AMENDMENT NO. 1 TO PFO/TREASURER SERVICES AGREEMENT

Exhibit (h)(6)

AMENDMENT NO. 1 TO PFO/TREASURER SERVICES AGREEMENT

This Amendment No. 1 (“Amendment No. 1”) to the PFO/Treasurer Services Agreement dated January 17, 2007, by and between ProShares Trust and Foreside Compliance Services, LLC (the “Agreement”), is hereby modified to delete reference to Xxxxx Xxxxxxx as Principal Financial Officer and Treasurer of ProShares Trust and modified to make non-specific reference to the individual who shall serve in such roles.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed as of the effective date set forth above:

PROSHARES TRUST						FORESIDE COMPLIANCE SERVICES, LLC
BY:		/s/ Xxxxx Xxxxxxx				BY:		/s/ Xxxxx X. Xxxxxxxx
NAME: Xxxxx Xxxxxxx						NAME: Xxxxx X. Xxxxxxxx
TITLE: President						TITLE: Vice President
DATE: 1/19/10						DATE: 1/28/10