization weighted index containing approximately 2000 of the smallest companies in the Russell 3000 ^® Index or approximately 8% of the total market capitalization of the Russell 3000 ^® Index, which in turn represents approximately 98% of the investable U.S. equity market. All U.S. companies listed on the NYSE, AMEX or NASDAQ meeting an initial minimum ($1) price are considered for inclusion. Reconstitution occurs annually. Securities are not replaced if they leave the index, however, new issue securities meeting other membership requirements may be added on a quarterly basis. As of June 30, 2008, the Russell 2000 Index included companies with capitalizations between $77 million and $13 billion. The average capitalization of the companies comprising the Index was approximately $644 million.

ProShares Ultra Basic Materials and ProShares UltraShort Basic Materials :

The Dow Jones U.S. Basic Materials ^SM Index measures the performance of the basic materials industry of the U.S. equity market. Component companies are involved in the production of aluminum, steel, non ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal. As of June 30, 2008, the Dow Jones U.S. Basic Materials Index included companies with capitalizations between $247 million and $68 billion. The average capitalization of the companies comprising the Index was approximately $8 billion.

ProShares Ultra Consumer Goods and ProShares UltraShort Consumer Goods :

The Dow Jones U.S. Consumer Goods ^SM Index measures the performance of consumer spending in the goods industry of the U.S. equity market. Component companies include automobiles and auto parts and tires,

brewers and distillers, farming and fishing, durable and non-durable household product manufacturers, cosmetic companies, food and tobacco products, clothing, accessories and footwear. As of June 30, 2008, the Dow Jones U.S. Consumer Goods Index included companies with capitalizations between $301 million and $187 billion. The average capitalization of the companies comprising the Index was approximately $8 billion.

ProShares Ultra Consumer Services and ProShares UltraShort Consumer Services :

The Dow Jones U.S. Consumer Services ^SM Index measures the performance of consumer spending in the services industry of the U.S. equity market. Component companies include airlines, broadcasting and entertainment, apparel and broadline retailers, food and drug retailers, media agencies, publishing, gambling, hotels, restaurants and bars, and travel and tourism. As of June 30, 2008, the Dow Jones U.S. Consumer Services Index included companies with capitalizations between $162 million and $137 billion. The average capitalization of the companies comprising the Index was approximately $6 billion.

ProShares Ultra Financials, ProShares Short Financials and ProShares UltraShort Financials :

The Dow Jones U.S. Financials ^SM Index measures the performance of the financial services industry of the U.S. equity market. Component companies include regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly in real estate; diversified financial companies such as Fannie Mae, credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges. As of June 30, 2008, the Dow Jones U.S. Financials Index included companies with capitalizations between $62 million and $118 billion. The average capitalization of the companies comprising the Index was approximately $7 billion.

ProShares Ultra Health Care and ProShares UltraShort Health Care :

The Dow Jones U.S. Health Care ^SM Index measures the performance of the healthcare industry of the U.S. equity market. Component companies include health care providers, biotechnology companies, medical supplies, advanced medical devices and pharmaceuticals. As of June 30, 2008, the Dow Jones U.S. Health Care Index included companies with capitalizations between $277 million and $82 billion. The average capitalization of the companies comprising the Index was approximately $11 billion.

ProShares Ultra Industrials and ProShares UltraShort Industrials :

The Dow Jones U.S. Industrials ^SM Index measures the performance of the industrial industry of the U.S. equity market. Component companies include building materials, heavy construction, factory equipment, heavy machinery, industrial services, pollution control, containers and packaging, industrial diversified, air freight, marine transportation, railroads, trucking, land-transportation equipment, shipbuilding, transportation services, advanced industrial equipment, electric components and equipment, and aerospace. As of

June 30, 2008, the Dow Jones U.S. Industrials Index included companies with capitalizations between $226 million and $267 billion. The average capitalization of the companies comprising the Index was approximately $7 billion.

ProShares Ultra Oil & Gas, ProShares Short Oil & Gas and ProShares UltraShort Oil & Gas :

The Dow Jones U.S. Oil & Gas ^SM Index measures the performance of the oil and gas industry of the U.S. equity market. Component companies include oil drilling equipment and services, oil companies-major, oil companies-secondary, pipelines, liquid, solid or gaseous fossil fuel producers and service companies. As of June 30, 2008, the Dow Jones U.S. Oil & Gas Index included companies with capitalizations between $212 million and $474 billion. The average capitalization of the companies comprising the Index was approximately $21 billion.

ProShares Ultra Real Estate and ProShares UltraShort Real Estate:

The Dow Jones U.S. Real Estate ^SM Index measures the performance of the real estate sector of the U.S. equity market. Component companies include those that invest directly or indirectly through development, management or ownership of shopping malls, apartment buildings and housing developments; and real estate investment trusts (“REITs”) that invest in apartments, office and retail properties. REITs are passive investment vehicles that invest primarily in income-producing real estate or real estate related loans or interests. As of June 30, 2008, the Dow Jones U.S. Real Estate Index included companies with capitalizations between $370 million and $20 billion. The average capitalization of the companies comprising the Index was approximately $3 billion.

ProShares Ultra Semiconductors and ProShares UltraShort Semiconductors:

The Dow Jones U.S. Semiconductor ^SM Index measures the performance of the semiconductor subsector of the U.S. equity market. Component companies are engaged in the production of semiconductors and other integrated chips, as well as other related products such as semiconductor capital equipment and mother-boards. As of June 30, 2008, the Dow Jones U.S. Semiconductor Index included companies with capitalizations between $198 million and $123 billion. The average capitalization of the companies comprising the Index was approximately $6 billion.

ProShares Ultra Technology and ProShares UltraShort Technology:

The Dow Jones U.S. Technology ^SM Index measures the performance of the technology industry of the U.S. equity market. Component companies include those involved in computers and office equipment, software, communications technology, semiconductors, diversified technology services and Internet services. As of June 30, 2008, the Dow Jones U.S. Technologies Index included companies with capitalizations between $198 million and $229 billion. The average capitalization of the companies comprising the Index was approximately $10 billion.

ProShares Ultra Telecommunications and ProShares UltraShort Telecommunications:

The Dow Jones U.S. Select Telecommunications ^SM Index is a measure of U.S. stock market performance of fixed- line (regional and long-distance carriers) and mobile telephone services (cellular, satellite and paging services). As of June 30, 2008, the Index included companies with capitalizations between $408 million and $200 billion. The average capitalization of the companies comprising the Index was approximately $20 billion.

ProShares Ultra Utilities and ProShares UltraShort Utilities:

The Dow Jones U.S. Utilities ^SM Index measures the performance of the utilities industry of the U.S. equity market. Component companies include electric utilities, gas utilities and water utilities. As of June 30, 2008, the Dow Jones U.S. Utilities Index included companies with capitalizations between $834 million and $59 billion. The average capitalization of the companies comprising the Index was approximately $8 billion.

ProShares Ultra Russell1000 Value and ProShares UltraShort Russell1000 Value:

The Russell 1000 ^® Value Index is designed to provide a comprehensive measure of large-cap U.S. equity “value” performance. It is an unmanaged, float-adjusted, market capitalization weighted index comprised of stocks representing approximately half the market capitalization of the Russell 1000 Index that have been identified as being on the value end of the growth value spectrum. As of June 30, 2008, the Russell 1000 Value Index included companies with capitalizations between $757 million and $466 billion. The average capitalization of the companies comprising the Index was approximately $13 billion.

ProShares Ultra Russell1000 Growth and ProShares UltraShort Russell1000 Growth:

The Russell 1000 ^® Growth Index is designed to provide a comprehensive measure of large-cap U.S. equity “growth” performance. It is an unmanaged, float-adjusted, market capitalization weighted index comprised of stocks representing approximately half the market capitalization of the Russell 1000 Index that have been identified as being on the growth end of the growth-value spectrum. As of June 30, 2008, the Russell 1000 Growth Index included companies with capitalizations between $757 million and $466 billion. The average capitalization of the companies comprising the Index was approximately $15 billion.

ProShares Ultra Russell MidCap Value and ProShares UltraShort Russell MidCap Value:

The Russell Midcap ^TM Value Index is designed to provide a comprehensive measure of mid-cap U.S. equity “value” performance. It is an unmanaged, float-adjusted, market capitalization weighted index comprised of stocks representing approximately half the market capitalization of the Russell Midcap Index that have been identified as being on the value end of the growth-value spectrum. As of June 30, 2008, the Russell Midcap Value Index included companies with capitalizations between $757 million and $18 billion. The average capitalization of the companies comprising the Index was approximately $5 billion.

ProShares Ultra Russell MidCap Growth and ProShares UltraShort Russell MidCap Growth : The Russell Midcap ^® Growth Index is designed to provide a comprehensive measure of mid-cap U.S. equity “growth” performance. It is an unmanaged, float-adjusted, market capitalization weighted index comprised of stocks representing approximately half the market capitalization of the Russell Midcap Index that have been identified as being on the growth end of the growth-value spectrum. As of June 30, 2008, the Russell Midcap Growth Index included companies with capitalizations between $757 million and $21 billion. The average capitalization of the companies comprising the Index was approximately $6 billion.

ProShares Ultra Russell2000 Value and ProShares UltraShort Russell2000 Value:

The Russell 2000 ^® Value Index is designed to provide a comprehensive measure of small-cap U.S. equity “value” performance. It is an unmanaged, float-adjusted, market capitalization weighted index comprised of stocks representing approximately half the market capitalization of the Russell 2000 Index that have been identified as being on the value end of the growth-value spectrum. As of June 30, 2008, the Russell 2000 Value Index included companies with capitalizations between $77 million and $4 billion. The average capitalization of the companies comprising the Index was approximately $600 million.

ProShares Ultra Russell2000 Growth and ProShares UltraShort Russell2000 Growth:

The Russell 2000 ^® Growth Index is designed to provide a comprehensive measure of small-cap U.S. equity “growth” performance. It is an unmanaged, float-adjusted, market capitalization weighted index comprised of stocks representing approximately half the market capitalization of the Russell 2000 Index that have been identified as being on the growth end of the growth-value spectrum. As of June 30, 2008, the Russell 2000 Growth Index included companies with capitalizations between $80 million and $13 billion. The average capitalization of the companies comprising the Index was approximately $699 billion.

ProShares Ultra S&P500, ProShares Short S&P500 and ProShares UltraShort S&P500:

The S&P 500 ^® Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted market capitalization weighted index of 500 U.S. operating companies and REITs selected by the S&P U.S. Index Committee through a non-mechanical process that factors criteria such as liquidity, price, market capitalization and financial viability. Reconstitution occurs both on a quarterly and ongoing basis. As of June 30, 2008, the S&P 500 Index included companies with capitalizations between $764 million and $466 billion. The average capitalization of the companies comprising the Index was approximately $23 billion.

ProShares Ultra QQQ, ProShares Short QQQ and ProShares UltraShort QQQ:

The NASDAQ-100 ^® Index includes 100 of the largest non-financial domestic and international issues listed on the NASDAQ Stock Market. To be eligible for inclusion companies cannot be in bankruptcy proceedings and must meet certain additional criteria including minimum trading volume and “seasoning” requirements. The

Index is calculated under a modified capitalization-weighted methodology. Index composition is reviewed on an annual basis and rebalancing occurs on a quarterly basis. During a year, Index components may be deleted or added as a result of certain corporate actions or other events as part of an Index maintenance processes. As of June 30, 2008, the NASDAQ-100 Index included companies with capitalizations between $656 million and $256 billion. The average capitalization of the companies comprising the Index was approximately $22 billion.

ProShares Ultra Dow30, ProShares Short Dow30 and ProShares UltraShort Dow30:

The Dow Jones Industrial Average ^SM (DJIA) is a price-weighted index maintained by editors of The Wall Street Journal. The Index includes 30 large-cap, “blue-chip” U.S. stocks, excluding utility and transportation companies. Components are selected through a discretionary process with no predetermined criteria except that components should be established U.S. companies that are leaders in their industries, have an excellent reputation, demonstrate sustained growth, are of interest to a large number of investors and accurately represent the sectors covered by the average. The DJIA is not limited to traditionally defined industrial stocks, instead, the index serves as a measure of the entire U.S. market, covering such diverse industries as financial services, technology, retail, entertainment and consumer goods. Composition changes are rare, and generally occur only after corporate acquisitions or other dramatic shifts in a component’s core business. When such an event necessitates that one component be replaced, the entire index is reviewed. As of June 30, 2008, the DJIA included companies with capitalizations between $7 billion and $466 billion. The average capitalization of the companies comprising the Index was approximately $122 billion.

ProShares Ultra MidCap400, ProShares Short MidCap400 and ProShares UltraShort MidCap400: The S&P MidCap 400™ Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted market capitalization weighted index of 400 U.S. operating companies and REITs. Securities are selected for inclusion in the index by the S&P U.S. Index Committee through a non-mechanical process that factors criteria such as liquidity, price, market capitalization and financial viability. Reconstitution occurs both on a quarterly and ongoing basis. As of June 30, 2008, the S&P MidCap 400 Index included companies with capitalizations between $117 million and $11 billion. The average capitalization of the companies comprising the Index was approximately $3 billion.

ProShares Short MSCI EAFE and ProShares UltraShort MSCI EAFE:

The MSCI EAFE Index (Europe, Australasia, Far East) adjusts the market capitalization of index constituents for free float and targets for index inclusion 85% of free float-adjusted market capitalization in each industry group, in developed market countries, excluding the US and Canada. As of June 2008 the MSCI EAFE Index consisted of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zea-

land, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. As of June 30, 2008, the MSCI EAFE Index included companies with capitalizations between $598 million and $219 billion. The average capitalization of the companies comprising the Index was approximately $12 billion.

ProShares Short MSCI Emerging Markets and ProShares UltraShort MSCI Emerging Markets: The MSCI Emerging Markets Index adjusts the market capitalization of index constituents for free float and targets for index inclusion 85% of free float-adjusted market capitalization in each industry group, in global emerging markets countries. As of June 2008 the MSCI Emerging Markets 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, 2008, the MSCI Emerging Markets Index included companies with capitalizations between $22 million and $138 billion. The average capitalization of the companies comprising the Index was approximately $4 billion.

ProShares UltraShort MSCI Japan:

The MSCI Japan Index adjusts the market capitalization of index constituents for free float and targets for index inclusion 85% of free float-adjusted market capitalization in each industry group, in Japan. As of June 30, 2008, the MSCI Japan Index included companies with capitalizations between $598 million and $128 billion. The average capitalization of the companies comprising the Index was approximately $8 billion.

ProShares UltraShort FTSE/Xinhua China 25 :

The FTSE/Xinhua China 25 Index is comprised of 25 of the largest and most liquid Chinese stocks listed on the Hong Kong Stock Exchange (HKEX). This free float adjusted Index caps the weight of any of constituent stock at 10 percent to ensure broad representation of the Chinese economy. As of June 30, 2008, the FTSE/Xinhua China 25 Index included companies with capitalizations between $73 billion and $3 trillion. The average capitalization of the companies comprising the Index was approximately $645 billion.

ProShares UltraShort Lehman 7-10 Year Treasury :

The Lehman Brothers 7-10 Year U.S. Treasury Index includes all publicly issued, U.S. Treasury securities that have a remaining maturity of between 7 and 10 years, are non-convertible, are denominated in U.S. dollars, are rated (at least Baa3 by Moody’s Investors Service or BBB- by S&P), are fixed rate, and have more than $250 million par outstanding. The Index is weighted by the relative market value of all securities meeting the Index criteria. Excluded from the Index are certain special issues, such as flower bonds, targeted investor notes (TINs), U.S. Treasury inflation-protected securities (TIPs), state and local government bonds (SLGs), and coupon issues that have been stripped from assets already included.

ProShares UltraShort Lehman 20+ Year Treasury :

The Lehman Brothers 20+ Year U.S. Treasury Index includes all publicly issued, U.S. Treasury securities that have a remaining maturity greater than 20 years, are non-convertible, are denominated in U.S.

dollars, are rated investment grade (at least Baa3 by Moody’s Investors Service or BBB- by S&P), are fixed rate, and have more than $250 million par outstanding. The Index is weighted by the relative market value of all securities meeting the Index criteria. Excluded from the Index are certain special issues, such as flower bonds, targeted investor notes (TINs), U.S. Treasury inflation protected securities (TIPs), state and local government series bonds (SLGs), and coupon issues that have been stripped from assets already included.

Information About the Index Licensors

“Standard & Poor’s ^® ,” “S&P ^® ,” “S&P SmallCap 600,” “Standard & Poor’s SmallCap 600,” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by ProShares. ProShares are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s does not make any representation regarding the advisability of investing in ProShares.

The Funds are not sponsored, endorsed, sold or promoted by The NASDAQ Stock Market, Inc. (including its affiliates) (NASDAQ, with its affiliates, are referred to as the “Corporations”). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the Funds. The Corporations make no representation or warranty, express or implied, to the owners of the Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly, or the ability of the NASDAQ-100 Index to track general stock market performance. The Corporations’ only relationship to the Trust (“Licensee”) is in the licensing of the NASDAQ ^® , NASDAQ-100 ^® , NASDAQ-100 Index and other trademarks, service marks, and trade names of the Corporations and the use of the NASDAQ-100 Index, which is determined, composed and calculated by NASDAQ without regard to the Licensee or the Funds. NASDAQ has no obligation to take the needs of the Licensee or the shareholders of the Funds into consideration in determining, composing or calculating the NASDAQ-100 Index. The Corporations are not responsible for, and have not participated in the determination of the timing of, prices at, or quantities of, the Funds to be issued or in the determination or calculation of the equation by which the Funds are to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the Funds.

The Corporations do not guarantee the accuracy and/or uninterrupted calculation of the NASDAQ-100 Index or any data included therein. The Corporations make no warranty, express or implied, as to results to be obtained by Licensee, owners of the product(s), or any other person or entity from the use of the NASDAQ-100 Index or any data included therein. The Corporations make no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the NASDAQ-100 Index or any data included therein. Without limiting any of the foregoing, in no event shall the Corporations have any liability for any lost profits or special, incidental, punitive, indirect, or consequential damages, even if notified of the possibility of such damages.

“Dow Jones” is a service mark of Dow Jones & Company, Inc.

Dow Jones does not:

Dow Jones will not have any liability in connection with the ProShares. Specifically, Dow Jones does not make any warranty, express or implied, and Dow Jones disclaims any warranty about:

Dow Jones will have no liability for any errors, omissions or interruptions in the Dow Jones U.S. Indexes or their data.

Under no circumstances will Dow Jones be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if Dow Jones knows that they might occur.

The licensing agreement between the Trust and Dow Jones is solely for their benefit and not for the benefit of the investors in the ProShares or any other third parties.

The Russell 1000 ^® Value Index, Russell 1000 ^® Growth Index, Russell Midcap ^® Value Index, Russell Midcap ^® Growth Index, Russell 2000 ^® Index, Russell 2000 ^® Value Index and Russell 2000 ^® Growth Index (collectively the “Indexes”) are trademarks of Russell Investment Group (“Russell”) and have been licensed for use by the Trust. The Funds are not sponsored, endorsed, sold or promoted by Russell. Russell makes no representation or warranty, express or implied, to the shareholders of the Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the Indexes to track general stock market performance or a segment of the same. Russell’s publication of the Indexes in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which the Indexes are based. Russell’s only relationship to the Trust is the licensing of certain trademarks and trade names of Russell and of the Indexes

which are determined, composed and calculated by Russell without regard to the Trust or the Funds. Russell is not responsible for any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Indexes. Russell has no obligation or liability in connection with the administration, marketing or trading of the Funds.

The Short International ProShares are not sponsored, endorsed, sold or promoted by Morgan Stanley Capital International Inc. (“MSCI”), any of its affiliates, any of its information providers or any other third party involved in, or related to, compiling, computing or creating any MSCI Index (collectively, the “MSCI Parties”). The MSCI Indexes are the exclusive property of MSCI. MSCI and the MSCI Index names are service marks of MSCI or its affiliates and have been licensed for use for certain purposes by the Trust. None of the MSCI Parties makes any representation or warranty, express or implied, to the issuer or shareholders of these Funds or any other person or entity regarding the advisability of investing in Funds generally or in these Funds particularly or the ability of any MSCI Index to track corresponding stock market performance. MSCI or its affiliates are the licensors of certain trademarks, service marks and trade names and of the MSCI Indexes which are determined, composed and calculated by MSCI without regard to the Funds or the issuer or shareholders of the Funds or any other person or entity into consideration in determining, composing or calculating the MSCI Indexes. None of the MSCI Parties is responsible for or has participated in the determination of the timing of, prices at, or quantities of these Funds to be issued or in the determination or calculation of the equation by or the consideration into which these Funds are redeemable. Further, none of the MSCI Parties has any obligation or liability to the issuer or owners of these Funds or any other person or entity in connection with the administration, marketing or offering of these Funds.

Although MSCI shall obtain information for inclusion in or for use in the calculation of the MSCI Indexes from sources that MSCI considers reliable, none of the MSCI Parties warrants or guarantees the originality, accuracy and/or the completeness of any MSCI Index or any data included therein. None of the MSCI Parties makes any warranty, express or implied, as to results to be obtained by the issuer of the Funds, shareholders of the Funds, or any other person or entity, from the use of any MSCI Index or any data included therein. None of the MSCI Parties shall have any liability for any errors, omissions or interruptions of or in connection with any MSCI Index or any data included therein. Further, none of the MSCI Index or any data included therein. Further, none of the MSCI Parties makes any express or implied warranties of any kind, and the MSCI Parties hereby expressly disclaim all warranties of merchantability and fitness for a particular purpose, with respect to each MSCI Index and any data included therein. Without limiting any of the foregoing, in no event shall any of the MSCI Parties have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

No purchaser, seller or holder of this security, product or fund, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this security without first contacting MSCI to determine whether MSCI’s permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

The Funds are not in any way sponsored, endorsed, sold or promoted by FTSE/Xinhua Index Limited (“FXI”), FTSE International Limited (“FTSE”), the London Stock Exchange Plc (the “London Exchange”), The Financial Times Limited (“FT”) or Xinhua Finance Limited (“Xinhua”) (collectively, the “FTSE Licensor Parties”) and none of the FTSE Licensor Parties make any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE/Xinhua China 25 Index and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The FTSE/Xinhua China 25 Index is compiled and calculated by FTSE on behalf of FXI. None of the FTSE Licensor Parties shall be liable (whether in negligence or otherwise) to any person for any error in the FTSE/Xinhua China 25 Index none of the FTSE Licensor Parties shall be under any obligation to advise any person of any error therein.

“FTSE ^® ” is a trade mark of the Exchange and the FT and is used by FXI under license. “Xinhua ^® ” is a trade mark of Xinhua and is used by FXI under license.

Trust acknowledges and expressly agrees that the Funds are not sponsored, endorsed, sold or promoted by the Lehman Brothers (“Licensor”), and that Licensor makes no warranty, express or implied, as to the results to be obtained by any person or entity from the use of any Index, any opening, intraday or closing value therefor, or any data included therein or relating thereto, in connection with the trading of any Fund or option contract on a Fund based thereon or for any other purpose. The Licensor’s only relationship to the Trust with respect to the Funds is the licensing of certain trademarks and trade names of Licensor and the Licensor Indexes that are determined, composed and calculated by Licensor without regard to the Trust or the Funds. Licensor has no obligation to take the needs of the Trust or the shareholders of the Funds into consideration in determining, composing or calculating the Licensor Indexes. Licensor is not responsible for and has not participated in any determination or calculation made with respect to issuance of the Funds. Licensor has no obligation or liability in connection with the listing, trading, marketing or administration of the Funds.

(Please see the SAI, which sets forth certain additional disclaimers and limitations of liabilities.)

Investment Objective

ProShares Ultra QQQ seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the NASDAQ-100 Index.

If ProShares Ultra QQQ is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the NASDAQ-100 Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra QQQ’s principal investment strategies include:

Principal Risks

ProShares Ultra QQQ is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

The bar chart and table that follow show how ProShares Ultra QQQ has performed on a calendar year basis and provide an indication of the risks of investing in ProShares Ultra QQQ . Both assume that all dividends and distributions have been reinvested in ProShares Ultra QQQ . Past performance (before and after taxes) does not necessarily indicate how it will perform in the future.

Average annual total returns are shown on a before- and after-tax basis for ProShares Ultra QQQ. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold ProShares Ultra QQQ shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of ProShares Ultra QQQ shares.

Annual Returns as of December 31 each year ¹

During the period covered in the bar chart, the highest return on the ProShares Ultra QQQ for one quarter was 16.97% (quarter ended June 30, 2007) and the lowest return was -3.32% (quarter ended December 31, 2007).

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra QQQ. Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra QQQ with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra QQQ for the time periods indicated and sell all of your shares at the end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra Dow30 seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Dow Jones Industrial Average (DJIA).

If ProShares Ultra Dow30 is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the DJIA when the DJIA rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the DJIA when the DJIA declines on a given day.

Principal Investment Strategies

ProShares Ultra Dow30’s principal investment strategies include:

Principal Risks

ProShares Ultra Dow30 is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

The bar chart and table that follow show how ProShares Ultra Dow30 has performed on a calendar year basis and provide an indication of the risks of investing in ProShares Ultra Dow30 . Both assume that all dividends and distributions have been reinvested in ProShares Ultra Dow30 . Past performance (before and after taxes) does not necessarily indicate how it will perform in the future.

Average annual total returns are shown on a before- and after-tax basis for ProShares Ultra Dow30. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold ProShares Ultra Dow30 shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of ProShares Ultra Dow30 shares.

Annual Returns as of December 31 each year ¹

During the period covered in the bar chart, the highest return on the ProShares Ultra Dow30 for one quarter was 16.83% (quarter ended June 30, 2007) and the lowest return was -9.88% (quarter ended December 31, 2007).

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold or sell Creation Units of ProShares Ultra Dow30 . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra Dow30 with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra Dow30 for the time periods indicated and sell all of your shares at the end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra S&P500 seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the S&P 500 Index.

If ProShares Ultra S&P500 is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the S&P 500 Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra S&P500’s principal investment strategies include:

Principal Risks

ProShares Ultra S&P500 is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

The bar chart and table that follow show how ProShares Ultra S&P500 has performed on a calendar year basis and provide an indication of the risks of investing in ProShares Ultra S&P500 . Both assume that all dividends and distributions have been reinvested in ProShares Ultra S&P500 . Past performance (before and after taxes) does not necessarily indicate how it will perform in the future.

Average annual total returns are shown on a before- and after-tax basis for ProShares Ultra S&P500. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold ProShares Ultra S&P500 shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of ProShares Ultra S&P500 shares.

Annual Returns as of December 31 each year ¹

During the period covered in the bar chart, the highest return on the ProShares Ultra S&P500 for one quarter was 10.83% (quarter ended June 30, 2007) and the lowest return was -8.94% (quarter ended December 31, 2007).

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra S&P500. Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra S&P500 with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra S&P500 for the time periods indicated and sell all of your shares at the end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra MidCap400 seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the S&P MidCap400 Index.

If ProShares Ultra MidCap400 is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the S&P MidCap400 Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra MidCap400’s principal investment strategies include:

Principal Risks

ProShares Ultra MidCap400 is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about related risks.

Fund Performance

The bar chart and table that follow show how ProShares Ultra MidCap400 has performed on a calendar year basis and provide an indication of the risks of investing in ProShares Ultra MidCap400 . Both assume that all dividends and distributions have been reinvested in ProShares Ultra MidCap400 . Past performance (before and after taxes) does not necessarily indicate how it will perform in the future.

Average annual total returns are shown on a before- and after-tax basis for ProShares Ultra MidCap400. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold ProShares Ultra MidCap400 shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of ProShares Ultra MidCap400 shares.

Annual Returns as of December 31 each year ¹

During the period covered in the bar chart, the highest return on the ProShares Ultra MidCap400 for one quarter was 9.81% (quarter ended June 30, 2007) and the lowest return was -7.76% (quarter ended December 31, 2007).

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra MidCap400 . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra MidCap400 with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra MidCap400 for the time periods indicated and sell all of your shares at the end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra SmallCap600 seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the S&P SmallCap 600 Index.

If ProShares Ultra SmallCap600 is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the S&P SmallCap 600 Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra SmallCap600’s principal investment strategies include:

Principal Risks

ProShares Ultra SmallCap600 is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

Performance history will be available for ProShares Ultra SmallCap600 after it has been in operation for a full calendar year.

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra SmallCap600 . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra SmallCap600 with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra SmallCap600 for the time periods indicated and sell all of your shares at the end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra Russell2000 seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Russell 2000 Index.

If ProShares Ultra Russell2000 is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the Russell 2000 Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra Russell2000’s principal investment strategies include:

Principal Risks

ProShares Ultra Russell2000 is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

Performance history will be available for ProShares Ultra Russell2000 after it has been in operation for a full calendar year.

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra Russell2000 . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra Russell2000 with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra Russell2000 for the time periods indicated and sell all of your shares at the end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra Russell1000 Value seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Russell 1000 Value Index.

If ProShares Ultra Russell1000 Value is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the Russell 1000 Value Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra Russell1000 Value’s principal investment strategies include:

Principal Risks

ProShares Ultra Russell1000 Value is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

Performance history will be available for ProShares Ultra Russell1000 Value after it has been in operation for a full calendar year.

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra Russell1000 Value . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra Russell1000 Value with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra Russell1000 Value for the time periods indicated and sell all of your shares at the end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra Russell1000 Growth seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Russell 1000 Growth Index.

If ProShares Ultra Russell1000 Growth is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the Russell 1000 Growth Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra Russell1000 Growth’s principal investment strategies include:

Principal Risks

ProShares Ultra Russell1000 Growth is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

Performance history will be available for ProShares Ultra Russell1000 Growth after it has been in operation for a full calendar year.

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra Russell1000 Growth . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra Russell1000 Growth with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra Russell1000 Growth for the time periods indicated and sell all of your shares at the end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra Russell MidCap Value seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Russell MidCap Value Index.

If ProShares Ultra Russell MidCap Value is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the Russell MidCap Value Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra Russell MidCap Value’s principal investment strategies include:

Principal Risks

ProShares Ultra Russell MidCap Value is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal

Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

Performance history will be available for ProShares Ultra Russell MidCap Value after it has been in operation for a full calendar year.

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra Russell MidCap Value . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra Russell MidCap Value with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra Russell MidCap Value for the time periods indicated and sell all of your shares at the

end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra Russell MidCap Growth seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Russell Midcap Growth Index.

If ProShares Ultra Russell MidCap Growth is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the Russell Midcap Growth Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra Russell MidCap Growth’s principal investment strategies include:

Principal Risks

ProShares Ultra Russell MidCap Growth is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal

Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

Performance history will be available for ProShares Ultra Russell MidCap Growth after it has been in operation for a full calendar year.

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra Russell MidCap Growth . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra Russell MidCap Growth with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra Russell MidCap Growth for the time periods indicated and sell all of your shares at the

end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra Russell2000 Value seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Russell 2000 Value Index.

If ProShares Ultra Russell2000 Value is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the Russell 2000 Value Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra Russell2000 Value’s principal investment strategies include:

Principal Risks

ProShares Ultra Russell2000 Value is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal

Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

Performance history will be available for ProShares Ultra Russell2000 Value after it has been in operation for a full calendar year.

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra Russell2000 Value . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra Russell2000 Value with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra Russell2000 Value for the time periods indicated and sell all of your shares at the end of

those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra Russell2000 Growth seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Russell 2000 Growth Index.

If ProShares Ultra Russell2000 Growth is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the Russell 2000 Growth Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra Russell2000 Growth’s principal investment strategies include:

Principal Risks

ProShares Ultra Russell2000 Growth is subject to the following principal risks:

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal

Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

Performance history will be available for ProShares Ultra Russell2000 Growth after it has been in operation for a full calendar year.

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra Russell2000 Growth . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra Russell2000 Growth with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations.

The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra Russell2000 Growth for the time

periods indicated and sell all of your shares at the end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra Basic Materials seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Dow Jones U.S. Basic Materials Index.

If ProShares Ultra Basic Materials is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the Dow Jones U.S. Basic Materials Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra Basic Materials’ principal investment strategies include:

Principal Risks

ProShares Ultra Basic Materials is subject to the following principal risks:

In addition to the risks noted above, ProShares Ultra Basic Materials is also subject to risks faced by companies in the basic materials economic sector, including: adverse effects from commodity price volatility, exchange rates, import controls and increased competition; production of industrial materials often exceeds demand as a result of overbuilding or economic down-turns, leading to poor investment returns; risk for

environmental damage and product liability claims; and adverse effects from depletion of resources, technical progress, labor relations and government regulations. Further, stocks in the Index may underperform fixed income investments and stock market indexes that track other markets, segments and sectors.

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

Performance history will be available for ProShares Ultra Basic Materials after it has been in operation for a full calendar year.

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra Basic Materials . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra Basic Materials with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an

in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not include the brokerage commissions that secondary market investors may incur to buy and sell shares.

The following example assumes that you invest $10,000 in ProShares Ultra Basic Materials for the time periods indicated and sell all of your shares at the end of those periods, but does not include transaction fees on purchases and redemptions of shares. The example also assumes that your investment has a 5% annual return each year and that the Fund’s annual operating expenses remain exactly as described in the fee table. Although your actual costs may be higher or lower, based on the assumptions, your approximate costs would be:

Investment Objective

ProShares Ultra Consumer Goods seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Dow Jones U.S. Consumer Goods Index.

If ProShares Ultra Consumer Goods is successful in meeting its objective, its net asset value should gain approximately twice as much, on a percentage basis, before fees and expenses, as the Dow Jones U.S. Consumer Goods Index when the Index rises on a given day. Conversely, its net asset value should lose approximately twice as much, on a percentage basis, before fees and expenses, as the Index when the Index declines on a given day.

Principal Investment Strategies

ProShares Ultra Consumer Goods’ principal investment strategies include:

Principal Risks

ProShares Ultra Consumer Goods is subject to the following principal risks:

In addition to the risks noted above, ProShares Ultra Consumer Goods is also subject to risks faced by companies in the consumer goods economic sector, including: governmental regulation affecting the permissibility of using various food additives and production methods could affect profitability; tobacco companies may be adversely affected by new laws or by litigation; securities prices and profitability of food, soft drink and fashion related products might be strongly affected by fads, marketing campaigns and other factors affecting supply and demand; and because food and beverage companies may derive a substantial portion of their net income from foreign countries, they may be impacted by international events. Further, stocks in the

Index may underperform fixed income investments and stock market indexes that track other markets, segments and sectors.

The Fund may be subject to risks in addition to those identified as principal risks. For more information on the Fund’s principal investment strategies and risks, including a description of the principal risks noted above, please refer to the sections entitled “Principal Investment Strategies” and “Principal Risks”. The section titled “Special Risks of Exchange-Traded Funds” in this Prospectus and the SAI contain additional information about the Fund and related risks.

Fund Performance

Performance history will be available for ProShares Ultra Consumer Goods after it has been in operation for a full calendar year.

Fees and Expenses

The following table describes the fees and expenses you may pay when you buy, hold, or sell Creation Units of ProShares Ultra Consumer Goods . Annual fund operating expenses are based on annualized expenses for the Fund’s most recent fiscal year.

Example: The following example is intended to help you compare the cost of investing in shares of ProShares Ultra Consumer Goods with the cost of investing in other funds. Investors should note that the following examples are for illustration purposes only and are not meant to suggest actual or expected fees and expenses or returns, all of which may vary. The Fund issues and redeems shares in Creation Units principally on an in-kind basis for portfolio securities included in the Index and cash. Shares are not redeemable in less than Creation Unit aggregations. The example does not