TQQQ ProShares UltraPro QQQ

ProShares, a premier provider of alternative exchange traded funds (ETFs), announced today share splits on four of its ETFs and reverse share splits on 20 of its ETFs. The splits and reverse splits will not change the value of a shareholder's investment.

Splits

Three funds will split shares 2-for-1.

Ticker   Fund   Split Ratio TQQQ   ProShares UltraPro QQQ®   2:1 URTY   ProShares UltraPro Russell2000   2:1 UMDD   ProShares UltraPro MidCap400   2:1    

One fund will split shares 3-for-1.

Ticker   Fund   Split Ratio UPRO   ProShares UltraPro S&P500®   3:1    

All splits will apply to shareholders of record as of the close of the markets on February 22, 2011, payable after the close of the markets on February 24, 2011. The funds will trade at their post-split prices on February 25, 2011. The ticker symbols and CUSIP numbers for the funds will not change, and all will continue to trade on NYSE Arca.

The splits will decrease the price per share of each fund with a proportionate increase in the number of shares outstanding. For example, for the 2-for-1 splits, each pre-split share held by a shareholder will result in the receipt of 2 post-split shares, which will be priced at one half of the net asset value (“NAV”) of a pre-split share.

Illustration of a Split

The following table shows the effect of a hypothetical 2-for-1 split:

Period   # of Shares Owned   Hypothetical NAV   Value of Shares Pre-Split   100   $100.00   $10,000.00 Post-Split   200   $50.00   $10,000.00      

Reverse Splits

Thirteen funds will reverse split shares 1-for-4.

Ticker   Fund   Split Ratio   Old CUSIP   New CUSIP EPV   ProShares UltraShort MSCI Europe   1:4   74347X807   74348A301 MZZ   ProShares UltraShort MidCap400   1:4   74347R859   74347X211 REW   ProShares UltraShort Technology   1:4   74347R578   74347X153 SDD   ProShares UltraShort SmallCap600   1:4   74347R792   74348A400 SDK   ProShares UltraShort Russell MidCap Growth   1:4   74347R446   74347X187 SIJ   ProShares UltraShort Industrials   1:4   74347R594   74348A103 SJH   ProShares UltraShort Russell2000 Value   1:4   74347R412   74348A509 SJL   ProShares UltraShort Russell MidCap Value   1:4   74347R438   74347X161 SKF   ProShares UltraShort Financials   1:4   74347R628   74347X146 SMK   ProShares UltraShort MSCI Mexico Investable Market   1:4   74344X872   74347X179 TWM   ProShares UltraShort Russell2000   1:4   74347R834   74348A202 UCO   ProShares Ultra DJ-UBS Crude Oil*   1:4   74347W502   74347W650 ZSL   ProShares UltraShort Silver*   1:4   74347W726   74347W643        

Seven funds will reverse split shares 1-for-5.

Ticker   Fund   Split Ratio   Old CUSIP   New CUSIP CMD   ProShares UltraShort DJ-UBS Commodity*   1:5   74347W205   74347W676 JPX   ProShares UltraShort MSCI Pacific ex-Japan   1:5   74347X609   74347X229 QID   ProShares UltraShort QQQ®   1:5   74347R875   74347X237 SCO   ProShares UltraShort DJ-UBS Crude Oil*   1:5   74347W809   74347W668 SKK   ProShares UltraShort Russell2000 Growth   1:5   74347R420   74347X195 SSG   ProShares UltraShort Semiconductors   1:5   74347R545   74347X245 TLL   ProShares UltraShort Telecommunications   1:5   74347R255   74347X252        

All reverse splits will apply to shareholders of record as of the close of the markets on February 24, 2011. The funds will trade at their post-split prices on February 25, 2011. The ticker symbols for the funds will not change, and all will continue to trade on NYSE Arca. All funds undergoing a reverse split will be issued a new CUSIP number.

The reverse splits will increase the price per share of each fund with a proportionate decrease in the number of shares outstanding. For example, for the 1-for-4 reverse splits, every four pre-split shares held by a shareholder will result in the receipt of one post-split share, which will be priced four times higher than the net asset value (“NAV”) of a pre-split share.

Fractional Shares from Reverse Splits

For shareholders who hold quantities of shares that are not an exact multiple of the reverse split ratio (for example, not a multiple of 4 for a 1-to-4 split), the reverse split will result in the creation of a fractional share. Post-reverse split fractional shares will be redeemed for cash and be sent to your broker of record. This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders.

Illustration of a Reverse Split

The following table shows the effect of a hypothetical 1-for-4 reverse split:

Period   # of Shares Owned   Hypothetical NAV   Value of Shares Pre-Split   100   $10.00   $1,000.00 Post-Split   25   $40.00   $1,000.00      

About ProShares

ProShares is a premier provider of alternative ETFs, with 115 funds and nearly $25 billion in assets. ProShares offers the largest family of geared (leveraged and inverse) ETFs.¹ ProShares is part of ProFunds Group, which was founded in 1997 and includes nearly $32 billion in mutual fund and ETF assets.²

Leveraged and inverse ProShares seek returns that are multiples or inverse multiples (e.g., 2x, -2x) of the return of an index or other benchmark (target) for a single day. Due to the compounding of daily returns, leveraged and inverse 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 holdings consistent with their strategies, as frequently as daily. For more on correlation, leverage and other risks, please read the ProShares prospectus.

* Commodity and Currency ProShares, which are issued by ProShares Trust II. All other ProShares are issued by ProShares Trust.

1 Source: Lipper, based on a worldwide analysis of all of the known providers of funds in these categories. The analysis covered ETFs, ETNs and mutual funds by the number of funds and assets as of 6/30/2010.

2 Number of funds and assets as of 2/11/2011.

There is no guarantee any ProShares ETF will achieve its investment objective. Investing involves risk, including the possible loss of principal. ProShares are non-diversified and entail certain risks, including risk associated with the use of derivatives (futures contracts, swap agreements and similar instruments), imperfect benchmark correlation, leverage and market price variance, all of which can increase volatility and decrease performance. Short ProShares should lose money when their benchmarks or indexes rise. See the prospectus for a more complete description of risks.

Carefully consider the investment objectives, risks, charges and expenses of ProShares before investing. This and other information can be found in their summary and full prospectuses. Read them carefully before investing. Obtain them at proshares.com or from your financial professional or broker/dealer representative.

Commodity and Currency ProShares 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.

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 proshares.com.

“QQQ®” and “NASDAQ-100®” are trademarks of the NASDAQ OMX Group, Inc. “Standard & Poor's®,” “S&P®,” “S&P 500®,” “Standard & Poor’s 500™,” are trademarks of Standard & Poor’s Financial Services LLC (“S&P”). “Dow Jones,” “DJ “Dow Jones U.S. Sector Indexes,” “Dow Jones Select Sector Indexes,” “Dow Jones-UBS Commodity IndexSM” and the names identifying each of the individual “Dow Jones-UBS Sub-IndexesSM” are service marks of Dow Jones Trademark Holdings, LLC, and UBS Securities, LLC, as the case may be. The “ “Russell 2000® Index,” “Russell 2000® Growth Index,” “Russell 2000® Value Index,” “Russell Midcap® Growth Index” and “Russell Midcap® Value Index” are trademarks of Russell Investments. “MSCI,” “MSCI Inc.,” “MSCI Index” are service marks of MSCI. “The Dow Jones Indexes are licensed trademarks of CME Group Index Services LLC (“CME”). Dow Jones service marks have been licensed for use by CME. ProShares have not been passed on by these entities or their subsidiaries or affiliates as to their legality or suitability. ProShares are not sponsored, endorsed, sold or promoted by these entities or their subsidiaries or affiliates, and they make no representation regarding the advisability of investing in these products. THESE ENTITIES AND THEIR SUBSIDIARIES AND AFFILIATES MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO 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.