ProShares ETFs Declare Distributions

ProFunds Group, the world’s largest manager of short and leveraged funds,¹ has announced fourth quarter income dividend distribution declarations for its ProShares ETFs. The firm expects dividend distributions for 52 of its 76 ETFs. Capital gain distributions for 35 of the firm’s ETFs were announced earlier today. The amounts to be distributed per share are listed below.

Distributions reduce the net assets of each of the affected ETFs as of the close of business today and the ETFs will trade ex-dividend tomorrow. Each portfolio’s exposure to its benchmark index will be adjusted today to reflect this reduction in assets.

All ETFs are required by the Internal Revenue Code to distribute substantially all of their income and capital gains to shareholders at least annually. For specific tax advice, we recommend you seek advice from a qualified tax professional.

About ProFunds Group

The $25 billion ProFunds Group includes ProShares, the nation’s fourth largest ETF provider,² which offers 76 short and leveraged ETFs. The group also includes the ProFunds family of more than 115 mutual funds. Since 1997, ProFunds has provided mutual fund investors with easier access to sophisticated investment strategies, with offerings that include funds that seek to magnify daily index performance and funds that seek to increase in value when markets decline. ProFunds Group also manages the Canada-based Horizons BetaPro ETFs.

There is no guarantee that distributions will not be made in the future. There is no guarantee that dividends will be paid.

All investing involves risk, including the possible loss of principal. Short ProShares and ProFunds should lose value when their market indexes rise, and they entail certain risks, including, in some or all cases, aggressive investment techniques, inverse correlation and market price variance risks, all of which can increase volatility and decrease performance. ProShares and ProFunds are not diversified investments. Narrowly focused investments, including sector funds, typically exhibit higher volatility. ProShares and ProFunds are designed to meet daily objectives; results over longer periods may differ. There is no guarantee that any fund will achieve its investment objective.

Carefully consider the investment objectives, risks, charges and expenses of ProShares and ProFunds before investing. This and other information can be found in their prospectuses. Read the prospectus(es) carefully before investing. For a ProShares ETF prospectus, visit www.proshares.com and seek advice from your financial adviser or broker/dealer representative. Financial professionals can also call 866-PRO-5125. For a ProFunds mutual fund prospectus, call 888-PRO-FNDS (individual investors) or 888-PRO-5717 (financial professionals), or visit www.profunds.com. Read the prospectus(es) carefully before investing.

ProFunds Group includes ProFunds mutual funds and ProShares ETFs. ProFunds Distributors, Inc. is distributor for ProFunds mutual funds. ProShares ETFs registered under the Investment Company Act of 1940 are distributed by SEI Investments Distribution Co., which is not affiliated with ProFunds Group or its affiliates.

"QQQ®” and "NASDAQ-100®” are trademarks of The Nasdaq OMX Group, Inc. "S&P 500®” Index, S&P MidCap 400 Index and S&P SmallCap 600 Index are trademarks of The McGraw-Hill Companies, Inc. "Dow Jones Industrial Average^SM,””The Dow 30^SM,” "Dow Jones U.S. Sector Indexes,” and "Dow Jones Select Sector Indexes" are service marks of Dow Jones & Company, Inc. The Russell 2000® Index, Russell 2000® Growth Index, Russell 2000® Value Index, Russell 1000® Growth Index, Russell 1000® Value Index, Russell Mid-Cap® Growth Index, Russell Mid-Cap® Value Index are trademarks of the Russell Investment Group. MSCI, Morgan Stanley Capital International and EAFE are service marks of MSCI. Lehman Brothers and Lehman Brothers Inc. are trademarks of Lehman Brothers Inc. FTSE/Xinhua China 25 is a trademark of FTSE/Xinhua Index Limited ("FXI”). All have been licensed for use by ProShares. "FTSE®” is a trademark of the London Stock Exchange PLC and The Financial Times Limited and is used by FXI under license. "Xinhua®” is a trademark of Xinhua Finance Limited and is used by FXI under license. ProShares have not been passed on by these entities or their affiliates as to their legality or suitability. ProShares are not sponsored, endorsed, sold or promoted by these entities or their affiliates, and they make no representation regarding the advisability of investing in these products. THESE ENTITIES AND THEIR AFFILIATES MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO PROSHARES.

¹Source: Lipper, based on a worldwide analysis of all of the known providers of publicly traded funds in these categories. The analysis covered ETFs, ETNs, and mutual funds by the number of funds and assets (as of 6/30/2008).

²Source: Bloomberg, based on assets for 11/28/2008.

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