FactorShares S&P US Anti-Equity Premium Sample Contracts

FactorShares 2X: TBond Bull/S&P500 Bear 200,000 Shares Initial Purchaser Agreement
FactorShares 2X: TBond Bull/S&p500 Bear • January 21st, 2011 • Commodity contracts brokers & dealers • New York

Factor Capital Management, LLC, a Delaware limited liability company (the “Managing Owner”), has sponsored the formation of FactorShares 2X: TBond Bull/S&P500 Bear (the “Fund”), a Delaware statutory trust, for which Wilmington Trust Company, a Delaware banking corporation, acts as the sole trustee (the “Trustee”).

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AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF FACTORSHARES 2X: TBOND BULL/S&P 500 BEAR Dated as of [_______], 2010 By and Between FACTOR CAPITAL MANAGEMENT, LLC and WILMINGTON TRUST COMPANY
Trust and Trust Agreement • November 3rd, 2010 • FactorShares 2X: TBond Bull/S&p500 Bear • Commodity contracts brokers & dealers • Delaware

This AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of FactorShares 2X: TBond Bull/S&P500 Bear is made and entered into as of the [__] day of [_______], 2010, by and between Factor Capital Management, LLC, a Delaware limited liability company, and Wilmington Trust Company, a Delaware banking corporation, as trustee.

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF FACTORSHARES 2X: TBOND BULL/S&P500 BEAR
FactorShares 2X: TBond Bull/S&p500 Bear • June 27th, 2011 • Commodity contracts brokers & dealers

This Amendment No. 1 (“Amendment No.1”) to the Amended and Restated Declaration of Trust and Trust Agreement dated as of January 18, 2011 (the “Declaration of Trust”) of FactorShares 2X: TBond Bull/S&P500 Bear (the “Fund”) by and between Factor Capital Management, LLC (the “Managing Owner”) and Wilmington Trust Company.

CUSTODIAN AGREEMENT
Custodian Agreement • January 21st, 2011 • FactorShares 2X: TBond Bull/S&p500 Bear • Commodity contracts brokers & dealers • Massachusetts

This Agreement, dated as of August 10, 2010, is by and between each of the entities set forth on Appendix A hereto (each such entity and each entity made subject to this Agreement in accordance with Section 19.5 below, a “Trust”; collectively, the “Trusts”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 17th, 2010 • FactorShares S&P US Anti-Equity Premium • Commodity contracts brokers & dealers • Massachusetts

THIS AGREEMENT is dated as of ____________ , 2010 and effective as of effective date of the Trusts’ initial Registration Statement (as hereinafter defined), by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the Commonwealth of Massachusetts having its principal office and place of business at One Lincoln Center, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and each trust set forth on Exhibit A, each organized as a Delaware statutory trust (each a “Trust” and collectively, the “Trusts”).

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