UNITED STATES OF AMERICA BEFORE THE
SECURITIES AND EXCHANGE COMMISSION



INVESTMENT COMPANY ACT OF 1940
Release No. 27658 I January 9, 2007

 In the Matter of

PROFUNDS
ACCESS ONE TRUST PROSHARESTRUST PROSHARE
 ADVISORS LLC PROFUND ADVISORS LLC
7501 Wisconsin Avenue, Suite 1000
Bethesda, MD 20814

(812-13029)


ORDER UNDER SECTION 12(d)(l)(J) OF THE INVESTMENT COMPANY ACT
 OF 1940 GRANTING AN EXEMPTION FROM SECTIONS !2(d)(l)(A) AND
 (B) OF THE ACT AND UNDER SECTIONS 6(c) AND l 7(b) OF THE ACT
 GRANTING AN EXEMPTION FROM SECTION l 7(a) OF THE ACT

ProFunds, Access One Trust, ProShares Trust, ProShare Advisors
 LLC and ProFund Advisors LLC filed an application on
 October 7, 2003, and amendments on June 3, 2004,
 July 15, 2005, October 6, 2006 and December 15, 2006.
 Applicants requested an order under section !2(d)(l)(J) of the
 Investment Company Act of 1940 (the "Act") granting an
 exemption from sections 12(d)(I)(A) and (B) of the Act and
 under sections 6(c) and l 7(b) of the Act granting an
 exemption from section l 7(a) of the Act. The order would
 permit certain management investment companies and unit
 investment trusts registered under the Act to acquire shares
 of certain open-end management investment companies and unit
 investment trusts registered under the Act, including those
 that operate as exchange-traded funds, that are outside the
 same group of investment companies as the acquiring
 investment companies.

On December 14, 2006, a notice of the filing of the application
 was issued (Investment Company Act Release No. 27599).
 The notice gave interested persons an opportunity to request
 a hearing and stated that an order disposing of the
 application would be issued unless a hearing was ordered.
 No request for a hearing has been filed, and the Commission
 has not ordered a hearing.

The matter has been considered and it is found, on the basis
 of the information set forth in the application, as amended,
 that granting the requested exemptions is appropriate in
 and consistent

with the public interest and consistent with the protection
 of investors and the purposes fairly intended by the policy
 and provisions of the Act.

It is also found that the terms of the proposed transactions
 are reasonable and fair and do not involve overreaching, and
 the proposed transactions are consistent with the policies of
 each registered investment company concerned and with the
 general purposes of the Act.

Accordingly,

IT IS ORDERED, that the relief requested under section 12(d)(l)(J)
 of the Act from sections 12(d)(l)(A) and (B) of the Act and under
 sections 6(c) and l 7(b) of the Act from section l 7(a) of the
 Act by ProFunds, Access One Trust, ProShares Trust, ProShare
 Advisors LLC and ProFund Advisors LLC is granted, effective
 immediately, subject to the conditions contained in the
 application, as amended.

For the Commission, by the Division of Investment Management,
 under delegated authority.


Nancy M. Morris Secretary