UPW ProShares Ultra Utilities

ProShares announced today, two years after launching the nation's first leveraged and first short exchange traded funds, that the firm's net assets had exceeded $20 billion2. ProShares is the fifth largest ETF provider in the country3 and the seventh largest in the world4. This year, ProShares ranks second among all U.S. ETF families in net flows5. "We introduced 64 ETFs in two years, each the first of its kind," said ProShares Chairman Michael Sapir. "Through ProShares, investors have, for the first time, been able to seek profit when a part of the markets drops, or hedge a portfolio simply by buying an ETF. They have also been able to magnify their exposure to a variety of market indexes through ProShares." ProShares launched its first ETFs on June 21, 2006, and now provides investors with short and magnified investment exposure to a wide range of market indexes. ProShares are benchmarked to domestic equity indexes which include the S&P 500�, NASDAQ-100, Russell 2000 and Dow Jones Sector Indexes, such as Oil & Gas and Financials. Foreign equity indexes represented in the lineup include MSCI EAFE, MSCI Emerging Markets and FTSE/Xinhua China 25. ProShares recently introduced the first ETFs designed to provide short exposure to Treasury securities, as represented by Lehman indexes. "Many successful investors have employed shorting and leveraged investment techniques as part of their strategies," Sapir added. "We have succeeded by providing investors with access to these techniques through a simple-to-use vehicle, the ETF." About ProShares and ProFunds Group ProShares is part of the $28 billion ProFunds Group, the leader in short and leveraged ETFs and mutual funds, managing approximately 85% of the nation's short and leveraged fund assets6. ProFunds Group also includes the family of more than 100 ProFunds mutual funds and manages the Canada-based Horizons BetaPro Funds. ProFunds Group describes the portfolio managers common to ProFund Advisors LLC, advisor to ProFunds mutual funds; and ProShare Advisors LLC, advisor to ProShares ETFs. All investing involves risk, including the possible loss of principal. Short ProShares 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 are not diversified investments. Narrowly focused investments, including sector ETFs, typically exhibit higher volatility. ProShares are designed to meet daily objectives; results over longer periods may differ. There is no guarantee that any ProShares ETF 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 funds 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 Distributors, Inc. is distributor for ProFunds mutual funds. ProShares ETFs are distributed by SEI Investments Distribution Co., which is not affiliated with any ProFunds Group affiliate. "QQQ�" and "NASDAQ-100�" are trademarks of The NASDAQ OMX Group, Inc. "S&P 500�" Index, S&P MidCap 400TM Index and S&P SmallCap 600TM Index are trademarks of The McGraw-Hill Companies, Inc. "Dow Jones Industrial AverageSM," "The Dow 30SM," "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 Midcap� Growth Index, and Russell Midcap� Value Index are trademarks of Russell Investments. MSCI, MSCI Inc. 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. 2008-2551 (1) According to FRC, previously the ETF firm that had gathered the most assets in its first two years of operation had $5.4 billion. (2) ProShares net assets exceeded $20 billion on 6/20/2008. (3) Source: Bloomberg, based on assets as of 5/30/2008. (4) Source: Morgan Stanley report "Exchange Traded Funds Q1 2008 Global Review." (5) Source: American Stock Exchange through May 2008. (6) Based on a comparison of average daily short and leveraged ETF, ETN and mutual fund assets for May 2008, for ProFunds Group, Direxion, MacroShares, PowerShares/Deutsche Bank, Rydex, UBS, and Van Eck.