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

FactorShares 2X: S&P500 Bull/USD Bear 200,000 Shares Initial Purchaser Agreement
Initial Purchaser Agreement • January 21st, 2011 • FactorShares 2X: S&P500 Bull/Usd 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/USD 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 • December 28th, 2012 • FactorShares 2X: S&P500 Bull/Usd Bear • Commodity contracts brokers & dealers • Texas

This Distribution Services Agreement (the "Agreement") is made this 27th day of December 2012, 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, Esposito Securities, LLC, a Texas limited liability company (the "Distributor"), having its principal place of business at 300 Crescent Court, Suite 650, Dallas, TX 75201, 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. This Agreement shall not become effective until January 1, 2013.

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AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF FACTORSHARES 2X: S&P500 BULL/USD 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/Usd Bear • Commodity contracts brokers & dealers • Delaware

This AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of FactorShares 2X: S&P500 Bull/USD 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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FORM OF PARTICIPANT AGREEMENT
Participant Agreement • January 21st, 2011 • FactorShares 2X: S&P500 Bull/Usd Bear • Commodity contracts brokers & dealers • New York
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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 21st, 2011 • FactorShares 2X: S&P500 Bull/Usd Bear • Commodity contracts brokers & dealers • Massachusetts

THIS AGREEMENT is dated as of August 11, 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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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF FACTORSHARES 2X: S&P500 BULL/USD BEAR
Amendment to Declaration of Trust • June 27th, 2011 • FactorShares 2X: S&P500 Bull/Usd 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/USD Bear (the “Fund”) by and between Factor Capital Management, LLC (the “Managing Owner”) and Wilmington Trust Company.

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