Exhibit 10.5



DISTRIBUTION SERVICES AGREEMENT

Registered Commodity Pools

     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.

     WHEREAS, the Managing Owner serves as the sole managing owner and commodity pool operator of each Fund;

     WHEREAS, the Managing Owner, on behalf of each Fund, has filed, or will file, with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “1933 Act”);

     WHEREAS, each Fund has engaged the Managing Owner to serve as its commodity pool operator; the Managing Owner is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator, is a member of the National Futures Association (“NFA”), and is subject to the Commodity Exchange Act, as amended (the “CEA”), and all of the relevant rules and regulations promulgated thereunder (collectively, the “Commodities Rules”);

     WHEREAS, the Distributor is a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member of the Financial Industry Regulatory Authority (“FINRA”);

     WHEREAS, each Fund desires to retain the Distributor to act as the distributor of such Fund and to perform the services described herein and such additional services as may be agreed to from time to time; and

     WHEREAS, the Distributor desires to provide the services described herein to the Funds.

     NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:

     1. Appointment.

     The Managing Owner, on behalf of each Fund, hereby appoints the Distributor as the exclusive distributor of each Fund listed in Exhibit A hereto, as it may be amended from time to time in accordance with this Agreement, on the terms and for the period set forth in this Agreement and subject to the registration requirements of the federal securities laws and of the









laws governing the sale of securities in the various states, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder.

     2. Definitions.

     Wherever they are used herein, the following terms have the following meanings:

          (a) “Prospectus” means the prospectus which constitutes part of the Registration Statement(s) of each Fund under the 1933 Act as such Prospectus may be amended or supplemented and filed with the SEC from time to time;

          (b) “Registration Statement” means the registration statement most recently filed from time to time by each Fund with the SEC and effective under the 1933 Act, as such registration statement(s) is amended by any amendments thereto at the time in effect;

          (c) All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus.

     3. Duties of the Distributor



          (a) The
Distributor agrees to act as agent of each Fund and to work with each
Fund’s transfer agent (the “Transfer Agent”) in connection
with the receipt and processing of all orders for purchases and redemptions of
common units of beneficial interest of each Fund (“Shares”) in
aggregations of 100,000 Shares (“Baskets”) from DTC
Participants or participants in the Continuous Net Settlement System of the
National Securities Clearing Corporation (the “NSCC
Participants”) that have executed a Participant Agreement (the
“Authorized Participants”), as defined in paragraph 3(b)
hereof, with the Funds and the Managing Owner. The Funds acknowledge that the
Distributor shall be obligated to accept all orders for Baskets subject to the
terms and conditions of the applicable Participant Agreement and guidelines
established by the Managing Owner from time to time. Nothing herein contained
shall prevent the Distributor from entering into like distribution service
arrangements with other exchange-traded funds.



          (b) The
Distributor agrees to use commercially reasonable efforts to act as agent of
each Fund with respect to the continuous distribution of Baskets of each Fund as
set forth in each Registration Statement and in accordance with the provisions
thereof. The Distributor further agrees as follows: (i) at the request of the
Managing Owner, the Distributor shall coordinate with counsel to the Managing
Owner and negotiate participant agreements (“Participant
Agreements”) between and among Authorized Participants, the Funds and
the Managing Owner, for transactions in Baskets of the Funds, in accordance with
the Registration Statement and Prospectus; (ii) the Distributor shall generate,
transmit and maintain copies of confirmations of Basket purchase and redemption
order acceptances to the purchaser or redeemer (such confirmations will indicate
the time such orders were accepted and will be made available to the Managing
Owner promptly upon request and in no case, less frequently than daily as
provided under section 3(j)(vii)); (iii) the Distributor shall deliver copies of
the Prospectus to Authorized Participants who have purchased Baskets in
accordance with the Participant Agreements; (iv) the Distributor shall maintain
telephonic, facsimile and/or access to direct computer communications links with
the Transfer Agent; and (v) the Distributor shall maintain a



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list of Authorized Participants for each Fund and shall make such list available to the public upon request.

          (c) The Managing Owner, on behalf of each Fund, reserves the right to suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca or any exchange on which a Fund’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted, (2) for any period during which an emergency exists as a result of which the delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable, or (3) for such other period as the Managing Owner determines to be necessary for the protection of the Shareholders. The Managing Owner may suspend the Distributor’s authority to process orders for Baskets on behalf of any Fund in accordance with the Participant Agreement upon notice to the Distributor.



          (d) The
Distributor is not authorized by the Managing Owner or any Fund to give any
information or to make any representations other than those contained in the
Registration Statement or Prospectus or contained in shareholder reports or
other material that may be prepared by or on behalf of a Fund (and with the
assistance of the Distributor, as applicable) for the Distributor’s use.
The Distributor shall be entitled to rely on and shall not be responsible in any
way for information provided to it by the Managing Owner with respect to any
Fund and its respective service providers and shall not be liable or responsible
for the errors and omissions of such service providers, provided that the
foregoing shall not be construed to protect the Distributor against any
liability to the Managing Owner or a Fund or the Funds’ shareholders to
which the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement.



          (e) The Distributor shall ensure that all direct requests by Authorized Participants for Prospectuses, product descriptions and periodic fund reports, as applicable, are fulfilled. The Distributor will generally make it known in the brokerage community that Prospectuses and product descriptions are available, including by (i) advising the any exchange on which each Fund’s Shares are listed on behalf of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with FINRA, and (iii) as may otherwise be required by the SEC. The Distributor shall not bear any costs associated with printing Prospectuses and all other such materials.

          (f) The Distributer shall communicate Fund requirements and operational events to Authorized Participants.

          (g) The Distributor agrees to make available, at the Managing Owner’s request, one or more members of its staff to attend meetings of the Board of Managers of the Managing Owner in order to provide information with regard to the ongoing distribution process and for such other purposes as may be requested by the Managing Owner.

          (h) The Distributor shall review and approve all sales and marketing materials for compliance with applicable securities laws and regulations, and file such materials with FINRA, as required under the 1933 Act, and the rules promulgated thereunder. Notwithstanding the foregoing, the Distributor shall not be responsible for the compliance of sales and marketing

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materials with the CEA or the Commodities Rules, and the Managing Owner shall be responsible for ensuring that all sales and marketing materials have been reviewed for compliance with the CEA and the Commodities Rules and filed with the CFTC or NFA, if applicable. The parties hereto acknowledge that the Managing Owner and an affiliate of the Distributor, Foreside Compliance Services, LLC, have entered into a separate agreement with respect to the review of sales and marketing materials for compliance with the CEA or the Commodities Rules.

          (i) The Distributor shall provide training to employees of the Managing Owner with respect to the marketing material review process for which the Distributor is responsible, the SEC, CFTC, NFA and FINRA regulations, and the applicability of these regulations as they relate to sales and marketing materials. Such training shall be provided on-site if requested by the Managing Owner, provided that the Managing Owner pay all reasonable travel expenses associated therewith.

          (j) The Distributor shall provide an order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Baskets in accordance with the Participant Agreements, including without limitation: (i) generating and transmitting confirmations of purchase and redemption order acceptances to purchasers and redeemers of Baskets; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or in a timely fashion; (iv) maintaining a dedicated toll-free line for Authorized Participants to place share creation and redemption orders; (v) transmitting creation and redemption records and restricted files to the Managing Owner daily; and (vi) reconciling Shares daily.

     4. Duties of Each Fund.



          (a) The
Managing Owner, on behalf of each Fund, agrees that it will take all reasonable
action necessary to monitor available Shares registered by each Fund and to
register additional Shares of a Fund pursuant to the 1933 Act as may be required
from time to time. The Managing Owner will make available to the Distributor
such number of copies of each Fund’s then currently effective Prospectus
and product description as the Distributor may reasonably request. The Managing
Owner will furnish to the Distributor copies of annual audited reports of each
Fund made by independent public accountants regularly retained by the Funds and
such other publicly available information that the Distributor may reasonably
request for use in connection with the distribution of Baskets. The Managing
Owner shall keep the Distributor informed of the jurisdictions in which it has
filed notice filings for Shares for sale on behalf of each Fund under the
securities laws thereof and shall promptly notify the Distributor of any change
in this information. The Distributor shall not be liable for damages resulting
from the sale of Shares in authorized jurisdictions where the Distributor had no
information from the Managing Owner that such sale or sales were unauthorized at
the time of such sale or sales.



     5. Fees and Expenses.

          (a) The Distributor shall be entitled to receive compensation from each Fund related to its services hereunder or for additional services as may be agreed to between the

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Managing Owner, on behalf of each Fund, and the Distributor, in accordance with the Fee Schedule attached hereto as Exhibit B;

          (b) Each Fund shall bear the cost and expenses of: (i) the registration of Shares for sale under the Securities Act; and (ii) the registration or qualification of the Shares for sale under the securities laws and/or the costs related to the filing of DDOCs pursuant to the Commodities Rules, as applicable;

          (c) The Distributor shall pay (i) all expenses relating to Distributor’s broker-dealer qualification and registration under the 1934 Act; and (ii) the expenses incurred by the Distributor in connection with routine FINRA filing fees;

          (d) Notwithstanding anything in this Agreement to the contrary, the Distributor and its affiliates may receive compensation or reimbursement from the applicable Funds with respect to any services not included under this Agreement, as may be agreed upon by the parties from time to time; and



          (e) The
payments to the Distributor under this Agreement and under any other agreement
between the Distributor or any of its affiliates and the Funds or the Managing
Owner with respect to the Funds, will not, in the aggregate, exceed 5.0% of the
aggregate dollar amount of the offering (in a dollar amount equal to the amount
disclosed on Schedule C of the aggregate amount registered on the
Registration Statement on Form S-1 or Form S-3, as applicable, in respect of
each Fund). Schedule C will be amended from time-to-time in the
event that additional amounts of Shares are registered. Each Fund will advise
the Distributor if the payments described hereunder must be limited, when
combined with selling commissions charged by other FINRA members and other
payments that would constitute underwriting compensation as defined in FINRA
Rule 2310, in order to comply with the 10% limitation on total
underwriters’ compensation pursuant to FINRA Rule 2310.



          (f) The
Managing Owner shall provide to the Distributor on an on-going basis information
sufficient to enable Distributor to ensure compliance with FINRA Rule 2310,
including calculations of underwriting compensation and total offering and
operating expenses.



     6. Indemnification.



          (a) Subject
to the limitations set forth in Section 14 and in the immediately following
paragraph below, each Fund agrees to indemnify and hold harmless the
Distributor, its affiliates and each of their respective directors, officers and
employees and agents and any person who controls the Distributor within the
meaning of Section 15 of the 1933 Act (any of the Distributor, its officers,
employees, agents and directors or such control persons, for purposes of this
paragraph, a “Distributor Indemnitee”) against any loss,
liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith) arising
out of or based upon (i) the Distributor providing services to a Fund pursuant
to this Agreement; (ii) any claim that the Registration Statement, Prospectus,
product description, shareholder reports, sales literature and advertisements
specifically approved by each Fund and the Managing Owner or other information
filed or made public by any Fund (as from time to time amended)



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included an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein (and in the case of the Prospectus and
product description, in light of the circumstances under which they were made)
not misleading under the 1933 Act, or any other statute or the common law; (iii)
the breach by a Fund of any obligation, representation or warranty contained in
this Agreement; or (iv) a Fund’s failure to comply in any material respect
with applicable securities or commodities laws.



     Each Fund does not
agree to indemnify the Distributor or hold it harmless to the extent that the
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Funds by or on behalf of the Distributor. Each Fund
will also not indemnify any Distributor Indemnitee with respect to any untrue
statement or omission made in the Registration Statement, Prospectus or product
description that is subsequently corrected in such document (or an amendment
thereof or supplement thereto) if a copy of the Prospectus (or such amendment or
supplement) was not sent or given to the person asserting any such loss,
liability, claim, damage or expense at or before the written confirmation to
such person in any case where such delivery is required by the 1933 Act and the
applicable Fund had notified the Distributor of the amendment or supplement
prior to the sending of the confirmation. In no case (i) is the indemnity of the
Funds in favor of any Distributor Indemnitee to be deemed to protect the
Distributor Indemnitee against any liability to the Funds or their respective
shareholders to which the Distributor Indemnitee would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations under
this Agreement, or (ii) are the Funds to be liable under the indemnity agreement
contained in this Section with respect to any claim made against any Distributor
Indemnitee unless the Distributor Indemnitee shall have pursuant to Section 9
notified the applicable Fund in writing of the claim at its principal offices in
New York, New York within a reasonable time after the summons or other first
written notification giving information of the nature of the claim shall have
been served upon Distributor Indemnitee (or after Distributor Indemnitee shall
have received notice of service on any designated agent).


     Failure to notify
the Funds of any claim shall not relieve the applicable Fund from any liability
that it may have to any Distributor Indemnitee against whom such action is
brought unless failure or delay to so notify the applicable Fund prejudices such
Fund’s ability to defend against such claim. The Funds shall be entitled to
participate at their own expense in the defense, or, if they so elect, to assume
the defense of any suit brought to enforce any claims, but if the Funds elect to
assume the defense, the defense shall be conducted by counsel chosen by the
Funds and satisfactory to Distributor Indemnitee, defendant or defendants in the
suit. In the event the Funds elect to assume the defense of any suit and retain
counsel, Distributor Indemnitee, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them. If the Funds
do not elect to assume the defense of any suit, they will reimburse the
Distributor Indemnitee, defendant or defendants in the suit, for the reasonable
fees and expenses of any counsel retained by them. The Funds agree to notify the
Distributor promptly of the commencement of any litigation or proceedings
against them or any of their officers or the Managing Owner in connection with
the issuance or sale of any of the Baskets or the Shares.




          (b) The
Distributor agrees to indemnify and hold harmless the Funds, the Managing Owner
and each of their managers and officers and any person who controls the
Funds



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within the meaning of Section 15 of the 1933 Act
(for purposes of this Section, the Funds, the Managing Owner and each of their
managers and officers and their controlling persons are collectively referred to
as the “Trust Affiliates”) against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages or expense and reasonable counsel
fees incurred in connection therewith) arising out of or based upon (i) the
allegation of any wrongful act of the Distributor or any of its directors,
officers, employees or affiliates in connection with its activities as
Distributor pursuant to this Agreement; (ii) the breach of any obligation,
representation or warranty contained in this Agreement by the Distributor; (iii)
the Distributor’s failure to comply in any material respect with applicable
securities laws, including applicable FINRA regulations; or (iv) any allegation
that the Registration Statement, Prospectus, product description, shareholder
reports, any information or materials relating to the Funds (as described in
section 3(g)) or other information filed or made public by the Funds (as from
time to time amended) included an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to
make the statements not misleading, insofar as such statement or omission was
made in reliance upon, and in conformity with information furnished to the Funds
by or on behalf of the Distributor.



     In no case (i) is
the indemnity of the Distributor in favor of any Trust Affiliate to be deemed to
protect any Trust Affiliate against any liability to the Funds or its security
holders to which such Trust Affiliate would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement, or (ii) is the Distributor to be liable under its
indemnity agreement contained in this Section with respect to any claim made
against any Trust Affiliate unless the Trust Affiliate shall have notified the
Distributor in writing of the claim within a reasonable time after the summons
or other first written notification giving information of the nature of the
claim shall have been served upon the Trust Affiliate (or after the Trust
Affiliate shall have received notice of service on any designated agent).



     Failure to notify
the Distributor of any claim shall not relieve the Distributor from any
liability that it may have to the Trust Affiliate against whom such action is
brought on account of its indemnity agreement contained in this Section unless
failure or delay to so notify the Distributor prejudices the Distributor’s
ability to defend against such claim. The Distributor shall be entitled to
participate at its own expense in the defense or, if it so elects, to assume the
defense of any suit brought to enforce the claim, but if the Distributor elects
to assume the defense, the defense shall be conducted by counsel chosen by it
and satisfactory to the Funds, the Managing Owner and the Trust Affiliates, and
to any controlling person or persons, defendant or defendants in the suit. In
the event that Distributor elects to assume the defense of any suit and retain
counsel, the Funds or controlling person or persons, defendant or defendants in
the suit, shall bear the fees and expenses of any additional counsel retained by
them. If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Funds, the Managing Owner, their officers and managers or
controlling person or persons, defendant or defendants in the suit, for the
reasonable fees and expenses of any counsel retained by them. The Distributor
agrees to notify the Managing Owner and the Funds promptly of the commencement
of any litigation or proceedings against it or any of its officers or directors
in connection with the issuance or sale of any of the Creation Units or the
Shares.



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          (c) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 6(a) or 6(b) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This section 6 shall survive the termination of this Agreement.

     7. Representations.



          (a) The
Distributor represents and warrants that (i) it is duly organized as a Delaware
limited liability company and is and at all times will remain duly authorized
and licensed under applicable law to carry out its services as contemplated
herein; (ii) the execution, delivery and performance of this Agreement are
within its power and have been duly authorized by all necessary action; (iii)
its entering into this Agreement or providing the services contemplated hereby
does not conflict with or constitute a default or require a consent under or
breach of any provision of any agreement or document to which the Distributor is
a party or by which it is bound; (iv) it is registered as a broker-dealer under
the 1934 Act and is a member of FINRA, (v) it is in material compliance with all
laws, rules and regulations applicable to it, including but not limited to the
rules and regulations promulgated by FINRA; and (vi) shall as promptly as
possible notify the Managing Owner should the representations and warranties
under this Section 7(a) are no longer be true during the term of this
Agreement;



          (b) The
Distributor acknowledges that it is a financial institution subject to the USA
Patriot Act of 2001 and the Bank Secrecy Act (collectively, the “AML
Acts”), which require, among other things, that financial institutions
adopt compliance programs to guard against money laundering. The Distributor
represents and warrants that it is in compliance with and will continue to
comply with the AML Acts and applicable regulations in all relevant respects.
The Distributor agrees that it will take such further steps, and cooperate with
the other as may be reasonably necessary, to facilitate compliance with the AML
Acts, including but not limited to the provision of copies of its written
procedures, policies and controls related thereto (“AML
Operations”). Notwithstanding the foregoing, it is expressly understood
and agreed that neither the Managing Owner nor any of its directors, officers,
employees or agents, on its own behalf or on behalf of the Funds, shall have
access to any of Distributor’s AML Operations, books or records pertaining
to other clients or services of Distributor.



          (c) The Distributor and the Managing Owner, on behalf of each Fund, each individually represent and warrant that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to consumers and customers of the Funds. The Managing Owner, on behalf of the Funds, further represents to the Distributor that it has adopted a statement of its privacy policies and practices as required by Securities and Exchange Commission Regulation S-P and agrees to provide to the Distributor a copy of that statement annually.

          (d) Each Fund, individually represents and warrants that (i) it is duly organized as a Delaware statutory trust and is and at all times will remain duly authorized to carry out its obligations as contemplated herein; (ii) the execution, delivery and performance of

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this Agreement are within its power and have been
duly authorized by all necessary action; (iii) its entering into this Agreement
does not conflict with or constitute a default or require a consent under or
breach of any provision of any agreement or document to which such Fund is a
party or by which it is bound; (iv) the Managing Owner is duly registered with
the NFA as a Commodity Pool Operator and the Managing Owner will ensure
compliance by each Fund with the CEA and all of the relevant Commodities Rules;
(v) it possesses, licenses or has other rights to use all patents, patent
applications, trademarks and service marks, trademark and service mark
registrations, trade names, copyrights, licenses, inventions, trade secrets,
technology, know-how and other intellectual property (collectively,
“Intellectual Property”) necessary for or used in the conduct
of the Fund’s business and for the offer, issuance, distribution and sale
of the Shares in accordance with the terms of the Prospectus and this Agreement,
and such Intellectual Property does not and will not breach or infringe the
terms of any Intellectual Property owned, held or licensed by any third party;
(vi) the Registration Statements and each Fund’s Prospectus have been
prepared, and all sales literature and advertisements (“Sales Literature
and Advertisements”) approved by the Managing Owner with respect to the
Funds or other materials prepared by or on behalf of the Funds shall be
prepared, in all material respects, in conformity with the CEA, the Commodities
Rules, the 1933 Act and the rules and regulations of the SEC (the “SEC
Rules and Regulations”); (vii) the Registration Statement and each
Fund’s Prospectus contain, and all Sales Literature and Advertisements
shall contain, all statements required to be stated therein in accordance with
the CEA, the Commodities Rules, the 1933 Act, the SEC Rules and Regulations, and
FINRA Rules and Regulations; and (viii) all statements of fact contained
therein, or to be contained in all Sales Literature and Advertisements, are or
will be true and correct in all material respects at the time indicated or the
effective date, as the case may be, and none of the Registration Statement, any
Fund’s Prospectus, nor any Sales Literature and Advertisements shall
include any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the case of each Fund’s Prospectus in light of the circumstances in which
made, not misleading. Each Fund shall, from time to time, file such amendment or
amendments to the Registration Statement and each Fund’s Prospectus as, in
the light of future developments, shall, in the opinion of counsel to the
Managing Owner, be necessary in order to have the Registration Statement and
each Fund’s Prospectus at all times contain all material facts required to
be stated therein or necessary to make the statements therein, in the case of
each Fund’s Prospectus in light of the circumstances in which made, not
misleading. Each Fund shall not file any amendment to the Registration Statement
or each Fund’s Prospectus without giving the Distributor reasonable notice
thereof in advance and the Managing Owner shall promptly notify the Distributor
of any stop order suspending the effectiveness of the Registration Statement;
provided that nothing in this Agreement shall in any way limit the Funds’
right to file at any time such amendments to the Registration Statement or any
Fund’s Prospectus as the Managing Owner may deem advisable. Notwithstanding
the foregoing, the Funds shall not be deemed to make any representation or
warranty as to any information or statement provided by the Distributor for
inclusion in the Registration Statement or any Fund’s Prospectus.



     8. Duration, Termination and Amendment.


          (a) This
Agreement shall be effective on the date set forth above, and unless terminated
as provided herein, shall continue for two years from its effective date, and
thereafter from year to year, provided such continuance is approved annually by
the Managing Owner.



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This Agreement may be terminated at any time, without the payment of any penalty, as to each individual Fund by the Managing Owner or by the Distributor, on at least sixty (60) days’ prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment.

          (b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.

     9. Notice.

     Any notice or other communication authorized or required by this Agreement to be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed facsimile, or posted by certified mail, return receipt requested, to the following address (or such other address as a party may specify by written notice to the other):


  If to the Distributor:


Foreside Fund Services, LLC


ATTN: Legal/Compliance


Three Canal Plaza, Suite 100


Portland, ME 04101


Telephone: (207) 553-7110


Facsimile: (207) 553-7151





If to the Managing Owner:


Factor Capital Management, LLC


1 Penn Plaza


36th Floor


New York, NY 10119


Telephone: (212) 786-7482


Facsimile: (917) 522-9729





If to a Fund:


[Name of applicable Fund]


c/o Factor Capital Management, LLC


1 Penn Plaza


36th Floor


New York, NY 10119


Telephone: (212) 786-7482


Facsimile: (917) 522-9729



     10. Choice of Law.

     This Agreement shall be governed by, and construed in accordance with, the laws of the state of New York, without giving effect to the choice of laws provisions thereof.

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     11. Counterparts.

     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     12. Severability.

     If any provisions of this Agreement shall be held or made invalid, in whole or in part, then the other provisions of this Agreement shall remain in force. Invalid provisions shall, in accordance with this Agreement’s intent and purpose, be amended, to the extent legally possible, in order to effectuate the intended results of such invalid provisions.

     13. Confidentiality.


     During the term of
this Agreement, the Distributor and the Managing Owner, on its own behalf and on
behalf of each Fund, may have access to confidential information relating to
such matters as either party’s business, trade secrets, systems,
procedures, manuals, products, contracts, personnel, and clients. As used in
this Agreement, “Confidential Information” means information
belonging to one of the parties that is of value to such party and the
disclosure of which could result in a competitive or other disadvantage to such
party. Confidential Information includes, without limitation, financial
information, proposal and presentations, reports, forecasts, inventions,
improvements and other intellectual property; trade secrets; know-how; designs,
processes or formulae; software; market or sales information or plans; customer
lists; and business plans, prospects and opportunities (such as possible
acquisitions or dispositions of businesses or facilities). Confidential
Information includes information developed by either party in the course of
engaging in the activities provided for in this Agreement, unless: (i) the
information is or becomes publicly known through lawful means; (ii) the
information is disclosed to the other party without a confidential restriction
by a third party who rightfully possesses the information and did not obtain it,
either directly or indirectly, from one of the parties, as the case may be, or
any of their respective principals, employees, affiliated persons, or affiliated
entities. The parties understand and agree that all Confidential Information
shall be kept confidential by the other both during and after the term of this
Agreement. Each party shall maintain commercially reasonable information
security policies and procedures for protecting Confidential Information. The
parties further agree that they will not, without the prior written approval by
the other party, disclose such Confidential Information, or use such
Confidential Information in any way, either during the term of this Agreement or
at any time thereafter, except as required in the course of this Agreement and
as provided by the other party or as required by law. Upon termination of this
Agreement for any reason, or as otherwise requested by the Managing Owner, all
Confidential Information held by or on behalf of Managing Owner or any Fund
shall be promptly returned to the Managing Owner, or an authorized officer of
the Distributor will certify to the Managing Owner in writing that all such
Confidential Information has been destroyed. This section 13 shall survive the
termination of this Agreement. Notwithstanding the foregoing, a party may
disclose the other’s Confidential Information if (i) required by law,
regulation or legal process or if requested by the SEC, the CFTC, FINRA or other
governmental regulatory agency with jurisdiction over the parties hereto or (ii)
requested to do so by the other party; provided that in the event of (i), the
disclosing party shall give the other party reasonable prior notice of such
disclosure to the extent reasonably



11









practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

     14. Limitation of Liability.



     This Agreement is
executed by or on behalf of each Fund and the obligations hereunder are not
binding upon any of the trustees, officers or shareholders of a Fund
individually but are binding only upon each Fund to which such obligations
pertain and the assets and property of such Fund. Separate and distinct records
are maintained for each Fund and the assets associated with any such Fund are
held and accounted for separately from the other assets of any other Fund. The
debts, liabilities, obligations, and expenses incurred, contracted for, or
otherwise existing with respect to a particular Fund shall be enforceable
against the assets of that Fund only, and not against the assets of any other
Fund, and none of the debts, liabilities, obligations, and expenses incurred,
contracted for, or otherwise existing with respect to any other Fund shall be
enforceable against the assets of that Fund. Each Fund’s Amended and
Restated Trust Declaration, as may be amended form time to time, is on file with
the Managing Owner.



     15. Use of Names; Publicity.

     The Funds shall not use the Distributor’s name, or any trade or service mark owned by or licensed to the Distributor, in any offering material, shareholder report, advertisement or other material relating to the Funds, other than for the purpose of merely identifying and describing the functions of the Distributor hereunder, in a manner not approved by the Distributor in writing prior to such use, such approval not to be unreasonably withheld. The Distributor hereby consents to all uses of its name required by FINRA, the SEC, the CFTC, any state securities commission, or any federal or state regulatory authority.

     The Distributor or its affiliates shall not use the name of any Fund or the name of the Managing Owner, or any trade or service mark owned by or licensed to the Managing Owner or any Fund in any offering material, shareholder report, advertisement or other material relating to the Distributor, other than for the purpose of merely identifying and describing the functions of the Funds hereunder, in a manner not approved by the Managing Owner in writing prior to such use, provided that in no case shall such approval be unreasonably withheld. The Managing Owner and each Fund hereby consent to all uses of its name required by FINRA, the SEC, the CFTC or any state securities commission, or any federal or state regulatory authority.

     The Distributor will not issue any press releases or make any public announcements regarding the existence of this Agreement without the express prior written consent of the Managing Owner. None of the Managing Owner, the Funds or the Distributor will disclose any of the economic terms of this Agreement, except as may be required by law.

12









     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first set forth above.

				
	   	 	FACTOR CAPITAL MANAGEMENT, LLC, as 

           Managing Owner of each of the Funds set 

           forth on Exhibit A
	 	 	 	 
	 	By:	
      /s/ Stuart J. Rosenthal

      

    
	 	 	Name:	Stuart J. Rosenthal
	 	 	Title:	CEO
	 	 	 
	 	 	FACTOR CAPITAL MANAGEMENT, LLC
	 	 	 	 
	 	By:	/s/ Stuart J. Rosenthal

      

    
	 	 	Name:	Stuart J. Rosenthal
	 	 	Title:	CEO
	 	 	 
	 	 	FORESIDE FUND SERVICES, LLC
	 	 	 	 
	 	By:	/s/ Richard J. Berthy

      

    
	 	 	Name:	Richard J. Berthy
	 	 	Title:	Vice President



13









EXHIBIT A

FactorShares S&P US Equity Premium



FactorShares S&P US Anti-Equity Premium



FactorShares S&P US Equity Anti-USD



FactorShares S&P Crude Oil Premium



FactorShares S&P Gold Premium

Ex. A-1









EXHIBIT C





Pursuant to Section 5(e)

The payments to the Distributor under Section 5 and under any other agreement between the Distributor or any of its affiliates and the Funds or the Managing Owner with respect to the Funds, will not, in the aggregate, exceed 5.0% of the aggregate dollar amount of the offering (an amount equal to $5,000,000 of the $100,000,000 Shares registered on the Registration Statement on Form S-1 (333-164754) in respect of FactorShares S&P US Equity Premium).

The payments to the Distributor under Section 5 and under any other agreement between the Distributor or any of its affiliates and the Funds or the Managing Owner with respect to the Funds, will not, in the aggregate, exceed 5.0% of the aggregate dollar amount of the offering (an amount equal to $5,000,000 of the $100,000,000 Shares registered on the Registration Statement on Form S-1 (333-164758) in respect of FactorShares S&P US Anti-Equity Premium).

The payments to the Distributor under Section 5 and under any other agreement between the Distributor or any of its affiliates and the Funds or the Managing Owner with respect to the Funds, will not, in the aggregate, exceed 5.0% of the aggregate dollar amount of the offering (an amount equal to $5,000,000 of the $100,000,000 Shares registered on the Registration Statement on Form S-1 (333-164757) in respect of FactorShares S&P US Equity Anti-USD).

The payments to the Distributor under Section 5 and under any other agreement between the Distributor or any of its affiliates and the Funds or the Managing Owner with respect to the Funds, will not, in the aggregate, exceed 5.0% of the aggregate dollar amount of the offering (an amount equal to $5,000,000 of the $100,000,000 Shares registered on the Registration Statement on Form S-1 (333-164756) in respect of FactorShares S&P Crude Oil Premium).

The payments to the Distributor under Section 5 and under any other agreement between the Distributor or any of its affiliates and the Funds or the Managing Owner with respect to the Funds, will not, in the aggregate, exceed 5.0% of the aggregate dollar amount of the offering (an amount equal to $5,000,000 of the $100,000,000 Shares registered on the Registration Statement on Form S-1 (333-164755) in respect of FactorShares S&P Gold Premium).

2