CERTIFICATE OF THE ASSISTANT SECRETARY OF PROSHARES TRUST
    CERTIFYING RESOLUTIONS APPROVING THE
          JOINT FIDELITY BOND

	THE UNDERSIGNED, the duly appointed Secretary of
ProShares Trust, a Delaware business trust (the "Trust")
registered as a management investment company under the
Investment Act of 1940, as amended (the "1940 Act"), does
hereby certify that the resolutions set forth below were
approved by the Board of Trustees of the Trust (the "Board"),
including a majority of the Trustees who are not
"interested persons" of the Trust, as defined by Section 2(a)(19)
of the 1940 Act (the "Independent Trustees"), on March 12, 2008,
at a meeting of the Board:

RESOLVED, that the joint fidelity bond issued by National
Union Fire Insurance Company, a member company of American
International Group ("AIG") covering the Trusts, and their
respective Funds, and having an aggregate limit of
$5,600,000, be, and it hereby is, approved for the annual
period of March 31, 2008 through March 31, 2009;

FURTHER RESOLVED, that the officers of each Trust be, and
each hereby is, authorized, empowered and directed to
increase the amount of the fidelity bond at any time and
from time to time as they may deem necessary or
appropriate to comply with Rule 17g-1 under the 1940 Act,
such determination to be conclusively evidenced by such
acts; and

FURTHER RESOLVED, that the officers of each Trust are
authorized to pay the portion of the premium allocated
to each Trust and payable with respect to such bond in
accordance with the recommendation presented to this
Meeting; and

FURTHER RESOLVED, that the form and amount of the fidelity
bond coverage and the payment of the premium to be paid
by each Trust thereunder is approved after consideration
of all factors deemed relevant by the Board, including,
but not limited to, the number of other parties named as
insureds, the nature of the business activities of such
other parties, the amount of the joint insured bond, and
the amount of the premium of such bond, the ratable
allocation of the premium among all parties named as
insureds, and the extent to which the share of the
premium allocated to each Trust is less than the premium
each Trust would have had to pay if it had provided
and maintained a single insured bond; and

FURTHER RESOLVED, that the proper officer of each Trust
is hereby authorized to make all necessary filings and
to give the notices with respect to such, fidelity bond
required by paragraph (g) of Rule 17g 1 under the 1940
Act; and

FURTHER RESOLVED, that the form and content of the Joint Insured
Bond Agreement ("Agreement") presented at this meeting
be and hereby are approved; and

FURTHER RESOLVED, that the proper officers of each Trust
be and hereby are authorized and directed to execute and
deliver on behalf of each Trust, and to file with the
Securities and Exchange Commission, together with a copy
of the Joint Insured Bond, the Agreement, substantially
in the form attached, with such modifications as the
officers may deem necessary or appropriate to fully
comply with the provisions of Rule 17g-1 of the Act.

IN WITNESS WHEREOF, I have hereunto set my hand as such
officer of the Trust this 8th day of April, 2008.

ProShares Trust

/s/ Gregory Pickard
--------------------

Gregory Pickard, Esq.
Assistant Secretary