0000894189-15-006388 Sample Contracts

FACTORSHARES TRUST FORM OF INVESTMENT ADVISORY AGREEMENT with FACTOR ADVISORS, LLC
Investment Advisory Agreement • December 16th, 2015 • FactorShares Trust • Delaware

This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of this 2nd day of December, 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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PENSERRA CAPITAL MANAGEMENT LLC SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 16th, 2015 • FactorShares Trust • New York

Sub-Advisory Agreement (this “Agreement”) entered into on June 24, 2014 and amended herein as of December 2, 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”).

Amendment No. 1 to Distribution Agreement
Distribution Agreement • December 16th, 2015 • FactorShares Trust

This Amendment No. 1, dated as of December 16, 2015 (the “Effective Date”), to the Distribution Agreement (this “Amendment”), by and between FactorShares Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (“ALPS”).

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