Each leveraged or inverse ProShares ETF seeks a return that is either 300%, 200%, -100%, -200% or -300% of the return of an index or other benchmark (target) for a single day . Due to the compounding of daily returns, ProShares’ returns over periods other than one day will likely differ in amount and possibly direction from the target return for the same period. Investors should monitor their ProShares holdings consistent with their strategies, as frequently as daily. For more on correlation, leverage and other risks, please read the prospectus.

1.   Number of funds and assets as of 1/04/2011.
2. Source: Lipper, based on a worldwide analysis of all of the known providers of funds in these categories. The analysis covered the number of funds and assets as of 6/30/2010.

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These ETFs are not regulated under the Investment Company Act of 1940 and are not afforded its protections. Investing in ETFs involves a substantial risk of loss. There is no guarantee any ProShares ETF will achieve its investment objective. These ETFs invest in futures. VIX futures are among the most volatile futures contracts. A fund’s exposure to its index may subject that fund to greater volatility than investments in traditional securities, which may adversely affect an investor’s investment in that fund. Unlike conventional stock-based indexes, it is not expected that the indexes will generally rise over time, therefore investors should not expect the funds to appreciate in value over extended periods of time. These ETFs are not suitable for all investors.

ProShares Trust II (issuer) has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at sec.gov. Alternatively, the issuer will arrange to send you the prospectus if you request it by calling toll-free 866.776.5125, or visit www.proshares.com .

Standard & Poor's®, S&P®, S&P 500®, Standard & Poor's 500™, S&P 500 VIX Short-Term Futures™, S&P 500 VIX Medium-Term Futures™, are trademarks of Standard & Poor's Financial Services LLC ("S&P”) and have been licensed for use by ProShares. "VIX" is a trademark of the Chicago Board Options Exchange, Incorporated ("CBOE") and has been licensed for use by S&P. ProShares are not sponsored, endorsed, sold or promoted by S&P or its affiliates or CBOE, and S&P and its affiliates and CBOE make no representation, warranty or condition regarding the advisability of buying, selling or holding shares in ProShares. “ProFunds Group” includes ProFunds mutual funds and ProShares ETFs. ProShares are distributed by SEI Investments Distribution Co. which is not affiliated with the advisor or sponsor.