sc13gza

0000950123-10-112839.txt : 20101210 0000950123-10-112839.hdr.sgml : 20101210 20101210162708 ACCESSION NUMBER: 0000950123-10-112839 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101210 DATE AS OF CHANGE: 20101210 GROUP MEMBERS: SECURITIES AMERICA ADVISORS, INC. GROUP MEMBERS: SECURITIES AMERICA FINANCIAL CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROSHARES TRUST CENTRAL INDEX KEY: 0001174610 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82989 FILM NUMBER: 101245304 BUSINESS ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 240-497-6400 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE1000 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: XTRASHARES TRUST DATE OF NAME CHANGE: 20030409 FORMER COMPANY: FORMER CONFORMED NAME: PROFUNDS ETF TRUST DATE OF NAME CHANGE: 20020531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIPRISE FINANCIAL INC CENTRAL INDEX KEY: 0000820027 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133180631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1099 AMERIPRISE FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 612-671-2018 MAIL ADDRESS: STREET 1: 1099 AMERIPRISE FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL CORP DATE OF NAME CHANGE: 20030513 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL ADVISORS DATE OF NAME CHANGE: 19950711 FORMER COMPANY: FORMER CONFORMED NAME: IDS FINANCIAL CORP/MN/ DATE OF NAME CHANGE: 19920703 SC 13G/A 1 c61754bsc13gza.htm SC 13G/A sc13gza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Amendment #2

Under the Securities and Exchange Act of 1934

ProShares Trust

(Name of Issuer)

ProShares Ultra Consumer Goods

(Title of Class of Securities)

74347R768

(CUSIP Number)

November 30, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

This Schedule is filed pursuant to Rule 13d-1(b)

The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

TABLE OF CONTENTS


	Signature
Exhibit Index


CUSIP No.		74347R768


1)	NAME OF REPORTING PERSON Ameriprise Financial, Inc. S.S. or I.R.S. Identification No. of Above Person IRS No. 13-3180631


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ*

3)	SEC USE ONLY



4)	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5)	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6)	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7)	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8)	SHARED DISPOSITIVE POWER

			89,395

9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	89,395

10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	29.80%

12)	TYPE OF REPORTING PERSON

	CO

*This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.


CUSIP No.		74347R768


1)	NAME OF REPORTING PERSON Securities America Financial Corporation S.S. or I.R.S. Identification No. of Above Person IRS No. 47-0691275


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ*

3)	SEC USE ONLY



4)	CITIZENSHIP OR PLACE OF ORGANIZATION

	Nebraska

		5)	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6)	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7)	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8)	SHARED DISPOSITIVE POWER

			89,395

9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	89,395

10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	29.80%

12)	TYPE OF REPORTING PERSON

	CO

*This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.


CUSIP No.		74347R768


1)	NAME OF REPORTING PERSON Securities America Advisors, Inc. S.S. or I.R.S. Identification No. of Above Person IRS No. 47-0648506


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ*

3)	SEC USE ONLY



4)	CITIZENSHIP OR PLACE OF ORGANIZATION

	Nebraska

		5)	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6)	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7)	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8)	SHARED DISPOSITIVE POWER

			89,395

9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	89,395

10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	Not Applicable

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	29.80%

12)	TYPE OF REPORTING PERSON

	IA

* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.



1(a)	Name of Issuer:	ProShares Trust

1(b)	Address of Issuer’s Principal	7501 Wisconsin Ave., Suite 1000
	Executive Offices:	Bethesda, Maryland 20814

2(a)	Name of Person Filing:	(a) Ameriprise Financial, Inc. (“AFI”)
		(b) Securities America Financial Corporation (“SAFC”)
		(c) Securities America Advisors, Inc. (“SAA”)

2(b)	Address of Principal Business Office:
		c/o Ameriprise Financial, Inc.
		145 Ameriprise Financial Center
		Minneapolis, MN 55474

2(c)	Citizenship:	(a) Delaware
		(b) Nebraska
		(c) Nebraska

2(d)	Title of Class of Securities:	ProShares Ultra Consumer Goods

2(e)	Cusip Number:	74347R768

3	Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):

	(a) Ameriprise Financial, Inc.

	A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G). (Note: See Item 7)

	(b) Securities America Financial Corporation

	A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G). (Note: See Item 7)

	(c) Securities America Advisors, Inc.

	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

4	Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person.


		AFI, as the parent company of SAFC, and indirect parent of SAA, may be deemed to beneficially own the shares reported herein by SAFC and SAA. Accordingly, the shares reported herein by AFI include those shares separately reported herein by SAFC and SAA.

		SAFC, as the parent company of SAA, may be deemed to beneficially own the shares reported herein by SAA. Accordingly, the shares reported herein by SAFC include those shares separately reported herein by SAA.

		Each of the reporting persons herein disclaims beneficial ownership of any shares reported on this Schedule.

5		Ownership of 5% or Less of a Class:

		If this statement is being filed to report the fact as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

6		Ownership of more than 5% on Behalf of Another Person: Not Applicable

7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

		See Exhibit I

8		Identification and Classification of Members of the Group:

		Not Applicable

9		Notice of Dissolution of Group:

		Not Applicable

10		Certification:

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 10, 2010


Ameriprise Financial, Inc.
By	/s/ Wade M. Voigt
	Name:	Wade M. Voigt
	Title:	Director — Fund Administration

Securities America Financial Corporation
By:	/s/ Wade M. Voigt
	Name:	Wade M. Voigt
	Title:	Attorney-in-fact

Securities America Advisors, Inc.
By:	/s/ Wade M. Voigt
	Name:	Wade M. Voigt
	Title:	Attorney-in-fact

Contact Information

   Wade M. Voigt
   Director — Fund Administration
   Telephone: (612) 671-5682

Exhibit Index


Exhibit I		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

Exhibit II		Joint Filing Agreement and Power of Attorney

EX-99.I 3 c61754bexv99wi.htm EX-99.I exv99wi

Exhibit I

Schedule 13G

Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries are as follows:

Parent Holding Company — Securities America Financial Corporation, a Nebraska corporation

Investment Adviser — Securities America Advisors, Inc., a Nebraska corporation, is investment adviser registered under section 203 of the Investment Advisers Act of 1940.

EX-99.II 4 c61754bexv99wii.htm EX-99.II exv99wii

Exhibit II

Schedule 13G

Joint Filing Agreement
And
Power of Attorney

The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated December 10, 2010 in connection with their beneficial ownership of ProShares Ultra Consumer Goods. Each of the undersigned authorizes and appoints each of Wade M. Voigt, Paul B. Goucher, Scott R. Plummer, Eric T. Brandt, Amy Johnson, attorney-in-fact and agent, with full power of substitution and resubstitution, for in name and stead, to sign and file with the US Securities and Exchange Commission (the “SEC”) the Schedule 13G to which this Exhibit is attached or further amendments thereto, and any and all applications or other documents to be filed with the SEC pertaining thereto, including, but not limited to, such applications as may be necessary to file electronically with the SEC, with full power and authority to do and perform all acts and things requisite and necessary to be done in connection therewith.


Ameriprise Financial, Inc.
By:	/s/ Wade M. Voigt
	Wade M. Voigt
	Director — Fund Administration

Securities America Financial Corporation
By:	/s/ Terrance DeWald
	Name:	Terrance DeWald
	Title:	Senior Vice President and General Counsel

Securities America Advisors, Inc.
By:	/s/ Terrance DeWald
	Name:	Terrance DeWald
	Title:	Senior Vice President and General Counsel

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