0000891092-10-003475 Sample Contracts

FactorShares S&P Crude Oil Premium 200,000 Shares Initial Purchaser Agreement
Initial Purchaser Agreement • August 17th, 2010 • FactorShares S&P Crude Oil Premium • 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 Crude Oil 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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ADMINISTRATION AGREEMENT
Administration Agreement • August 17th, 2010 • FactorShares S&P Crude Oil Premium • Commodity contracts brokers & dealers • Massachusetts

This Administration Agreement (“Agreement”) dated as of ___________ , 2010 and effective as of the effective date of the Trusts’ initial Registration Statement (as hereinafter defined), by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each Trust set forth on Exhibit A, each organized as a Delaware statutory trust (each, a “Trust” and collectively, the “Trusts”).

CUSTODIAN AGREEMENT
Custodian Agreement • August 17th, 2010 • FactorShares S&P Crude Oil Premium • 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”).

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