0000894189-15-005277 Sample Contracts

FORM OF FACTORSHARES TRUST INVESTMENT ADVISORY AGREEMENT with Factor Advisors, LLC
Investment Advisory Agreement • October 16th, 2015 • FactorShares Trust • Delaware

This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of this 10th day of September, 2015, by and between FACTORSHARES TRUST (the “Trust”), a Delaware statutory trust, and FACTOR ADVISORS, LLC, a Delaware limited liability company with its principal place of business at 35 Beechwood Road, Suite 2B, Summit, NJ 07901 (the “Adviser”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • October 16th, 2015 • FactorShares Trust • Colorado

THIS AGREEMENT is made as of October 7, 2015, between FactorShares Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

FACTORSHARES TRUST PARTICIPANT AGREEMENT
Participant Agreement • October 16th, 2015 • FactorShares Trust • Colorado

This Participant Agreement (the “Agreement”) is entered into by and among ALPS Distributors, Inc. (the “Distributor”) and ________________ [Participant’s Name and NSCC#] (the “Participant”) and is subject to acceptance by State Street Bank and Trust Company, as transfer agent (the “Transfer Agent”). FactorShares Trust (the “Trust”) is an open-end management investment company organized as a Delaware statutory trust consisting of separate investment portfolios (each, a “Fund” and collectively, the “Funds”) as set forth in Attachment A hereto. The Distributor has been retained as principal underwriter of the Trust and provides certain services in connection with the sale and distribution of shares of beneficial interest of the Funds (the “Shares”). The Transfer Agent has been retained to provide certain transfer agency services with respect to the purchase and redemption of Shares.

FORM OF PENSERRA CAPITAL MANAGEMENT LLC SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 16th, 2015 • FactorShares Trust • New York

Sub-Advisory Agreement (this “Agreement”) entered into as of the 10th day of September, 2015, by and between Factor Advisors, LLC, a Delaware limited liability company with its principal place of business at 35 Beechwood Road, Summit, New Jersey 07901 (the “Adviser”), and Penserra Capital Management LLC, a registered investment advisor organized under the laws of the State of New York (the “Sub-Adviser”).

FOURTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 16th, 2015 • FactorShares Trust

THIS FOURTH AMENDMENT dated as of the 25th day of August, 2015, to the Fund Accounting Servicing Agreement dated as of dated as September 12, 2012, as amended January 25, 2013, October 16, 2014 and June 12, 2015 (the “Agreement”), is entered into by and between FACTORSHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("Fund Services").

FOURTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 16th, 2015 • FactorShares Trust

THIS FOURTH AMENDMENT dated as of the 25th day of August, 2015, to the Fund Administration Servicing Agreement dated as of dated as September 12, 2012, as amended January 25, 2013, October 16, 2014 and June 12, 2015 (the “Agreement”), is entered into by and between FACTORSHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("Fund Services").

FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 16th, 2015 • FactorShares Trust

THIS FOURTH AMENDMENT dated as of the 25th day of August, 2015, to the Transfer Agent Servicing Agreement dated as of dated as September 12, 2012, as amended January 25, 2013, October 16, 2014 and June 12, 2015 (the “Agreement”), is entered into by and between FACTORSHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("Fund Services").

FOURTH AMENDMENT TO THE CUSTODY AGREEMENT
The Custody Agreement • October 16th, 2015 • FactorShares Trust

THIS FOURTH AMENDMENT dated as of this 25th day of August, 2015, to the Custody Agreement dated as of September 12, 2012, as amended January 25, 2013, October 16, 2014 and May 13, 2015 (the "Agreement"), is entered into by and between FACTORSHARES TRUST, a Delaware statutory trust and U.S. BANK, N.A., a national banking association (the "Custodian").

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