0000891092-10-003476 Sample Contracts

FactorShares S&P US Anti-Equity Premium 200,000 Shares Initial Purchaser Agreement
FactorShares S&P US Anti-Equity Premium • August 17th, 2010 • Commodity contracts brokers & dealers • New York

Factor Capital Management, LLC, a Delaware limited liability company (the “Managing Owner”), has sponsored the formation of FactorShares S&P US Anti-Equity Premium (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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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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