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Understanding Leveraged and Inverse FundsLouis Mayberg

President, ProFunds Group10-01692

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To get a prospectus

Carefully consider the investment objectives, risks, and charges and expenses of ProShares or ProFunds before investing. This and other information can be found in the summary and full prospectuses. Read them carefully before investing. For a ProShares prospectus, visit proshares.com. For a ProFunds mutual fund prospectus, visit profunds.com.

Most ProShares ETFs and many ProFunds employ leveraged investment techniques that magnify gains and losses and result in greater volatility in value. Each Ultra and Short ProShares ETF and leveraged or inverse ProFund seeks a return that is a multiple or inverse multiple (e.g. -200%) of the return of an index or other benchmark (target) for a single day. Due to the compounding of daily returns, Ultra and Short ProShares’ and leveraged or inverse ProFunds’ 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 holdings consistent with their strategies, as frequently as daily. For more on correlation, leverage and other risks, please read the ProShares or ProFunds prospectus.

“ProFunds Group” includes ProFunds mutual funds and ProShares ETFs. ProFunds are distributed by ProFunds Distributors, Inc. ProShares registered under the Investment Company Act of 1940 are distributed by SEI Investments Distribution Co. (One Freedom Valley Dr., Oaks, PA 19456), which is not affiliated with ProFunds Group or its affiliates.

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Agenda

1) ProFunds Group history

2) Understanding leveraged and inverse funds

3) Trends in ProShares ETF flows

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Leveraged and inverse funds and ETFs: History and profile

• Leveraged and inverse mutual funds introduced in 1993– Grew to over 100 funds with $10 billion in assets

– ETFs introduced in 2006 in the U.S.

• Today more than 178 U.S. traded ETFs have assets > $31 billion with daily volume of > $18 billion1

– A wide range of leveraged and inverse funds spanning a variety of asset classes and market segments

• Internationally, 186 leveraged and inverse ETPs with assets > $10 billion2

Source: 1.Bloomberg, March 20102.Bloomberg, January 2010

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Leading manager of leveraged and inverse funds

• 13 years of experience in managing leveraged and inverse funds

• The first in the U.S. to offer leveraged and inverse ETFs

• $31 billion in assets as of 3/31/10

– 99 ETFs– 12 Commodity & Currency ETFs– Ultra (2x)– UltraPro (3x)– Short (-1x)– UltraShort (-2x)– UltraPro Short (-3x)– Alpha

– 64 mutual funds– 51 variable life funds– Classic – Ultra – Inverse – UltraSector– Non-equity– Access

The leader in leveraged and inverse funds*

*As of 6/30/2009 Source: 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 .

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Rapid asset growth

$ b

illion

s

November 1997 – March 2010

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ProFunds Group

• The world’s leader in leveraged and inverse funds1

– ProShares is a leading ETF provider› The nation’s 5th largest ETF provider2 and 7th largest ETF provider in the world3

› Ranked 3rd among ETF companies in shares traded5

› 8 of the top 25 most-traded ETFs in 20094

› Over $2.7 trillion were traded in 2009 using ProShares4

› ProShares manages 75% of the nation’s leveraged and inverse ETFs6

1 Source: 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 6/30/2009).2 Source: Bloomberg, based on assets for 12/31/2009.3 Source: BlackRock report “ETF Landscape: Industry Review” for December 2009 ranking of ETP “providers”4 Source: Bloomberg, trading volume on an average daily basis for 2009 YTD (ending 12/31/2009).5 Source: Bloomberg, share volume on an average daily basis for 2009 YTD (ending 12/31/2009).6 Source: Bloomberg and Morningstar. Based on a comparison of average daily short and leveraged ETF, ETN and mutual fund assets as of 12/31/2009, for ProFunds Group, DireXion, MacroShares, PowerShares/Deutsche Bank, Rydex, UBS, and Van Eck.

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Average Daily Trading Volume in 2009:ProShares vs. TASE

Source: Tel Aviv Exchange, FactSet, and Bloomberg. Based on average exchange rates over period.

In m

illio

ns

$10.7 B

42.0 B

$432 M 1.7 B

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Overview of leveraged and inverse ETFs

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Basic differences between ETFs and ETNs

Exchange-Traded Funds (ETFs)

Exchange-Traded Notes (ETNs)

Offer continuous trading and pricing throughout the day? Yes Yes

Can be purchased through a traditional brokerage account? Yes Yes

Can be bought on margin? Yes Yes

Is there tracking error? Low Low

What are the risks to principal? Market and counterparty risk

Market and issuer risk

What recourse do investors have? Portfolio of securities Issuer credit

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Expected daily performance of leveraged & inverse ETFs

* Before fees and expenses.

Up Day (Index up 1%)

Down Day (Index down 1%)

Leveraged long fund should gain

Leveraged inverse fund should gain

Leveraged long fund should fall

Leveraged inverse fund should fall

2%

-2% -2%

2%

The ETFs seek a daily return that is a multiple of the return of the index (target). Due to compounding of daily returns, results over periods other than a day will likely differ in amount and possibly direction from the target return for the same period.

Example Using 2x and -2x ETFs

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Example of compounding on indexes and leveraged funds

I N D E X 2x F U N D

Daily Return Daily Return

U P W A R D T R E N D

Day 1 Return +10% +20%

Day 2 Return +10% +20%

Compounded 2-day Return +21% +44%

D O W N W A R D T R E N D

Day 1 Return -10% -20%

Day 2 Return -10% -20%

Compounded 2-day Return -19% -36%

V O L A T I L E M A R K E T

Day 1 Return +10% +20%

Day 2 Return -10% -20%

Compounded 2-day Return -1% -4%

For illustrative purposes only. The example does not take into account any fees or costs associated with an investment in the funds. Actual investment returns may vary in amount and direction from the stated objective.

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Universal effects of compounding on investment returns

• Compounding affects all investments over time– Upward trending periods enhances returns

– Downward trending periods reduces losses

– Volatile periods may reduce returns and increase losses

• Positive and negative effects of compounding are magnified in leveraged and inverse funds

Actual investment returns may vary in amount and direction from the stated objective.

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Why do leveraged and inverse funds seek daily returns?

• Consistent leverage each trading day helps investors by preventing leverage from becoming too excessive

• An open-end fund that provides a specified, constant leverage level for all investors is not possible

Investing involves risk, including the possible loss of principal.

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Volatility and its impact on leveraged and inverse funds

Source: Bloomberg, January 2010. Past performance is no guarantee of future results. For illustrative purposes only.

Highest short-term volatility levels for U.S. equities in 80 years affected all investments, including leveraged funds

S&P

500

3-M

onth

Vol

atili

ty (a

nnua

lized

%)

66% (12/31/29)

69% (10/21/32)60% (1/11/88)

72% (12/16/08)

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Importance of monitoring & rebalancing

• Similar concept to rebalancing asset allocations

• Some investors want returns closer to the fund multiple times the index return over time

– Monitoring and rebalancing may be necessary

• Rebalancing doesn’t always increase returns

– In trending markets, rebalanced returns may in fact be lower (although closer to the fund multiple) than if no rebalancing was done

Source: Understanding Returns of Leveraged and Inverse Funds, Journal of Indexes, September/October 2009

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Key takeaways

• Just like many ETFs, leveraged and inverse ETFs can be effective tactical investment tools

• The effects of compounding are universal

• Rebalancing can be an effective tool to help pursue returns closer to the fund multiple over time

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Why they’re valued

• Efficient tool for investors with a view of the market

• Can trade and follow like a stock

• Can’t lose more than you invest

• Institutional pricing

• Liquid

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Trends in ProShares ETF Flows

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Leveraged and Inverse ETFs:Strategies evolve with market conditions

Strategy options Recent trends and applications

Tactical tools like other ETFs Seek to profit from small-cap correction, shifts in oil prices, or Euro currency weakness

Target exposure with less cashLeverage emerging market or country exposure

Overweight or underweight exposureShift to an underweight in basic materials or an overweight in energy

Help manage overall portfolio risk or seek to hedge specific risk exposure

Mitigate risk of rising Treasury yields, downside risk to holdings of U.S. equities

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Short bias has been in line with or just ahead of market trends

% Inverse Equity ProShares vs. S&P 500

S&P 500

% Inverse Equity ProShares

% In

vers

e Eq

uity

Ass

ets

S&P 500

Source: ProFunds Group, April 5, 2007 – April 17, 2010. S&P 500 rebased to 0.0 as of April 5, 2007. For illustrative purposes only. Past performance does not guarantee future results.

• Consistent with their appeal as efficient ways to express market views and help manage risk

• Pattern in line with S&P 500 through early 2009

— Through July 2008: Inverse funds were clearly dominant

— February 2009: Peak in long assets at 50%

— March 2009–2010: Steady inverse assets around 60% as S&P 500 has continued to rebound

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Allocation toward inverse assets ebbs and flows with market volatility

% Inverse Equity ProShares

% Inverse Equity ProShares vs. VIX

VIX

VIX

% In

vers

e Eq

uity

Ass

ets

• In early 2008, inverse assets represented more than 75% of total ProShares AUM

• Large shift from % inverse to long ETFs coincided with surge of market volatility late in 2008

• As market volatility has fallen to pre-crisis levels more long exposure than in 2007 – may indicate more divided market outlook

Source: ProFunds Group, April 2007 – March 2010. For illustrative purposes only. Past performance does not guarantee future results.

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Market conditions can lead to sudden surge in trading and assets

Interest in inverse exposure to Euro as Greek debt crisis dominated the news this year

Source: ProFunds Group, January 2009 – March 2010. For illustrative purposes only. Past performance does not guarantee future results.

$ A

sset

s Volume

Ben

chm

ark

leve

l

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A reminder about risk

• ProShares ETFs and many ProFunds entail certain risks, including, aggressive investment techniques (futures contracts, options, forward contracts, swap agreements and similar instruments), imperfect benchmark correlation, leverage and market price variance, all of which can increase volatility and decrease performance.

• Investments in smaller companies and narrowly-focused investments, including single country funds, typically exhibit higher volatility.

• International investments may also involve risk from unfavorable fluctuation in currency values, differences in generally accepted accounting principles and from economic or political instability.

• In emerging markets, all these risks are heightened, and lower trading volumes may occur.• Bonds will decrease in value as interest rates rise.• In addition to the normal risks associated with investing, technology companies may be subject

to the severe competition and product obsolescence. • ProShares and some ProFunds are non-diversified investments. • For more information on possible risks please see summary and full prospectuses at

proshares.com or profunds.com.

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For more information

www.proshares.com

www.profunds.com