FactorShares 2X: S&P500 Bull/TBond Bear Sample Contracts

FactorShares 2X: S&P500 Bull/TBond Bear 200,000 Shares Initial Purchaser Agreement
Initial Purchaser Agreement • January 21st, 2011 • FactorShares 2X: S&P500 Bull/TBond Bear • 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: S&P500 Bull/TBond 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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DISTRIBUTION SERVICES AGREEMENT Registered Commodity Pools
Distribution Services Agreement • January 21st, 2011 • FactorShares 2X: S&P500 Bull/TBond Bear • Commodity contracts brokers & dealers • New York

This Distribution Services Agreement (the “Agreement”) is made this 12th day of August 2010, by and among each Delaware statutory trust set forth on Exhibit A attached hereto (each a “Fund” and collectively, the “Funds”), each having its principal place of business at 1 Penn Plaza, 36th Floor, New York, NY 10119, Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”), having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101, and Factor Capital Management, LLC, a Delaware limited liability company (the “Managing Owner”), with its principal place of business at 1 Penn Plaza, 36th Floor, New York, NY 10119.

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AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF FACTORSHARES 2X: S&P500 BULL/TBOND BEAR Dated as of [_______], 2010 By and Between FACTOR CAPITAL MANAGEMENT, LLC and WILMINGTON TRUST COMPANY
Declaration of Trust and Trust Agreement • November 3rd, 2010 • FactorShares 2X: S&P500 Bull/TBond Bear • Commodity contracts brokers & dealers • Delaware

This AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of FactorShares 2X: S&P500 Bull/TBond 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.

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF FACTORSHARES 2X: S&P500 BULL/TBOND BEAR
Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust Agreement • June 27th, 2011 • FactorShares 2X: S&P500 Bull/TBond Bear • 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: S&P500 Bull/Tbond Bear (the “Fund”) by and between Factor Capital Management, LLC (the “Managing Owner”) and Wilmington Trust Company.

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