FIFTH AMENDMENT TO THE

FUND ADMINISTRATION SERVICING AGREEMENT

THIS FIFTH AMENDMENT dated as of the 25^th day of February, 2016, to the Fund Administration Servicing Agreement dated as of dated as September 12, 2012, as amended January 25, 2013, October 16, 2014, June 12, 2015 and August 25, 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").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the Trust and Fund Services desire to amend the first paragraph of the Agreement and to delete Exhibit A, the listing of the funds; and

WHEREAS, Section 11 of the Agreement allows for its amendment by a written instrument executed by all parties.

NOW, THEREFORE, the parties agree as follows:

The first paragraph of the Agreement is superseded and replaced in its entirety by the following:

THIS AGREEMENT is made and entered into as of the 12^th day of September, 2012, as amended, by and between FACTORSHARES TRUST, (the “Trust”), acting for and on behalf of each series as are currently authorized and issued by the Company or may be authorized and issued by the Company subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

Exhibit A, the list of the Funds, is hereby deleted in its entirety.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

(Signatures on the following page)

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

FACTORSHARES TRUST		U.S. BANCORP FUND SERVICES, LLC

By: /s/ Samuel Masucci, III		By: /s/ Michael R. McVoy
Name: Samuel Masucci, III		Name: Michael R. McVoy
Title: President		Title: Executive Vice President