ION Proshares S&P Global Core Battery Metals ETF

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 6, 2008, the Company filed a Certificate of Designation establishing the powers, preferences and relative, participating, optional and other special rights of the 12% Series B-1 Mandatorily Convertible Preferred Stock of the Company (the "Series B-1 Convertible Certificate"). The Series B-1 Convertible Certificate amended the Company's Certificate of Incorporation and was effective immediately upon filing.

The Series B-1 Convertible Certificate provides for the authorization for issuance of up to 1,000 shares of Series B-1 Convertible Preferred Stock, par value $.001 per share ("Series B-1 Convertible Preferred"), with a liquidation preference of $10,000 per share. The Series B-1 Convertible Certificate provides for dividends at an annual rate of 12% which shall accrue and be cumulative, whether or not earned or declared, on a quarterly basis, but shall be payable only at such time or times as determined by the Board. The shares of Series B-1 Convertible Preferred are convertible on both an optional and a mandatory basis. At the holder's option, the shares of Series B-1 Convertible Preferred are convertible at any time into shares of Class D Common Stock of the Company at a conversion price of $0.90 per share, increasing at a rate per annum of 12% from August 3, 2007 (the "Issue Date") through the date of conversion. At any time following August 3, 2008, the shares of Series B-1 Convertible Preferred shall be mandatorily converted into shares of Class D Common Stock upon the earliest of: (i) if shares of Class A Common Stock or Class D Common Stock of the Company are traded on a national securities exchange or in the over-the-counter market, the trading price for 15 consecutive trading days is equal to or greater than, (a) in the event the mandatory conversion occurs on or after the first anniversary but prior to the second anniversary of the Issue Date, 102% of the then-applicable conversion price, (b) in the event the mandatory conversion occurs on or after the second anniversary but prior to the third anniversary of the Issue Date, 101% of the then-applicable conversion price, or (c) in the event the mandatory conversion occurs on or after the third anniversary of the Issue Date, the then-applicable conversion price; or (ii) the Company's issuance of common stock at an issue price per share (determined, in the case of a transaction involving CIG Media LLC ("CIG") , NBC Universal, Inc. ("NBCU"), or their respective affiliates, by opinion of an internationally recognized investment bank selected by CIG and NBCU from a list of three banks provided by the Company) equal to or greater than the then-applicable mandatory conversion trigger price of the Series B-1 Convertible Preferred, generating aggregate gross proceeds to the Company of at least $75,000,000.

A copy of the Series B-1 Convertible Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Series B-1 Convertible Certificate.