0000891092-11-004126.txt : 20110627 0000891092-11-004126.hdr.sgml : 20110627 20110627132404 ACCESSION NUMBER: 0000891092-11-004126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110627 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110627 DATE AS OF CHANGE: 20110627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FactorShares 2X: Gold Bull/S&P500 Bear CENTRAL INDEX KEY: 0001482879 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 806154069 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35091 FILM NUMBER: 11932617 BUSINESS ADDRESS: STREET 1: FACTOR CAPITAL MANAGEMENT, LLC STREET 2: 1 PENN PLAZA, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: (212) 786-7481 MAIL ADDRESS: STREET 1: FACTOR CAPITAL MANAGEMENT, LLC STREET 2: 1 PENN PLAZA, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10119 FORMER COMPANY: FORMER CONFORMED NAME: FactorShares S&P Gold Premium DATE OF NAME CHANGE: 20100304 FORMER COMPANY: FORMER CONFORMED NAME: FactorShares S&P GSCI 2x Gold Premium DATE OF NAME CHANGE: 20100201 8-K 1 e44145_8k.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2011 (June 24, 2011)

FactorShares 2X: Gold Bull/S&P500 Bear
(Exact Name of Registrant as Specified in its Charter)

Delaware 80-6154069
(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer ID Number)
 
c/o Factor Capital Management, LLC  
1 Penn Plaza 10119
New York, New York (Zip Code)
(Address of Principal Executive Offices)  

001-35091
(Commission File Number)

(212) 786-7481
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

o

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 24, 2011, FactorShares 2X: Gold Bull/S&P500 Bear (“the Fund”) amended the Amended And Restated Declaration Of Trust And Trust Agreement of the Fund, changing the Fund’s fiscal year end to December 31 from June 30. A copy of the Articles of Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust Agreement of the Fund is included as an exhibit to this Report on Form 8-K and is incorporated by reference into this Item No. 5.03.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

The following exhibit is being filed as part of this Report on Form 8-K:

3.11 Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust Agreement of the Fund.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   FactorShares 2X: Gold Bull/S&P500 Bear
     
  By:   Factor Capital Management, LLC, its
    Managing Owner
     
  By: /s/ Stuart Rosenthal
 
  Name: Stuart Rosenthal
  Title: Chief Executive Officer

Date: June 27, 2011

 EX-3.11 2 e44145ex3-11.htm AMENDMENT NO. 1 TO THE AMENDED AND RESTATED DECLARATION OF TRUST

Exhibit 3.11

AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
DECLARATION OF TRUST AND TRUST AGREEMENT
OF
FACTORSHARES 2X: GOLD BULL/S&P500 BEAR

     This Amendment No. 1 (“Amendment No.1”) to the Amended and Restated Declaration of Trust and Trust Agreement dated as of January 18, 2011 (the “Declaration of Trust”) of FactorShares 2X: Gold Bull/S&P500 Bear (the “Fund”) by and between Factor Capital Management, LLC (the “Managing Owner”) and Wilmington Trust Company.

     WHEREAS, the Managing Owner has deemed it advisable for the Fund to amend the definition of “Fiscal Year” as defined in Article X of the Declaration of Trust;

     WHEREAS, the Managing Owner wishes to amend the Declaration of Trust pursuant to Section 11.1(a) thereof to give effect to the adoption of the definition of “Fiscal Year”.

     NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the Declaration of Trust is amended as follows:

          1.      The Fund’s “Fiscal Year” set forth in Article X of the Declaration of Trust shall be amended to reflect a fiscal year that shall end on December 31.
     
  2.      This Amendment No. 1 to the Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Remainder of page left blank intentionally.


     IN WITNESS WHEREOF, this Amendment No. 1 has been executed for and on behalf of the undersigned as of the 24th day of June, 2011.

    Factor Capital Management, LLC,
as Managing Owner
     
  By:   /s/ Stuart Rosenthal
   
    Name:   Stuart Rosenthal
    Title: Chief Executive Officer

Acknowledged:
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Trustee
of the Fund

By:  /s/ Joseph B. Feil
 
Name: Joseph B. Feil
  Title: Vice President

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