ITEM 1. FINANCIAL STATEMENTS.
FACTORSHARES 2X: S&P500 BULL/TBOND BEAR
Statements of Financial Condition
June 30, 2013 and December 31, 2012
|
|
June 30, 2013
(unaudited)
|
|
December 31, 2012
|
Assets
|
|
|
|
|
|
Short-term investments, at fair value (cost $14,961 and $31,676, respectively)
|
$
|
14,961
|
|
$
|
31,676
|
|
Segregated cash held by broker
|
|
1,177,805
|
|
|
1,024,437
|
|
Receivable on open futures contracts
|
|
77,532
|
|
|
37,978
|
|
Prepaid expenses
|
|
6,553
|
|
|
1,950
|
|
Prepaid expenses to related party
|
|
37,808
|
|
|
-
|
|
Due from related parties
|
|
-
|
|
|
4,496
|
|
Total assets
|
$
|
1,314,659
|
|
$
|
1,100,537
|
|
|
|
|
|
|
|
Liabilities and shareholders’ capital
|
|
|
|
|
|
Payable on open futures contracts
|
$
|
33,861
|
|
$
|
-
|
|
Due to related parties
|
|
2,295
|
|
|
650
|
|
Accrued liabilities
|
|
47,194
|
|
|
71,269
|
|
Total liabilities
|
|
83,350
|
|
|
71,919
|
|
|
|
|
|
|
|
Shareholders’ capital
|
|
|
|
|
|
Paid-in-capital
|
$
|
2,876,800
|
|
$
|
2,876,800
|
|
Accumulated earnings/(deficit)
|
|
(1,645,491)
|
|
|
(1,848,182)
|
|
Total shareholders’ capital
|
|
1,231,309
|
|
|
1,028,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders’ capital
|
$
|
1,314,659
|
|
$
|
1,100,537
|
|
Shares outstanding
|
|
100,040
|
|
|
100,040
|
|
Net asset value per share
|
$
|
12.31
|
|
$
|
10.28
|
|
Market value per share
|
$
|
12.44
|
|
$
|
10.45
|
|
|
|
|
|
|
|
See accompanying notes to unaudited financial
statements.
FACTORSHARES
2X: S&P500 BULL/TBOND BEAR
Schedule of Investments
June 30, 2013 (unaudited)
DESCRIPTION
|
|
|
Principal
Amount
|
Fair Value
|
Short-Term Investments (1.22% of shareholders’
capital)
|
Money Market Funds
(1.22% of shareholders’ capital)
|
JP Morgan 100% U.S. Treasury Securities Money Market Fund Capital
|
|
|
$ 14,961
|
$ 14,961
|
Total Short-Term Investments
|
|
|
|
(
Cost $14,961)
|
|
|
|
$ 14,961
|
|
|
|
|
|
DESCRIPTION
|
Number of
Contracts
|
Fair Value
at Trade
Date
|
Fair Value at
June 30, 2013
|
Unrealized
Appreciation/
(Depreciation)
|
U.S. Futures
|
|
|
|
|
Futures Contracts Purchased
|
|
|
|
|
S&P 500 E Mini Index Futures, SEP13
|
31
|
$2,512,776
|
$2,478,915
|
$ (33,861)
|
Futures Contracts Sold
|
|
|
|
|
30 Year U.S. Treasury Bond Futures, SEP13
|
18
|
$2,522,719
|
$2,445,187
|
$ 77,532
|
|
|
|
|
|
|
|
|
|
$ 43,671
|
See accompanying notes to unaudited financial
statements.
FACTORSHARES 2X: S&P500 BULL/TBOND BEAR
Schedule of Investments
December 31, 2012
DESCRIPTION
|
|
|
Principal
Amount
|
Fair Value
|
Short-Term Investments (3.08% of shareholders’
capital)
|
Money Market Funds
(3.08% of shareholders’ capital)
|
JP Morgan 100% U.S. Treasury Securities Money Market Fund Capital
|
|
$ 31,676
|
$ 31,676
|
Total Short-Term Investments
|
|
|
|
(Cost $31,676)
|
|
|
|
$ 31,676
|
|
|
|
|
|
DESCRIPTION
|
Number of
Contracts
|
Fair Value
at Trade
Date
|
Fair Value at
December 31,
2012
|
Unrealized
Appreciation/
(Depreciation)
|
U.S. Futures
|
|
|
|
|
Futures Contracts Purchased
|
|
|
|
|
S&P 500 E Mini Index Futures, MAR13
|
29
|
$2,048,745
|
$2,059,145
|
$ 10,400
|
Futures Contracts Sold
|
|
|
|
|
30 Year U.S. Treasury Bond Futures, MAR13
|
14
|
$2,092,578
|
$2,065,000
|
$ 27,578
|
|
|
|
|
|
|
|
|
|
$ 37,978
|
|
|
|
|
|
|
|
See accompanying notes to unaudited financial
statements.
FACTORSHARES
2X: S&P500 BULL/TBOND BEAR
Statements of Operations
For the Three Months Ended June 30, 2013 and 2012 and Six Months Ended June 30, 2013 and 2012 (unaudited)
|
|
|
|
|
|
Three Months Ended
|
Six Months Ended
|
|
|
June 30, 2013
|
June 30, 2012
|
June 30, 2013
|
June 30, 2012
|
Investment Income
|
|
|
|
|
|
Interest Income
|
$ -
|
$ -
|
$ -
|
$ -
|
Total Investment Income
|
-
|
-
|
-
|
-
|
Expenses
|
|
|
|
|
|
|
Management fee
|
2,196
|
2,221
|
4,359
|
4,765
|
|
Brokerage commission and fees
|
247
|
286
|
514
|
604
|
|
Audit fees
|
17,372
|
24,316
|
32,235
|
44,327
|
|
Legal fees
|
19,019
|
7,978
|
22,148
|
27,213
|
|
Tax Return preparation fees
|
18,692
|
21,479
|
37,192
|
28,827
|
|
Administrative/Accounting/Custodian fees
|
20,469
|
16,558
|
40,494
|
29,991
|
|
Listing and Calculation Agent fees
|
2,762
|
2,760
|
5,438
|
5,565
|
|
Printing and Postage
|
7,014
|
13,811
|
11,193
|
17,542
|
|
Distribution fees
|
6,629
|
2,907
|
13,300
|
5,614
|
|
Insurance
|
5,130
|
3,935
|
9,910
|
8,307
|
|
PFO Support Services
|
9,034
|
4,600
|
17,454
|
6,000
|
|
Transfer agent fees
|
1,101
|
1,138
|
2,180
|
2,175
|
|
CCO Fees
|
4,052
|
-
|
7,990
|
-
|
|
Other Expenses
|
1,369
|
1,225
|
2,478
|
2,477
|
|
Total Expenses
|
115,086
|
103,214
|
206,885
|
183,407
|
|
Net Investment Income (Loss)
|
(115,086)
|
(103,214)
|
(206,885)
|
(183,407)
|
|
|
|
|
|
|
Net Realized and Unrealized Gain (Loss) on Investment Activity
|
|
|
Net Realized Gain (Loss)
|
|
|
|
|
|
Futures Contracts
|
154,276
|
(217,669)
|
403,883
|
40,351
|
Change in Unrealized Gain (Loss)
|
|
|
|
|
|
Futures Contracts
|
19,983
|
(100,083)
|
5,693
|
46,769
|
|
Net realized and unrealized gain (loss)
|
174,259
|
(317,752)
|
409,576
|
87,120
|
Net Income (Loss)
|
$ 59,173
|
$ (420,966)
|
$ 202,691
|
$ (96,287)
|
See accompanying notes to unaudited
financial statements.
FACTORSHARES
2X: S&P500 BULL/TBOND BEAR
Statements
of Changes in Shareholders’ Capital
For the Three Months Ended June 30, 2013 and June 30, 2012 (unaudited)
|
|
Three Months Ended
|
|
|
June 30, 2013
|
|
June 30, 2012
|
|
|
|
|
|
Shareholders’ Capital at beginning of period
|
|
$ 1,172,136
|
|
$ 1,507,403
|
Increase/(decrease) in Shareholders’ Capital resulting from share transactions
|
|
-
|
|
-
|
Net increase/(decrease) in Shareholders’ Capital resulting from share transactions
|
|
-
|
|
-
|
|
|
|
|
|
Increase/(decrease) in Shareholders’ Capital from operations
|
|
|
|
|
Net investment income/(loss)
|
|
(115,086)
|
|
(103,214)
|
Net realized gain/(loss)
|
|
154,276
|
|
(217,669)
|
Change in net unrealized appreciation/(depreciation)
|
|
19,983
|
|
(100,083)
|
Increase/(decrease) in Shareholders’ Capital from operations
|
|
59,173
|
|
(420,966)
|
Shareholders’ Capital at end of period
|
|
$ 1,231,309
|
|
$ 1,086,437
|
See accompanying notes to unaudited
financial statements.
FACTORSHARES
2X: S&P500 BULL/TBOND BEAR
Statements
of Changes in Shareholders’ Capital
For the Six Months Ended June 30, 2013 and June 30, 2012 (unaudited)
|
|
Six Months Ended
|
|
|
June 30, 2013
|
|
June 30, 2012
|
|
|
|
|
|
Shareholders’ Capital at beginning of period
|
|
$ 1,028,618
|
|
$ 1,182,724
|
Increase/(decrease) in Shareholders’ Capital resulting from share transactions
|
|
-
|
|
-
|
Net increase/(decrease) in Shareholders’ Capital resulting from share transactions
|
|
-
|
|
-
|
|
|
|
|
|
Increase/(decrease) in Shareholders’ Capital from operations
|
|
|
|
|
Net investment income/(loss)
|
|
(206,885)
|
|
(183,407)
|
Net realized gain/(loss)
|
|
403,883
|
|
40,351
|
Change in net unrealized appreciation/(depreciation)
|
|
5,693
|
|
46,769
|
Increase/(decrease) in Shareholders’ Capital from operations
|
|
202,691
|
|
(96,287)
|
Shareholders’ Capital at end of period
|
|
$ 1,231,309
|
|
$ 1,086,437
|
See accompanying notes to unaudited
financial statements.
FACTORSHARES
2X: S&P500 BULL/TBOND BEAR
Statements of Cash Flows
For the Six Months Ended June 30, 2013 and June 30, 2012 (unaudited)
|
|
|
Six Months Ended
|
|
|
|
June 30, 2013
|
|
June 30, 2012
|
Cash flows used in operating activities:
|
|
|
|
|
Net income/(loss)
|
|
$ 202,691
|
|
$ (96,287)
|
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
|
|
|
|
Increase in segregated cash balances for futures agreements
|
|
(153,368)
|
|
(39,748)
|
|
Increase in prepaid expenses
|
|
(4,603)
|
|
(9,443)
|
|
Increase in prepaid expenses to related party
|
|
(37,808)
|
|
-
|
|
Net sale of investments
|
|
16,715
|
|
225,227
|
|
Increase in receivable on open futures contracts
|
|
(39,554)
|
|
(21,207)
|
|
Increase/(Decrease) in payable on open futures contracts
|
|
33,861
|
|
(25,562)
|
|
Increase/(Decrease) in due to related parties
|
|
1,645
|
|
(6,197)
|
|
Decrease in due from related parties
|
|
4,496
|
|
-
|
|
Decrease in accrued liabilities
|
|
(24,075)
|
|
(26,783)
|
|
Net cash used in operating activities
|
|
-
|
|
-
|
|
|
|
|
|
|
Cash flows provided by financing activities:
|
-
|
|
-
|
|
Net increase in cash
|
|
-
|
|
-
|
Cash, beginning of period
|
|
-
|
|
-
|
Cash, end of period
|
|
$ -
|
|
$ -
|
|
|
|
|
|
|
|
See accompanying notes to unaudited
financial statements.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited)
FactorShares 2X: S&P500
Bull/TBond Bear (the “Fund”), a Delaware statutory trust formed on January 26, 2010, commenced investment operations
on February 22, 2011. The Fund offers common units of beneficial interest (the “Shares”) only to certain eligible financial
institutions (the “Authorized Participants”) in one or more blocks of 100,000 Shares (a “Basket”). Factor
Capital Management, LLC (the “Managing Owner”), a Delaware limited liability company and a wholly owned subsidiary
of Factor Advisors, LLC, serves as the managing owner and commodity pool operator of the Fund. The Managing Owner seeded the Fund
with a capital contribution of $1,000 in exchange for 40 Shares at the initial issuance price of $25.00 per share on March 22,
2010.
On July 16, 2012, GENCAP
Ventures, LLC, a Texas limited liability company, became the sole member and owner of Factor Advisors, LLC, pursuant to a definitive
Purchase and Sale Agreement with Factor Advisors Holding Co., LLC, Factor Advisors, LLC and Factor Capital Management, LLC, the
Managing Owner of the Fund. The transaction constituted a change of control of the Fund. GENCAP Ventures, LLC is indirectly wholly-owned
and controlled by Esposito Private Equity Group, a Texas-based private equity investment firm. GENCAP Ventures, LLC acquired Factor
Advisors, LLC from Factor Advisors Holding Co., LLC in consideration of rights to participate in certain future revenues of GENCAP
Ventures, LLC, including the management fee paid by the Fund to the Managing Owner.
The Fund commenced investment
operations on February 22, 2011. The Fund Shares trade on the NYSE Arca, Inc. (the “NYSE Arca”) under the symbol “FSE”.
This report covers the
three months ended June 30, 2013 and June 30, 2012 and the six months ended June 30, 2013 and June 30, 2012 (hereinafter referred
to as the “Three Months Ended June 30, 2013 and June 30, 2012” and “Six Months Ended June 30, 2013 and June 30,
2012”).
The proceeds of the offering
of Shares are invested by the Fund in accordance with its investment objective. The Fund is designed for investors who believe
the large-cap U.S. equity market segment will increase in value relative to the long-dated U.S. Treasury market segment, in one
day or less. The objective of the Fund is to seek to track approximately +200% of the daily return of the S&P U.S. Equity Risk
Premium Total Return Index (the “Index”). The Fund seeks to track the spread, or the difference in daily returns, between
the U.S. equity and long-dated U.S. Treasury market segments primarily by establishing a leveraged long position in the E-mini
Standard and Poor’s 500 Stock Price Index
TM
Futures (the “Equity Index Futures Contract”), and a leveraged
short position in the U.S. Treasury Bond Futures (the “Treasury Index Futures Contract”). The Fund may also invest
in Substitute Futures and/or Financial Instruments from time-to-time. The term “Substitute Futures” refers to futures
contracts other than the Equity Index Futures Contract and the Treasury Index Futures Contract that underlie the Index that the
Managing Owner expects will tend to exhibit trading prices or returns that generally correlate with the Equity Index Futures Contract
and/or the Treasury Index Futures Contract, as applicable. The term “Financial Instruments” refers to forward agreements
and swaps that the Managing Owner expects will tend to exhibit trading prices or returns that generally correlate with the Equity
Index Futures Contract and/or the Treasury Index Futures Contract, as applicable.
The Equity Index Futures
Contract provides an exposure to a major benchmark index of large-cap U.S. equities known as the S&P 500
®
Index.
The Equity Index Futures Contract is a futures contract that permits investors to invest in a substitute instrument in place of
large-cap U.S. equities and thereby speculate on, or hedge exposure to, large-cap U.S. equities. The Equity Index Futures Contract
serves as a proxy for large-cap U.S. equities because the performance of the Equity Index Futures Contract is dependent upon and
reflects the changes in the S&P 500®, which is an index that reflects the performance of each of the underlying 500 large-cap
U.S. equities. The Treasury Index Futures Contract provides an exposure to the long-dated U.S. Treasury market segment, particularly
U.S. Treasury Bonds. The Treasury Index Futures Contract is a futures contract that permits investors to invest in a substitute
instrument in place of the U.S. Treasury Bond and thereby speculate on, or hedge exposure to, the direction of interest rates.
The Treasury Index Futures Contract serves as a proxy for U.S. Treasury Bonds because the performance of the Treasury Index Futures
Contract is dependent upon and reflects the changes in the price of the underlying U.S. Treasury Bonds.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
In order to pursue its
investment objective, the Fund seeks to invest approximately +200% of the value of its fund capital (i.e., the estimated net asset
value) (the “Fund Capital”) in the front month Equity Index Futures Contract (or Substitute Futures and/or Financial
Instruments). Simultaneously, the Fund seeks to invest approximately −200% of the value of its Fund Capital in the front
month Treasury Index Futures Contract (or Substitute Futures and/or Financial Instruments). Around the NAV Calculation Time, and
in order to continue to pursue its daily investment objective, the Fund seeks to rebalance daily its front month Equity Index Futures
Contracts (or Substitute Futures and/or Financial Instruments) to equal approximately +200% of the value of its Fund Capital. Similarly,
around the NAV Calculation Time, the Fund seeks to rebalance daily its front month Treasury Index Futures Contract (or Substitute
Futures and/or Financial Instruments) to equal approximately −200% of the value of its Fund Capital.
The Fund has a leverage
ratio of approximately 4:1 upon daily rebalancing.
The Fund does not seek
to achieve its stated investment objective over a period of time greater than one day because daily rebalancing and mathematical
compounding prevents the Fund from achieving such results. Accordingly, results over periods of time greater than one day should
not be expected to be a simple multiple (+200% or -200%) of the period return of the corresponding benchmark and will likely differ
significantly. Investors should monitor their Fund holdings consistent with their strategies, as frequently as daily.
Standard & Poor’s®
and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”) and have
been licensed for use by the Managing Owner. The Fund is not sponsored, endorsed, sold or promoted by S&P or its affiliates.
(2)
|
|
Summary of Significant Accounting Policies
|
(a)
Basis of Accounting
The accompanying financial
statements of the Fund have been prepared in conformity with U.S. generally accepted accounting principles.
The accompanying financial
statements are unaudited, but in the opinion of management, all adjustments (which include normal recurring adjustments) considered
necessary to present fairly the financial statements have been made. Interim period results are not necessarily indicative of results
for a full year period.
(b) Reclassification
Certain amounts in the
prior period have been reclassified to conform to current period presentation.
(c) Use of Estimates
The preparation of the
financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and accompanying notes. Actual results could differ from those estimates.
(d) Cash
Cash, when shown in the
Statements of Financial Condition, represents non-segregated cash with the custodian.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
(e) Segregated Cash
Held by Broker
The Fund’s arrangement
with Interactive Brokers, LLC (the “Commodity Broker”) requires the Fund to meet its variation margin requirement related
to the price movements, both positive and negative, on futures contracts held by the Fund by keeping cash on deposit with the Commodity
Broker. These amounts are shown as Segregated cash held by broker in the Statements of Financial Condition. The Fund deposits cash
and United States Treasury Obligations with the Commodity Broker subject to Commodity Futures Trading Commission (the “CFTC”)
regulations and various exchange and broker requirements. The combination of the Fund’s deposits with its Commodity Broker
of cash and United States Treasury Obligations and the unrealized gain or loss on open futures contracts represents the Fund’s
overall equity in its brokerage trading account. The Fund uses its cash held by the Commodity Broker to satisfy variation margin
requirements. The Fund earns interest on its cash deposited with the Commodity Broker and is recorded on the accrual basis.
(f) Final Net Asset Value
for Fiscal Period
The calculation time of
the Fund’s final net asset value for creation and redemption of Fund shares for the Six Months Ended June 30, 2013 was at
3:00 p.m. Eastern Time.
Although the Fund’s
shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, the 3:00 p.m. Eastern Time represents
the final opportunity to transact in creation or redemption units for the Six Months Ended June 30, 2013.
Fair value per share is
determined at the close of the New York Stock Exchange and may be later than when the Fund’s NAV per share is calculated.
For financial reporting
purposes, the Fund values transactions based upon the final closing price in their primary markets. Accordingly, the investment
valuations in these financial statements differ from those used in the calculation of the Fund’s final creation/redemption
NAV at June 30, 2013 and December 31, 2012.
(g) Investment Valuation
Short-term investments,
excluding U.S. Treasury Bills, are carried at amortized cost, which approximates value. U.S. Treasury Bills are valued as determined
by an independent pricing service based on methods which include consideration of: yields or prices of securities of comparable
quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.
Futures contracts are valued
at the last settled price on the applicable exchange on which that futures contract trades.
Financial Instruments are
generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Managing
Owner. However, if the price of the underlying Index Futures Contract becomes unavailable with respect to a specific Financial
Instrument, the Managing Owner may, in its sole discretion, choose to determine a fair value price as the basis for determining
the fair value of such position in a Financial Instrument for such day. Such fair value prices would be generally determined based
on available inputs about the current value of the underlying Index Futures Contract and would be based on principles that the
Managing Owner deems fair and equitable so long as such principles are consistent with normal industry standards.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
(h) Financial Instruments and
Fair Value
The Fund discloses the
fair value of its investments in accordance with the Financial Accounting Standards Board (FASB) fair value measurement and disclosure
guidance which requires a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed
based on market data obtained from sources independent of the Fund (observable inputs); and (2) the Fund’s own assumptions
about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs).
The three levels defined by the disclosure requirements hierarchy are as follows:
Level I: Quoted prices
(unadjusted) in active markets for identical assets and liabilities that the reporting entity has the ability to access at the
measurement date.
Level II: Inputs other
than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level
II inputs include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical
or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset
or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means
(market-corroborated inputs).
Level III: Unobservable
pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the
extent that observable inputs are not available.
In some instances, the
inputs used to measure fair value might fall in different levels of the fair value hierarchy. The level in the fair value hierarchy
within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant
to the fair value measurement in its entirety.
Fair value measurements
also require additional disclosure when the volume and level of activity for the asset or liability have significantly decreased,
as well as when circumstances indicate that a transaction is not orderly.
The following tables summarize
the valuation of investments at June 30, 2013 and December 31, 2012 using the fair value hierarchy:
June 30, 2013
|
U.S. Government Treasury Obligations
|
Short-Term Investments
|
Futures Contracts
|
Total
|
Level I – Quoted Prices
|
-
|
$14,961
|
$43,671
a
|
$58,632
|
Total
|
-
|
$14,961
|
$ 43,671
|
$58,632
|
a – Includes $77,532
in Receivable on open futures contracts and $33,861 in Payable on open future contracts in the Statements of Financial Condition.
December 31, 2012
|
U.S. Government Treasury Obligations
|
Short-Term Investments
|
Futures Contracts
|
Total
|
Level I – Quoted Prices
|
-
|
$31,676
a
|
$37,978
b
|
$69,654
|
Total
|
-
|
$31,676
|
$37,978
|
$69,654
|
a – Included in Short-term
investments in the Statements of Financial Condition.
b – Includes $37,978
in Receivable on open futures contracts and in the Statements of Financial Condition.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
There were no Level II
or Level III type holdings at June 30, 2013 and December 31, 2012 and during the Six Months Ended June 30, 2013 and the Year Ended
December 31, 2012.
During the Six Months Ended
June 30, 2013 and the Year ended December 31, 2012, there were no significant transfers between Level I and Level II.
The inputs or methodology
used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.
(i) Investment Transactions
and Related Income
Investment transactions
are recorded on the trade date. All such transactions are recorded on the identified cost basis, with the exception of futures
transactions which are recorded on the average cost basis, and marked to market daily. Unrealized appreciation/depreciation is
reflected in the Statements of Financial Condition and the change in the unrealized appreciation/depreciation between periods is
reflected in the Statements of Operations. Discounts on short-term securities purchased are accreted daily and reflected as Interest
Income in the Statements of Operations.
(j) Federal
Income Taxes
The Fund is registered
as a Delaware statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, the Fund does
not expect to incur U.S. federal income tax liability; rather, each beneficial owner is required to take into account their allocable
share of the Fund’s income, gain, loss, deductions and other items for the Fund’s taxable year ending with or within
the beneficial owner’s taxable year.
Management of the Fund
has reviewed the open tax years (2010 through 2012) and major jurisdictions and concluded that there is no tax liability resulting
from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.
The Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax
benefits will significantly change in the next twelve months. On an ongoing basis, management monitors its tax positions taken
to determine if adjustments to its conclusions are necessary based on factors including, but not limited to, further implementation
of guidance expected from the Financial Accounting Standards Board and on-going analysis of tax law, regulation, and interpretations
thereof.
(a) Short-Term Investments
The Fund may purchase U.S.
Treasury Bills, agency securities, money market funds and other high-credit quality short-term fixed income or similar securities
with original maturities of one year or less. A portion of these investments may be used as margin for the Fund’s trading
in futures contracts.
(b) Derivative Instruments
In seeking to achieve the
Fund’s investment objective, the Managing Owner uses a mathematical approach to investing. Using this approach, the Managing
Owner determines the type, quantity and mix of investment positions that the Managing Owner believes in combination should produce
daily returns consistent with the Fund’s objective.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
All open derivative positions
at June 30, 2013 and December 31, 2012 for the Fund are disclosed in the Schedules of Investments and the notional value of these
open positions relative to the shareholders’ capital of the Fund is generally representative of the notional value of open
positions relative to shareholder’s capital throughout the reporting periods for the Fund. The volume associated with derivative
positions varies on a daily basis as the Fund transacts in derivative contracts in order to achieve the appropriate exposure, as
expressed in notional value, in comparison to shareholders’ capital consistent with the Fund’s investment objective.
Following is a description
of the derivative instruments used by the Fund during the reporting periods, including the primary underlying risk exposures.
The Fund enters into futures
contracts to gain exposure to changes in the value of the underlying financial index. A futures contract obligates the seller to
deliver (and the purchaser to accept) the future cash settlement of a specified quantity and type of a financial index futures
contract at a specified time and place. The contractual obligations of a buyer or seller of a financial index futures contract
may generally be satisfied by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange
before the designated date of delivery.
Upon entering into a futures
contract, the Fund is required to deposit and maintain as collateral at least such initial margin as required by the exchange on
which the transaction is effected. The initial margin is segregated as Cash held by broker, as disclosed in the Statements of Financial
Condition, and is restricted as to its use. Pursuant to the futures contract, the Fund agrees to receive from or pay to the broker
an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments are known as variation
margin and are recorded by the Fund as unrealized gains or losses. The Fund will realize a gain or loss upon closing a futures
transaction.
Futures contracts involve,
to varying degrees, elements of market risk (specifically financial index price risk) and exposure to loss in excess of the amount
of variation margin. The face or contract amounts reflect the extent of the total exposure the Fund has in the particular classes
of instruments. Additional risks associated with the use of futures contracts include imperfect correlation between movements in
the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market
for a futures contract. With futures contracts, there is minimal counterparty risk to the Fund since futures contracts are exchange-traded
and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contracts
against default.
Fair Value of Derivative Instruments
As of June 30, 2013
|
Asset Derivatives
|
Liability Derivatives
|
Derivatives
|
Statement of Financial Condition
|
Unrealized
Appreciation
|
Statement of Financial Condition
|
Unrealized
Depreciation
|
Equity Risk
|
-
|
-
|
Payable on open futures contracts
|
$ (33,861)*
|
Interest Rate Risk
|
Receivable on open futures contracts
|
$ 77,532*
|
-
|
-
|
*Represents cumulative appreciation/depreciation
of futures contracts as reported in the Schedules of Investments.
Fair Value of Derivative Instruments
As of December 31, 2012
|
Asset Derivatives
|
Liability Derivatives
|
Derivatives
|
Statement of Financial Condition
|
Unrealized
Appreciation
|
Statement of Financial Condition
|
Unrealized
Depreciation
|
Equity Risk
|
Receivable on open futures contracts
|
$ 10,400*
|
-
|
-
|
Interest Rate Risk
|
Receivable on open futures contracts
|
$ 27,578*
|
-
|
-
|
*Represents cumulative appreciation of futures
contracts as reported in the Schedules of Investments.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
The Effect of Derivative Instruments on the Statement
of Operations
For the Three Months Ended June 30, 2013
Derivatives
|
Location of Gain (Loss) on Derivatives
|
Realized Gain (Loss) on
Derivatives Recognized
in
Income
|
Change in Unrealized
Appreciation (Depreciation)
on
Derivatives Recognized in Income
|
Equity Risk
|
Net realized gain/(loss) on futures contracts
and/or Change in unrealized gain/(loss) on
futures contracts
|
$118,750
|
$(71,211)
|
Interest Rate Risk
|
Net realized gain/(loss) on futures contracts
and/or Change in unrealized gain/(loss) on
futures contracts
|
$35,526
|
$91,194
|
The futures contracts open at June 30, 2013
are indicative of the activity for the Three Months Ended June 30, 2013.
The Effect of Derivative Instruments on the Statement
of Operations
For the Three Months Ended June 30, 2012
Derivatives
|
Location of Gain (Loss) on Derivatives
|
Realized Gain (Loss) on
Derivatives Recognized
in
Income
|
Change in Unrealized
Appreciation (Depreciation)
on
Derivatives Recognized in Income
|
Equity Risk
|
Net realized gain/(loss) on futures contracts
and/or Change in unrealized gain/(loss) on
futures contracts
|
$(84,880)
|
$(23,881)
|
Interest Rate Risk
|
Net realized gain/(loss) on futures contracts
and/or Change in unrealized gain/(loss) on
futures contracts
|
$(132,789)
|
$(76,202)
|
The futures contracts open at June 30, 2012
are indicative of the activity for the Three Months Ended June 30, 2012.
The Effect of Derivative Instruments on the Statement
of Operations
For the Six Months Ended June 30, 2013
Derivatives
|
Location of Gain (Loss) on Derivatives
|
Realized Gain (Loss) on
Derivatives Recognized
in
Income
|
Change in Unrealized
Appreciation (Depreciation)
on
Derivatives Recognized in Income
|
Equity Risk
|
Net realized gain/(loss) on futures contracts
and/or Change in unrealized gain/(loss) on
futures contracts
|
$311,867
|
$(44,261)
|
Interest Rate Risk
|
Net realized gain/(loss) on futures contracts
and/or Change in unrealized gain/(loss) on
futures contracts
|
$92,016
|
$49,954
|
The futures contracts open at June 30, 2013
are indicative of the activity for the Six Months Ended June 30, 2013.
The Effect of Derivative Instruments on the Statement
of Operations
For the Six Months Ended June 30, 2012
Derivatives
|
Location of Gain (Loss) on Derivatives
|
Realized Gain (Loss) on Derivatives Recognized
in Income
|
Change in Unrealized
Appreciation (Depreciation)
on
Derivatives Recognized in Income
|
Equity Risk
|
Net realized gain/(loss) on futures contracts
and/or Change in unrealized gain/(loss) on
futures contracts
|
$177,145
|
$21,207
|
Interest Rate Risk
|
Net realized gain/(loss) on futures contracts
and/or Change in unrealized gain/(loss) on
futures contracts
|
$(136,794)
|
$25,562
|
The futures contracts open at June 30, 2012
are indicative of the activity for the Six Months Ended June 30, 2012.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
(a) Management Fee
The Fund pays the Managing
Owner a management fee, monthly in arrears, in an amount equal to 0.75% per annum of the average daily NAV of the Fund (the “Management
Fee”). The Management Fee is paid in consideration of the Managing Owner’s advisory services to the Fund. From the
Management Fee, the Managing Owner will be responsible for paying any license fee relating to the Index.
(b) The Administrator, Transfer
Agent and Custodian
The Fund has appointed
State Street Bank and Trust Company (“State Street”), a Massachusetts trust company, as the administrator (the “Administrator”),
the transfer agent (the “Transfer Agent”) and the custodian (the “Custodian”) of the Fund and has entered
into an Administration Agreement, a Transfer Agency and Service Agreement and a Custodian Agreement in connection therewith, respectively.
The monthly fees for administrative
and custody services are up to 0.0475% per annum of the average net assets of the Fund up to $200 million and 0.0225% thereafter,
subject to an annual minimum fee of $32,500 for the first twelve months of the Fund’s operations, $30,000 for the next 6
months and, effective September 1, 2012, $75,000 annually. Additionally, the Fund may pay the Transfer Agent approximately $13,500
per annum plus several additional and de minimis fees, as applicable.
(c) The Distributor
Esposito Securities, LLC
(the “Distributor”), an affiliate of the Managing Owner, provides certain distribution services to the Fund. Pursuant
to the Distribution Services Agreement between the Managing Owner, the Fund and the Distributor, the Distributor assists the Managing
Owner and the Fund with certain functions and duties relating to distribution and marketing services to the Fund, including reviewing
and approving marketing materials and certain regulatory compliance matters. The Distributor also assists with the processing of
creation and redemption orders.
Prior to January 1, 2013
an unaffiliated third party was providing substantially identical distribution services to the Fund.
The Distributor is paid
an annual fee of $5,000 by the Fund and a monthly fee of up to 0.025% per annum of the Fund’s average monthly net asset value
subject to a $1,800 monthly minimum. The distribution fees amounted to $6,629 and $2,907 for the Three Months Ended June 30, 2013
and June 30, 2012, respectively, and $13,300 and $5,614 for the Six Months Ended June 30, 2013 and June 30, 2012, respectively,
as disclosed in the Statements of Operations.
(d) The Commodity Broker
Interactive Brokers LLC,
a Connecticut limited liability company, serves as the Fund’s clearing broker. The Commodity Broker is a member of Factor
Advisors Holding Co., LLC. Factor Advisors Holding Co., LLC receives revenue payments from GENCAP Ventures, LLC, parent of the
Managing Owner of the Fund. In its capacity as clearing broker, the Commodity Broker executes and clears the Fund’s futures
transactions and performs certain administrative services for the Fund.
The Fund pays respective
brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give–up
fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities in U.S.
Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn
basis.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
The brokerage commission
and fees amounted to $247 and $286 for the Three Months Ended June 30, 2013 and June 30, 2012, respectively, and $514 and $604
for the Six Months Ended June 30, 2013 and June 30, 2012, respectively, as disclosed in the Statements of Operations.
(e) ETF Service Provider, LLC
Pursuant to a service
agreement dated October 25, 2012 between the Managing Owner and ETF Service Provider, LLC (“ESP”), an affiliate of
the Managing Owner, the Managing Owner, on behalf of the Fund, has appointed ESP as the tax service provider as well as the Principal
Financial Officer (“PFO”) support service provider. ESP assists the Managing Owner with certain functions and duties
such as the preparation and filing of the Quarterly and Annual regulatory reports filed with the Securities and Exchange Commission
under PFO support services and K-1 processing and other tax return preparation services under tax service provider services.
Pursuant to a service
agreement dated January 1, 2013 between the Managing Owner and ESP, the Managing Owner, on behalf of the Fund, has entered into
an agreement for ESP to provide Chief Compliance Officer (“CCO”) services to the Fund. For CCO services, ESP is paid
an annual fee of $16,000 for 2013 by the Fund. The CCO services fee for 2012 was incurred by the Managing Owner and paid to an
unaffiliated third party service provider.
For tax service provider
services, ESP is paid an annual fee of $75,000 for 2013 and $50,000 for 2012 by the Fund. The tax return preparation fees amounted
to $18,692 and $21,479 for the Three Months Ended June 30, 2013 and June 30, 2012, respectively, and $37,192 and $28,827 for the
Six Months Ended June 30, 2013 and June 30, 2012, respectively, as disclosed in the Statements of Operations.
For PFO support services,
ESP is paid an annual fee of $35,000 by the Fund. The PFO support services fees amounted to $9,034 and $4,600 for the Three Months
Ended June 30, 2013 and June 30, 2012, respectively, and $17,454 and $6,000 for the Six Months Ended June 30, 2013 and June 30,
2012, respectively. The PFO support services fees for the Three Months Ended June 30, 2012 and the Six Months Ended June 30, 2012
were paid to an unaffiliated third party service provider.
The CCO service fees amounted
to $4,052 and $-0- for the Three Months Ended June 30, 2013 and June 30, 2012, respectively, and $7,990 and $-0- for the Six Months
Ended June 30, 2013 and June 30, 2012, respectively.
At June 30, 2013, the
Fund has paid $75,000 to ESP for 2013 service fees payable for tax services. Of this amount, $37,808 is included in the Statement
of Financial Condition as Prepaid Expense to Related Party at June 30, 2013. This amount is being amortized and charged to operations
ratably throughout the year ending December 31, 2013.
(f) The Trustee
Under the Amended and Restated
Declaration of Trust and Trust Agreement (the “Trust Agreement”), Wilmington Trust Company, the Trustee of the Fund
(the “Trustee”) serves as the sole trustee of the Fund in the State of Delaware. The Trustee will accept service of
legal process on the Fund in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. Under
the Trust Agreement, the Managing Owner has the exclusive management and control of all aspects of the business of the Fund. The
Trustee does not owe any other duties to the Fund, the Managing Owner or the Shareholders of the Fund. The Trustee has no duty
or liability to supervise or monitor the performance of the Managing Owner, nor will the Trustee have any liability for the acts
or omissions of the Managing Owner. The trustee fees amounted to $625 and $620 for the Three Months Ended June 30, 2013 and June
30, 2012, respectively, and $1,250 and $1,247 for the Six Months Ended June 30, 2013 and June 30, 2012, respectively, and are included
in Other Expenses in the Statements of Operations.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
(g) Routine Offering, Operational,
Administrative and Other Ordinary Expenses
The Fund pays all of the
routine offering, operational, administrative and other ordinary expenses, including, but not limited to, accounting and computer
services, the fees and expenses of the Trustee, Administrator, Custodian, Transfer Agent and Distributor, legal and accounting
fees and expenses, tax return preparation expenses, filing fees, and printing, mailing and duplication costs. The routine offering,
operational, administrative and other ordinary expenses amounted to $115,086 and $103,214 for the Three Months Ended June 30, 2013
and June 30, 2012, respectively, and $206,885 and $183,407 for the Six Months Ended June 30, 2013 and June 30, 2012, respectively.
(h) Organizational and Offering
Costs
Expenses incurred in connection
with organizing the Fund and up to the offering of its Shares upon commencement of its investment operations on February 22, 2011,
were paid by Factor Advisors, LLC without reimbursement. Accordingly, all such expenses are not reflected in the Statements of
Operations. The Fund will bear the costs of its continuous offering of Shares and ongoing offering expenses. Such ongoing offering
costs will be included as a portion of the Routine Offering, Operational, Administrative and Other Ordinary Expenses. These costs
will include registration fees for regulatory agencies and all legal, accounting, printing and other expenses associated therewith.
These costs will be accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line
basis or a shorter period if warranted.
For the Three Months Ended
June 30, 2013 and June 30, 2012, and for the Six Months Ended June 30, 2013 and June 30, 2012, the Fund did not incur any such
expenses.
(i) Extraordinary Fees and
Expenses
The Fund will pay all extraordinary
fees and expenses, if any. Extraordinary fees and expenses are non-recurring and unusual in nature, such as legal claims and liabilities,
litigation costs or indemnification or other unanticipated expenses. Such extraordinary fees and expenses, by their nature, are
unpredictable in terms of timing and amount. For the Three Months Ended June 30, 2013 and June 30, 2012, and for the Six Months
Ended June 30, 2013 and June 30, 2012, the Fund did not incur any such expenses.
(5)
|
|
Creations and Redemptions
|
The Fund issues and redeems
Shares from time to time, but only in one or more Baskets. A Basket is a block of 100,000 Shares of the Fund. Baskets may be created
or redeemed only by Authorized Participants.
Except when aggregated
in Baskets, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem
Shares directly from or with the Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with
the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements – such as references
to the Transaction Fee imposed on creations and redemptions – is not relevant to retail investors.
(a)
Transaction Fees on Creation and Redemption Transactions
In connection with orders
to create and redeem one or more Baskets, an Authorized Participant is required to pay a transaction fee, or AP Transaction Fee,
of $500 per order, of which $50 goes directly to the Custodian and $450 is paid to the Fund and is recorded as Other Income in
the Statements of Operations. The AP Transaction Fees are paid by the Authorized Participants and not by the Fund. The Fund did
not earn any AP transaction fees for the Three Months Ended June 30, 2013 and June 30, 2012, and for the Six Months Ended June
30, 2013 and June 30, 2012.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
(b)
Share Transactions
There were no Share Transactions
during the Three Months Ended June 30, 2013 and June 30, 2012 and during the Six Months Ended June 30, 2013 and June 30, 2012.
(a) Correlation Risk
The Fund does not seek
to achieve its stated investment objective over a period of time greater than one day because daily rebalancing and mathematical
compounding prevents the Fund from achieving such results. Accordingly, results over periods of time greater than one day should
not be expected to be a simple multiple of twice that of the periodic return of the corresponding benchmark and will likely differ
significantly.
A number of factors may
affect the Fund’s ability to achieve a high degree of correlation with the performance of its benchmark, and there can be
no guarantee that the Fund will achieve a high degree of correlation. A failure to achieve a high degree of correlation may prevent
the Fund from achieving its investment objective. A number of factors may adversely affect the Fund’s correlation with the
performance of its benchmark, including fees, expenses, transaction costs, costs associated with the use of leveraged investment
techniques, income items, accounting standards and disruptions or illiquidity in the markets for the futures contracts or Financial
Instruments in which the Fund invests. The Fund may be subject to large movements of assets into and out of the Fund, potentially
resulting in the Fund being over- or under-exposed to its benchmark. In addition, there is a special form of correlation risk that
derives from the Fund’s use of leverage, which is that for periods greater than one day, the use of leverage tends to cause
the performance of the Fund to be either greater than or less than the target return for the same period stated in the Fund objective,
before accounting for fees and Fund expenses. In general, given a particular index return, increased volatility of the index may
cause a decrease in the performance relative to the target return for the same period.
(c)
Leverage Risk
Leverage offers a means
of magnifying market movements into larger changes in an investment’s value and provides greater investment exposure than
an unleveraged investment. Futures contracts are used to create leverage. The Fund employs leveraged investment techniques to achieve
its investment objective.
(d)
Liquidity Risk
In certain circumstances,
such as the disruption of the orderly markets for the futures contracts or Financial Instruments in which the Fund invests, the
Fund might not be able to dispose of certain holdings quickly or at prices that represent what the market value may have been in
an orderly market. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation
with its underlying Index.
(7)
|
|
Profit and Loss Allocations and Distributions
|
Pursuant to the Trust Agreement,
income and expenses are allocated
pro rata
among the Shareholders monthly based on their respective percentage interests
as of the close of the last trading day of the preceding month. Any losses allocated to the Managing Owner which are in excess
of the Managing Owner’s capital balance are allocated to the Shareholders in accordance with their respective interest in
the Fund as a percentage of total Shareholders’ capital. Distributions (other than redemption of units) may be made at the
sole discretion of the Managing Owner on a
pro rata
basis in accordance with the respective interests of the Shareholders.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
The Managing Owner, either
in its own capacity or in its capacity as the Managing Owner and on behalf of the Fund, has entered into various service agreements
that contain a variety of representations, or provide indemnification provisions related to certain risks service providers undertake
in performing services which are in the best interests of the Fund. As of June 30, 2013, the Fund had not received any claims or
incurred any losses pursuant to these agreements and expects the risk of such losses to be remote.
The term of the Fund is
perpetual unless terminated earlier in certain circumstances as described in the Prospectus.
(10)
|
|
Net Asset Value and Financial Highlights
|
The Fund is presenting
the following net asset value and financial highlights related to investment performance for a Share outstanding for the Three
Months Ended June 30, 2013 and June 30, 2012 and for the Six Months Ended June 30, 2013 and June 30, 2012. The net investment income/(loss)
and expense ratios are calculated using average net assets. The net asset value presentation is calculated by dividing the Fund’s
net assets by the average daily number of Shares outstanding. The total return is based on the change in net asset value or market
value of the Shares during the period. An individual investor’s return and ratios may vary based on the timing of their transactions
in Fund Shares.
|
|
Three Months Ended
|
Six Months Ended
|
|
|
June 30, 2013
|
June 30, 2012
|
June 30, 2013
|
June 30, 2012
|
Net Asset Value
|
|
|
|
|
Net asset value per Share, beginning of period
|
$ 11.72
|
$ 15.07
|
$ 10.28
|
$ 11.82
|
Net investment income/(loss)
|
(1.15)
|
(1.03)
|
(2.07)
|
(1.83)
|
Net realized and unrealized gain/(loss)
|
1.74
|
(3.18)
|
4.10
|
0.87
|
Net income/(loss)
|
0.59
|
(4.21)
|
2.03
|
(0.96)
|
Net asset value per Share, end of period
|
$ 12.31
|
$ 10.86
|
$ 12.31
|
$ 10.86
|
Market asset value per Share, end of period
|
$ 12.44
|
$ 10.83
|
$ 12.44
|
$ 10.83
|
Ratios to average Net Assets
(a)
|
|
|
|
|
Expense ratio
|
39.30%
|
34.85%
|
35.59%
|
28.87%
|
Net investment income (loss)
|
(39.30)%
|
(34.85)%
|
(35.59)%
|
(28.87)%
|
Total Return, at net asset value
(b)
|
5.03%
|
(27.94)%
|
19.75%
|
(8.12)%
|
Total Return, at market value
(b)
|
5.07%
|
(28.28)%
|
19.04%
|
(9.07)%
|
|
|
|
|
|
|
a
|
Percentages are annualized.
|
|
b
|
Percentages are not annualized.
|
(11)
|
|
New Accounting Pronouncements
|
In January 2013, the Financial
Accounting Standards Board (“FASB”) issued ASU No. 2013-01, “Clarifying the Scope of Disclosures about Offering
Assets and Liabilities.” ASU 2013-01 states the intended scope of disclosures required by ASU No. 2011-11 “Balance
Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” apply to derivatives and hedging transactions. This
pronouncement was effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The
adoption of this guidance did not have an effect on the Fund’s financial condition, results of operations, or cash flows.
FACTORSHARES 2X: S&P500 BULL/TBOND
BEAR
Notes
to Financial Statements
June 30, 2013 (unaudited) (continued)
The Managing Owner of the
Fund, Factor Capital Management, LLC, is indirectly wholly owned and controlled by Esposito Private Equity Group (“EPEG”).
The Managing Owner is dependent on EPEG for capital investments to support its ongoing operations. Currently, EPEG has committed
to fund the Managing Owner through the end of 2013. Thereafter there is no commitment from EPEG for any additional funding. As
a result, there is significant doubt as to the Managing Owner’s ability to continue as a going concern.
This uncertainty raises
substantial doubt about the Fund’s ability to continue as a going concern, primarily due to the Fund’s operational
dependence on the services provided to the Fund by the Managing Owner.
The Managing Owner is actively
seeking other capital partners to maintain operations. If the Managing Owner is unable to secure the necessary capital to sustain
its operations it will look to transfer the management of the Fund to another suitable Commodity Pool Operator (“CPO”).
If the Managing Owner is unable to transfer the Fund to another CPO it will liquidate the Fund in a timely manner.
The Fund evaluated the
need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued.
This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.
ITEM 2.
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
|
This information
should be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Quarterly Report (the
“Report”). The discussion and analysis which follows may contain trend analysis and other forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934 (the “34 Act”) which reflect our current views
with respect to future events and financial results. Words such as “anticipate,” “expect,” “intend,”
“plan,” “believe,” “seek,” “outlook” and “estimate,” as well as similar
words and phrases, signify forward-looking statements. FactorShares 2X: S&P500 Bull/TBond Bear’s forward-looking statements
are not guarantees of future results and conditions and important factors, risks and uncertainties may cause our actual results
to differ materially from those expressed in our forward-looking statements.
You should not
place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities laws, Factor Capital
Management, LLC (the “Managing Owner”), undertakes no obligation to publicly update or revise any forward-looking statements
or the risks, uncertainties or other factors described in this Report, as a result of new information, future events or changed
circumstances or for any other reason after the date of this Report.
Overview
/
Introduction
The FactorShares
2X: S&P500 Bull/TBond Bear Fund (the “Fund”) is designed for investors who believe the large-cap U.S. equity market
segment will increase in value relative to the long-dated U.S. Treasury market segment, in one day or less. The objective of the
Fund is to seek to track approximately +200% of the daily return of the S&P U.S. Equity Risk Premium Total Return Index (the
“Index”). The Fund seeks to track the spread, or the difference in daily returns, between the U.S. equity and long-dated
U.S. Treasury market segments primarily by establishing a leveraged long position in the E-mini Standard and Poor’s 500 Stock
Price Index
TM
Futures (the “Equity Index Futures Contract” or the “Long Index Futures Contract”),
and a leveraged short position in the U.S. Treasury Bond Futures (the “Treasury Index Futures Contract” or the “Short
Index Futures Contract”). The Fund may also invest in Substitute Futures and/or Financial Instruments from time-to-time.
The term “Substitute Futures” refers to futures contracts other than the Equity Index Futures Contract and the Treasury
Index Futures Contract that underlie the Index that the Managing Owner expects will tend to exhibit trading prices or returns that
generally correlate with the Equity Index Futures Contract and/or the Treasury Index Futures Contract, as applicable. The term
“Financial Instruments” refers to forward agreements and swaps that the Managing Owner expects will tend to exhibit
trading prices or returns that generally correlate with the Equity Index Futures Contract and/or the Treasury Index Futures Contract,
as applicable. (Substitute Futures and/or Financial Instruments are more fully described later in the Report under the section
“Substitute Futures and/or Financial Instruments.”)
The Index is intended
to reflect the daily spreads, or the differences in the relative return, positive or negative, between the value of the S&P
500® Futures Excess Return Index (the “Long Sub-Index”) and the value of the S&P U.S. Treasury Bond Futures
Excess Return Index (the “Short Sub-Index”). The Long Sub-Index reflects a passive exposure to the near-month Long
Index Futures Contract. The Short Sub-Index reflects a passive exposure to the near-month Short Index Futures Contract. The Index
is designed to reflect +100% of the spread, or the difference in daily return, positive or negative, between the Long Sub-Index
and the Short Sub-Index, plus the return on a risk free component. The risk free component of the Index reflects the returns generated
by holding a 3-month United States Treasury bill.
The Equity Index
Futures Contract provides an exposure to a major benchmark index of large-cap U.S. equities known as the S&P 500® Index.
The Equity Index Futures Contract is a futures contract that permits investors to invest in a substitute instrument in place of
large-cap U.S. equities and thereby speculate on, or hedge exposure to, large-cap U.S. equities. The Equity Index Futures Contract
serves as a proxy for large-cap U.S. equities because the performance of the Equity Index Futures Contract is dependent upon and
reflects the changes in the S&P 500®, which is an index that reflects the performance of each of the underlying 500 large-cap
U.S. equities. The Treasury Index Futures Contract provides an exposure to the long-dated U.S. Treasury market segment, particularly
U.S. Treasury Bonds. The Treasury Index Futures Contract is a futures contract that permits investors to invest in a substitute
instrument in place of the U.S. Treasury Bond and thereby speculate on, or hedge exposure to, the direction of interest rates.
The Treasury Index Futures Contract serves as a proxy for U.S. Treasury Bonds because the performance of the Treasury Index Futures
Contract is dependent upon and reflects the changes in the price of the underlying U.S. Treasury Bonds.
Overview of
the Sub-Indexes
Sub-Indexes and Index Futures Contracts
|
Exchange
1
(Contract
Symbol)
|
Base Date
2
|
Sub-Index Base
Weight (%)
3
|
Contract
Months
|
Long Sub-Index
:
S&P 500® Futures Excess Return Index
Long Index Futures Contract
:
E-mini Standard and Poor’s 500 Stock Price
Index
TM
Futures
|
CME
(ES)
4
|
9.9.1997
|
100
|
March
June
September
December
|
Short Sub-Index
:
S&P U.S. Treasury Bond Futures Excess Return
Index
Short Index Futures Contract
:
U.S. Treasury Bond Futures
|
CME
(US)
5
|
9.9.1997
|
100
|
|
|
|
|
|
1
Connotes
the exchange on which the underlying Index Futures Contracts are traded.
Legend
: “CME” means the Chicago Mercantile
Exchange, Inc., or its successor.
2
The earliest date on which the Index is calculated is referred to as the base date, or Base Date. By definition, the
Index is comprised of a specific proportion, or Base Weight, of each underlying Sub-Index.
3
As of the Base Date, and upon daily rebalancing, the Long Sub-Index base weight, or the Long Sub-Index Base Weight,
is +100%. As of the Base Date and upon daily rebalancing, the Short Sub-Index base weight, or the Short Sub-Index Base Weight,
is also +100%.
4
Monday – Friday: 17:00-15:15 (next day) & 15:30-16:30; Sunday: 17:00-15:15 (next day) (Central Time).
5
Monday – Friday 07:20-14:00 (Central Time).
______________________
The Index is rebalanced
daily as of the Index Calculation Time in order to continue to reflect the spread, or the difference in the daily return, between
two specific market segments. By rebalancing the Index on a daily basis as of the Index Calculation Time, the Index will then be
comprised of equal notional amounts (
i.e.
+100% and −100%, respectively) of both of its Long Index Futures Contracts
and Short Index Futures Contracts in accordance with its daily objectives. Daily rebalancing of the Index will lead to different
results than would otherwise occur if the Index, and in turn, the Fund, were to be rebalanced less frequently or more frequently
than daily.
As explained in
greater detail below, the Fund seeks to track the Index on a leveraged and daily basis by creating a portfolio of Long Index Futures
Contracts and Short Index Futures Contracts (which may include Substitute Futures and/or Financial Instruments). The Fund seeks
to rebalance daily its holdings around the NAV Calculation Time which occurs upon the first to settle of its Long Index Futures
Contracts or Short Index Futures Contracts. However, the Fund will only rebalance on business days when NYSE Arca and the futures
exchanges on which both the Long Index Futures Contracts and the Short Index Futures Contracts are open.
The Index is inherently
leveraged whenever its Index Base Weight (which reflects the sum of the Sub-Index Base Weights) exceeds an aggregate index base
weight of 100%, which reflects the index base weight of an unleveraged index. As of the Base Date and upon daily rebalancing, each
Index reflects a leverage ratio of 2:1, or the 2:1 Ratio. The 2:1 Ratio will increase or decrease throughout each trading day prior
to daily rebalancing because the prices of the Index Futures Contract underlying each Sub-Index will vary intra-day.
The Managing Owner
determines the type, quantity and combination of Index Futures Contracts, and, as applicable, Substitute Futures and Financial
Instruments the Managing Owner believes may produce daily returns consistent with the Fund’s daily and leveraged objective.
In order to pursue
its investment objective, the Fund seeks to invest approximately +200% of the value of its Fund Equity (i.e., the estimated net
asset value) in the front month Equity Index Futures Contract (or Substitute Futures and/or Financial Instruments). Simultaneously,
the Fund seeks to invest approximately −200% of the value of its Fund Equity in the front month Treasury Index Futures Contract
(or Substitute Futures and/or Financial Instruments). Around the NAV Calculation Time, and in order to continue to pursue its daily
investment objective, the Fund seeks to rebalance daily its front month Equity Index Futures Contracts (or Substitute Futures and/or
Financial Instruments) to equal approximately +200% of the value of its Fund Equity. Similarly, around the NAV Calculation Time,
the Fund seeks to rebalance daily its front month Treasury Index Futures Contract (or Substitute Futures and/or Financial Instruments)
to equal approximately −200% of the value of its Fund Equity.
Under the Amended and Restated
Declaration of Trust and Trust Agreement (the “Trust Agreement”), Wilmington Trust Company, the Trustee of the Fund
(the “Trustee”) serves as the sole trustee of the Fund in the State of Delaware. The Trustee will accept service of
legal process on the Fund in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. Under
the Trust Agreement, the Managing Owner has the exclusive management and control of all aspects of the business of the Fund. The
Trustee does not owe any other duties to the Fund, the Managing Owner or the Shareholders of the Fund. The Trustee has no duty
or liability to supervise or monitor the performance of the Managing Owner, nor does the Trustee have any liability for the acts
or omissions of the Managing Owner.
The sponsor of the Index
is Standard & Poor’s Financial Services LLC (the “Index Sponsor”). Standard & Poor’s® and S&P®,
are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”) and have been licensed
for use by the Managing Owner. The Fund is not sponsored, endorsed, sold or promoted by S&P or its affiliates, and S&P
and its affiliates make no representation, warranty or condition regarding the advisability of buying, selling or holding Shares
in the Fund.
The Index Sponsor obtains
information for inclusion in, or for use in the calculation of, the Index from sources the Index Sponsor considers reliable. None
of the Index Sponsor, the Managing Owner, the Fund or any of their respective affiliates accepts responsibility for or guarantees
the accuracy and/or completeness of any of the Index or any data included in any of the Index.
Rolling
Each Sub-Index, which is
comprised of a certain Index Futures Contract, includes provisions for the replacement (also referred to as “rolling”)
of its Index Futures Contract as it approaches its expiration date. “Rolling” is a procedure which involves closing
out the Index Futures Contract that will soon expire and establishing a position in a new Index Futures Contract with a later expiration
date pursuant to the rules of each Sub-Index. In turn, the Fund will seek to roll its Index Futures Contracts in a manner consistent
with its Sub-Index’s provisions for the replacement of an Index Futures Contract that is approaching maturity.
Effect of Leverage
The Fund achieves the right
to a return on a capital base in excess of its equity capital by entering into derivatives (
e.g.
, futures contracts, and
if necessary, Financial Instruments) with an aggregate notional value, or “exposure,” in excess of the Fund’s
net asset value. The capital base is comprised of “notional” dollars, not cash, but the effect is the same. The notional
value of a futures contract that references a financial index, such as E-mini Standard & Poor’s 500 Stock Price Index™,
is the contract size (measured in fixed dollars) multiplied by the market price for future settlement of the financial index. So
if the market price for December expiration of the E-mini Standard & Poor’s 500 Stock Price Index™ Futures is $1,500,
the notional value of the contract is $75,000 (
e.g.
$50 contract size x $1,500 market price). It is referred to as a “notional”
value because it does not exist physically; it exists only hypothetically as the subject of an agreement between the parties to
the contract.
The use of leverage increases
the potential for both trading profits and losses, depending on the changes in market value of the Fund’s Index Futures Contracts
positions (or Substitute Futures and/or Financial Instruments). Holding futures positions with a notional amount in excess of the
Fund’s net asset value constitutes a form of leverage. Because the notional value of the Fund’s Index Futures Contracts
(or Substitute Futures and/or Financial Instruments), will rise or fall throughout each trading day and prior to rebalancing, the
leverage ratio could be higher or lower than an approximately 4:1 leverage ratio between the notional value of the Fund’s
portfolio and Fund Capital immediately after rebalancing. As the ratio increases, your losses may increase correspondingly.
For example, in the absence
of tracking error, an investment in the Fund (which has a Fund multiple of +200%) assumes an approximately 4:1 leverage ratio,
upon rebalancing and excluding the return on United States Treasuries and other high credit quality short-term fixed income securities,
since it will be reduced by an amount equal to −4% daily when both of the following occur on the same trading day:
|
·
|
the Long Sub-Index decreases −1% and
|
|
·
|
the Short Sub-Index increases +1%.
|
The Fund seeks a
daily exposure equal to approximately +200% of the Index Return (as defined below). As a consequence, a potential risk of total
loss exists if the Index Return changes approximately 50% or more over a single trading day or less, in a direction adverse to
the Fund (
i.e.
, meaning a decline of approximately 50% or more in the value of the Index Return of the Fund). The risk of
total loss exists in a short period of time as a result of significant Index movements.
The value of the
Shares relates directly to the value of its portfolio, less the liabilities (including estimated accrued but unpaid expenses) of
the Fund.
For periods longer
than a single trading day, the Fund does not attempt to and should not be expected to, provide returns that are equal to the Fund
multiple (i.e. +200%), times the return of the Index, or Index Return. For periods longer than a single trading day, and before
accounting for mathematical compounding, daily rebalancing, the differences between the NAV Calculation Time and the Index Calculation
Time, leverage, volatility, fees, fund expenses and income of the Fund, it is unlikely that the Fund’s multi-day returns
will equal the Fund multiple times the Index Return of its corresponding Index.
For periods longer than
a single trading day, investors should not attempt to calculate the anticipated or actual multi-day return of the Fund by simply
multiplying the Fund multiple by the Index Return of the corresponding Index because such a result is an insufficient methodology
and does not account for the mathematical effects arising from the interaction of leverage (in the amount of the Fund multiple),
daily rebalancing, the differences between the NAV Calculation Time and the Index Calculation Time, fees, expenses, and interest
income experienced by the Fund, or Fund Compounding. The Fund does not seek to achieve its stated investment objective over a period
of time longer than a single trading day because merely multiplying the Fund multiple by the Index Return does not account for
Fund Compounding, and therefore, by definition, prevents the Fund from tracking the product of the Fund multiple by the Index Return
for a period longer than a single trading day.
Substitute Futures and Financial Instruments
In the event the Fund reaches
position limits imposed by the CFTC or a futures exchange with respect to an Index Futures Contract, the Managing Owner, may in
its commercially reasonable judgment, cause the Fund to invest in Substitute Futures or Financial Instruments referencing the particular
Index Futures Contract, or Financial Instruments not referencing the particular Index Futures Contract, if such instruments tend
to exhibit trading prices or returns that correlate with the Index or any Index Futures Contract and will further the investment
objective of the Fund. The term “Substitute Futures” refers to futures contracts other than the specific Index Futures
Contracts that underlie the applicable Index that the Managing Owner expects will tend to exhibit trading prices or returns that
generally correlate with an Index Futures Contract. The term “Financial Instruments” refers to forward agreements and
swaps that the Managing Owner expects will tend to exhibit trading prices or returns that generally correlate with an Index Futures
Contract. To the extent practicable, the Fund will invest in swaps cleared through the facilities of a centralized clearing house.
The Fund may also invest in Substitute Futures or Financial Instruments if the market for a specific Index Futures Contract experiences
emergencies (such as a natural disaster, terrorist attack or an act of God) or disruptions (such as a trading halt or flash crash)
that prevent the Fund from obtaining the appropriate amount of investment exposure to the affected Index Futures Contract. For
the Three Months Ended June 30, 2013 and June 30, 2012 and the Six Months Ended June 30, 2013 and June 30, 2012, the Fund had not
invested in Financial Instruments (including forwards).
The following paragraphs
describe the above-listed Financial Instruments in general terms.
Swap agreements
are two-party contracts entered into primarily by institutional investors for a specified period ranging from a day to more than
a year. In a standard swap transaction, the parties agree to exchange the returns on a particular predetermined investment, instrument
or index as well as a fixed or floating rate of return (interest rate leg) in respect of a predetermined notional amount. The gross
returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked.
Swaps are usually entered into on a net basis, that is, the two payment streams are netted out in a cash settlement on the payment
date or dates specified in the agreement with the parties receiving or paying, as the case may be, only the net amount of the two
payments. In a typical swap agreement that may be entered into by the Fund, absent fees, transaction costs and interest, the Fund
would be entitled to settlement payments in the event the benchmark increases and is required to make payments to the swap counterparty
in the event the benchmark decreases.
A forward contract
is a contractual obligation to purchase or sell a specified quantity of a financial index or currency at or before a specified
date in the future at a specified price and, therefore, is economically similar to a futures contract. Unlike futures contracts,
however, forward contracts are typically traded in the over-the-counter, or OTC, markets and are not standardized contracts. Forward
contracts for a given financial index or currency are generally available for various amounts and maturities and are subject to
individual negotiation between the parties involved. Moreover, there is generally no direct means of offsetting or closing out
a forward contract by taking an offsetting position as one would a futures contract on a U.S. exchange. If a trader desires to
close out a forward contract position, he generally will establish an opposite position in the contract but will settle and recognize
the profit or loss on both positions simultaneously on the delivery date. Thus, unlike in the futures contract market where a trader
who has offset positions will recognize profit or loss immediately, in the forward market a trader with a position that has been
offset at a profit will generally not receive such profit until the delivery date, and likewise a trader with a position that has
been offset at a loss will generally not have to pay money until the delivery date. In recent years, however, the terms of forward
contracts have become more standardized, and in some instances such forward contracts now provide a right of offset or cash settlement
as an alternative to making or taking delivery of the underlying commodity or currency. The forward markets are largely unregulated.
Forward contracts are, in general, not cleared or guaranteed by a third party.
The forward markets
provide what has typically been a highly liquid market for foreign exchange trading, and in certain cases the prices quoted for
foreign exchange forward contracts may be more favorable than the prices for foreign exchange futures contracts traded on U.S.
exchanges. Commercial banks participating in trading foreign exchange forward contracts often do not require margin deposits, but
rely upon internal credit limitations and their judgments regarding the creditworthiness of their counterparties. In recent years,
however, many OTC market participants in foreign exchange trading have begun to require that their counterparties post margin.
Performance Summary
This report covers the
Three Months Ended June 30, 2013 and June 30, 2012 and the Six Months Ended June 30, 2013 and June 30, 2012. The Fund trades on
the NYSE Arca, Inc. (the “NYSE Arca”) under the symbol “FSE”.
The Fund is designed
to seek daily investment results, before fees and expenses, corresponding to approximately +200%, of the daily spread, or difference
in the changes, positive or negative, of the Index. Performance of the Fund and the exchange traded Shares are detailed below in
“Results of Operations”.
The Index is designed
to reflect the daily spread, or difference in the changes, positive or negative, between the value of its Long Sub-Index and the
value of its Short Sub-Index. Each Long Sub-Index and Short Sub-Index is comprised of its Long Index Futures Contract and Short
Index Futures Contract, respectively.
S&P U.S. Equity Risk Premium Total Return Index
|
LONG OR SHORT FUTURES CONTRACTS INVESTED BY THE FUND;
(EXCHANGE*, CONTRACT SYMBOL)
|
NAME OF SUB-INDEXES
NAME OF INDEX FUTURES CONTRACTS
|
Long Futures Contract
:
E-mini Standard & Poor’s 500 Stock Price
Index™ Futures (CME, ES)
Short Futures Contract
:
U.S. Treasury Bond Futures (CME, US)
|
Long Sub-Index
:
S&P 500® Futures Excess Return Index
Long Index Futures Contract
:
E-mini Standard and Poor’s 500 Stock Price Index
TM
Futures
Short Sub-Index
:
S&P U.S. Treasury Bond Futures Excess Return Index
Short Index Futures Contract
:
U.S. Treasury Bond Futures
|
*Legend: “CME” means
the Chicago Mercantile Exchange, Inc., or its successor.
The section “Summary
of S&P U.S. Equity Risk Premium Total Return Index and Sub-Index Returns for the Three Months Ended June 30, 2013 and June
30, 2012 and the Six Months Ended June 30, 2013 and June 30, 2012” below provides an overview of the changes in the closing
levels of S&P U.S. Equity Risk Premium Total Return Index by disclosing the change in closing levels of the Index itself and
each underlying Sub-Index plus 3-month United States Treasury Obligation returns. Please note that the Fund’s objective is
to track the Index and the Fund does not attempt to outperform or underperform the Index.
The following table
highlights the results of the S&P U.S. Equity Risk Premium Total Return Index and its Sub-Indexes for the Three Months Ended
June 30, 2013 and June 30, 2012 and the Six Months Ended June 30, 2013 and June 30, 2012.
Summary of S&P U.S.
Equity Risk Premium Total Return Index and
Sub-Index Returns
|
Three Months Ended
|
Six Months Ended
|
|
June 30, 2013
|
June 30, 2012
|
June 30, 2013
|
June 30, 2012
|
Index
:
S&P U.S. Equity Risk Premium Total Return Index
|
8.21%
|
(10.34)%
|
20.52%
|
14.06%
|
Long Sub-Index
:
S&P 500® Futures Excess Return Index
|
2.69%
|
(2.84)%
|
13.38%
|
7.63%
|
Short Sub-Index
:
S&P U.S. Treasury Bond Futures Excess Return Index
|
(5.32)%
|
7.83%
|
(6.30)%
|
4.85%
|
3-Month United States Treasury Obligations
|
0.017%
|
0.019%
|
0.033%
|
0.026%
|
Pursuant to the rules
and regulations of the 34 Act, the above table discloses the change in levels of the Index and the Sub-Indexes for the periods
covered by this Report. However, the Fund seeks investment results for a single day only, not for longer periods. This means that
the return of the Fund for a period longer than a single trading day will be the result of each day’s returns compounded
over the period, which will very likely differ from approximately twice (either + 200% or − 200%) the return of the Index
for that period. Due to a number of reasons as described throughout this Report, including, but not limited to, mathematical compounding,
daily rebalancing, the differences between the NAV Calculation Time and the Index Calculation Time, leverage and volatility, the
Fund will not track its Index for a period longer than a single trading day and may experience tracking error intra-day. In periods
of higher market volatility, the volatility of an Index may be at least as important to the Fund’s return over any period
as the changes in the levels of the Index. The Fund is different from most exchange-traded funds in that the Fund seeks leveraged
returns and only on a daily basis. The Fund also is riskier than similarly benchmarked exchange-traded funds that do not use leverage
leverage. Accordingly, the Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand
the potential consequences of seeking daily leveraged investment results. Shareholders should actively monitor their investments.
Additionally, the Fund’s fees and expenses are paid first out of interest income from the Fund’s holdings of U.S. Treasury
bills on deposit with the Commodity Broker as margin or otherwise. As a result of the Fund’s fees and expenses, unless the
Fund’s income from its futures trading exceed the Fund’s fees and expenses, the aggregate return on the Fund is expected
to underperform the Index.
Net Asset
Value
Net asset value means the
total assets of the Fund including, but not limited to, all cash and cash equivalents or other debt securities less total liabilities
of the Fund, each determined on the basis of generally accepted accounting principles in the United States, consistently applied
under the accrual method of accounting. In particular, net asset value includes any unrealized gain or loss on open futures contracts,
Financial Instruments (if any), and any other credit or debit accruing to the Fund but unpaid or not received by the Fund. Subject
to the next paragraph, all open futures contracts traded on a United States exchange are calculated at their then current market
value, which are based upon the settlement price for that particular futures contract traded on the applicable United States exchange
on the date with respect to which net asset value is being determined; provided, that if a futures contract traded on a United
States exchange could not be liquidated on such day, due to the operation of daily limits or other rules of the exchange upon which
that position is traded or otherwise, the settlement price on the most recent day on which the position could have been liquidated
will be the basis for determining the fair value of such position for such day. Subject to the next paragraph, the current fair
value of all open futures contracts traded on a non-United States exchange, to the extent applicable, are based upon the settlement
price for that particular futures contract traded on the applicable non-United States exchange on the date with respect to which
net asset value is being determined; provided further, that if a futures contract traded on a non-United States exchange, to the
extent applicable, could not be liquidated on such day, due to the operation of daily limits (if applicable) or other rules of
the exchange upon which that position is traded or otherwise, the settlement price on the most recent day on which the position
could have been liquidated will be the basis for determining the fair value of such position for such day. The Managing Owner may
in its discretion (and under extraordinary circumstances, including, but not limited to, periods during which a settlement price
of a futures contract is not available due to exchange limit orders or force majeure type events such as systems failure, natural
or man made disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance)
value any asset of the Fund pursuant to such other principles as the Managing Owner deems fair and equitable so long as such principles
are consistent with normal industry standards. Interest earned on the
Fund’s futures brokerage account, if applicable, will
be accrued at least monthly. The amount of any distribution will be a liability of the Fund from the day when the distribution
is declared until it is paid.
The NAV of the Fund is
calculated as of the first to settle of the corresponding Index Futures Contracts, provided that the Fund will not calculate its
NAV after 4:00 p.m. (Eastern Time). Accordingly, because the futures exchanges on which the E-mini Standard and Poor’s 500
Stock Price Index™ Futures (Long Index Futures Contracts) and the U.S. Treasury Bond Futures (Short Index Futures Contracts)
settle at 4:15 p.m. (Eastern Time) and 3:00 p.m. (Eastern Time), respectively, the Fund will calculate its NAV, or NAV Calculation
Time, as of 3:00 p.m. (Eastern Time).
The Fund’s daily
NAV may reflect the closing settlement price and/or the last traded value just before the NAV Calculation Time, as applicable,
for each of its Index Futures Contracts. The Fund’s daily NAV will reflect the closing settlement price for each of its Index
Futures Contracts if an Index Futures Contract’s closing settlement price is determined at or just before the NAV Calculation
Time. If the exchange on which the Fund’s Index Futures Contracts are traded does not determine the closing settlement price
at or just before the NAV Calculation Time, then the last traded value for that Index Futures Contract up until (but excluding)
the NAV Calculation Time will be reflected in the NAV.
For example, the closing
settlement price of the U.S. Treasury Bond Futures occurs at or around 3:00 p.m. Eastern Time, or just before the NAV Calculation
Time for the Fund. Accordingly, the Index Futures Contract price used to determine the NAV for U.S. Treasury Bond Futures positions
held by the Fund will be the corresponding closing settlement price of U.S. Treasury Bond Futures as reported by the CME. However,
the closing settlement price for the E-mini Standard and Poor’s 500 Stock Price Index™ Futures is determined at or
around 4:15 p.m. Eastern Time, which occurs 75 minutes after the NAV Calculation Time of the Fund. Therefore, the Index Futures
Contract price used to determine the NAV for E-mini Standard and Poor’s 500 Stock Price Index™ Futures positions held
by the Fund will be the last traded value for the E-mini Standard and Poor’s 500 Stock Price Index™ Futures up until
(but excluding) 3:00 p.m. Eastern Time.
There can be no guarantee
that the change in market value caused by the time difference between the Fund’s NAV Calculation Time and the actual time
for an Index Futures Contract’s last traded value prior to the NAV Calculation Time will be immaterial.
In calculating the net
asset value of the Fund, the settlement value of a Financial Instrument is determined by applying the terms as provided under the
applicable Financial Instrument. However, in the event that an underlying Index Futures Contract is not trading due to the operation
of daily limits or otherwise, the Managing Owner may in its sole discretion choose to value the Fund’s Financial Instruments
referencing such Index Futures Contract on a fair value basis in order to calculate the Fund’s net asset value.
Net asset value per Fund
Share, in respect of the Fund, is the net asset value of the Fund divided by the number of its outstanding Fund Shares.
Critical
Accounting Policies
The Fund’s
critical accounting policies are as follows:
Preparation of the financial
statements and related disclosures in accordance with U.S. generally accepted accounting principles requires the application of
appropriate accounting rules and guidance, as well as the use of estimates. The Fund’s application of these policies involves
judgments and the use of estimates. Actual results may differ from the estimates used and such differences could be material. The
Fund holds a significant portion of its assets in futures contracts and a money market fund, which are held at fair value. The
Fund may also invest in Substitute Futures and Financial Instruments, as applicable.
The Fund calculates its
net asset value as of the NAV Calculation Time as described above.
The Fund’s critical
accounting policy with respect to Financial Instruments is as follows:
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The Fund may invest in Financial Instruments. The Financial Instruments
would be recorded on a trade date basis and at fair value in the financial statements, with changes in fair value reported in the
Statements of Operations.
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The use of fair value to measure Financial Instruments, with related
unrealized gains or losses recognized in earnings in each period, is fundamental to the Fund’s financial statements. The
fair value of a Financial Instrument is the amount that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date (the exit price).
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The Financial Instruments are generally valued using independent
sources and/or agreements with counterparties or other procedures as determined by the Managing Owner. However, if the price of
the underlying Index Futures Contract becomes unavailable with respect to a specific Financial Instrument, the Managing Owner may,
in its sole discretion, choose to determine a fair value price as the basis for determining the fair value of such position in
a Financial Instrument for such day. Such fair value prices would be generally determined based on available inputs about the current
value of the underlying Index Futures Contract and would be based on principles that the Managing Owner deems fair and equitable
so long as such principles are consistent with normal industry standards.
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Fair value pricing with respect to the Financial Instruments may
require subjective determinations about the value of the Financial Instruments. While the Fund’s policy is intended to result
in a calculation of the Fund’s net asset value that fairly reflects investment values of the Financial Instruments as of
the time of pricing, the Fund cannot ensure that fair values determined by the Managing Owner or persons acting at their direction
would accurately reflect the price that the Fund could obtain for an investment if it were to dispose of that Financial Instrument
as of the time of pricing (for instance, in a forced or distressed sale). The prices used by the Fund may differ from the value
that would be realized if the Financial Instruments were sold and the differences could be material to the applicable financial
statements.
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The Fund discloses the fair value of its Financial Instruments in
a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
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With the exception of futures transactions which are recorded on
the average cost basis, realized gains (losses) and changes in unrealized gain (loss) on open positions are determined on a specific
identification basis and recognized in the Statements of Operations in the period in which the contract is closed or the changes
occur, respectively.
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Liquidity
and Capital Resources
The Fund’s source
of capital is derived through the Fund’s offering of Shares to Authorized Participants. Authorized Participants may then
subsequently redeem such Shares. Substantially all of the Fund’s total net assets are allocated to futures trading, unless
the Fund makes an investment in one or more Financial Instruments. If the Fund invests in Financial Instruments, a portion of its
proceeds of the offerings of Shares may be used to collateralize Financial Instruments in accordance with normal practices in the
over-the-counter derivatives markets.
A significant portion of
the net asset value of the Fund is held in cash, which is used as margin for the Fund’s trading in futures contracts. Although
the following percentages may vary substantially over time, as of June 30, 2013 and December 31, 2012, the Fund estimates that
approximately 100% of the net asset value of the Fund has been placed in segregated accounts in the name of the Fund with the Commodity
Broker in the form of cash to margin positions of all futures contracts combined. The percentage that 3-month U.S. Treasury bills
and, if applicable, other high credit quality short-term fixed income securities bear to the shareholders’ capital of the
Fund varies from day to day as the market values of the underlying portfolio of the Fund changes. Such funds are segregated pursuant
to CFTC rules. “Initial” or “original” margin is the minimum amount of funds that must be deposited by
a futures trader with his commodity broker in order to initiate futures trading or to maintain an open position in futures contracts.
“Maintenance” margin is the amount (generally less than initial margin) to which a trader’s account may decline
before he must deliver additional margin. Margin requirements are computed each day by the Commodity Broker. When the market value
of a particular open futures contract position changes to a point where the margin on deposit does not satisfy maintenance margin
requirements, a margin call is made by the Commodity Broker. The Fund will meet a margin call by either liquidating an appropriate
amount of 3-month U.S. Treasury bills and other high credit quality short-term fixed income securities, as applicable, or satisfy
the margin call with cash. If the Fund does not have a sufficient amount of cash or 3-month U.S. Treasury bills and other high
credit quality short-term fixed income securities to satisfy the margin call, the Fund will be required to liquidate its holdings
in Index Futures Contracts. If the margin call is not met within a reasonable time, the broker may close out the Fund’s position.
Interest earned on the
Fund’s interest-bearing funds is paid to the Fund.
The Fund’s futures
contracts may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For
example, futures exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred
to as “daily limits.” During a single day, no trades may be executed at prices beyond the daily limit. Once the price
of a futures contract has increased or decreased by an amount equal to the daily limit, such positions can neither be taken nor
liquidated unless the traders are willing to effect trades at or within the limit. Futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading. Such market conditions could prevent the Fund from promptly liquidating
its futures positions.
The Fund’s Financial
Instruments, if any, may also be subject to periods of illiquidity because of market conditions, regulatory considerations and
other reasons. For example, the Financial Instruments are not traded on an exchange, do not have uniform terms and conditions,
and in general are not transferable without the consent of the counterparty. Entry into Financial Instruments may further impact
liquidity because these contractual agreements are executed “off-exchange” between private parties and, therefore,
the time required to offset or “unwind” these positions may be greater than that for exchange-traded instruments. This
potential delay could be exacerbated to the extent a counterparty is not a United States person.
Because the Fund trades
futures contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties
to perform under the terms of the contracts (credit risk). Additionally, if the Fund invests in Financial Instruments, its capital
would be at risk due to changes in the value of these Financial Instruments (market risk) or the inability of counterparties to
perform under the terms of the Financial Instruments (credit risk).
The procedures by which
an Authorized Participant can redeem one or more Baskets mirror the procedures for the creation of Baskets. On any business day,
an Authorized Participant may place an order with the Distributor to redeem one or more Baskets. Redemption orders must be placed
by no later than 5 hours prior to the close of NYSE Arca, which would be customarily 11:00 a.m. Eastern Time. However, from time-to-time,
NYSE Arca may have an early close at, for example, 1:00 p.m. Eastern Time (e.g., the day after Thanksgiving). On these days, redemption
orders must be placed by no later than 8:00 a.m. Eastern Time, which would be 5 hours prior to the early close of NYSE Arca. The
day on which the Distributor receives a valid redemption order is the redemption order date. Redemption orders are irrevocable.
The redemption procedures allow Authorized Participants to redeem Baskets. Individual Shareholders may not redeem directly from
the Fund. Instead, individual Shareholders may only redeem Shares in integral multiples of 100,000 and only through an Authorized
Participant.
Market
Risk
Trading in futures
contracts involves the Fund entering into contractual commitments to purchase or sell a particular investment instrument at a specified
date and price. The market risk to be associated with the Fund’s commitments to purchase investment instruments will be limited
to the gross or face amount of the futures contracts held. However, should the Fund enter into a contractual commitment to sell
investment instruments, it would be required to make delivery of the underlying investment instrument at the contract price and
then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the investment
instrument can rise is unlimited, entering into commitments to sell an investment instrument exposes the Fund to theoretically
unlimited risk.
The Fund’s exposure
to market risk is influenced by a number of factors, including the volatility of interest rates and foreign currency exchange rates,
the liquidity of the markets in which the contracts are traded and the relationships among the futures contracts held. The inherent
uncertainty of the Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss
of all or substantially all of the Fund’s net assets.
Credit
Risk
When the Fund enters
into futures contracts (or Substitute Futures and/or Financial Instruments), the Fund is exposed to credit risk that the counterparty
to the contract will not meet its obligations.
The counterparty
for futures contracts traded on United States and on most foreign futures exchanges is the clearing house associated with the
particular exchange. In general, clearing houses are backed by their corporate members who may be required to share in the financial
burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In
cases where the clearing house is not backed by the clearing members (
i.e.
, some foreign exchanges, which may become applicable
in the future), it may be backed by a consortium of banks or other financial institutions.
Financial Instruments are
contracted for directly with the appropriate counterparties.
There can be no assurance
that any counterparty, clearing member or clearing house will meet its obligations to the Fund.
Swap agreements do not
generally involve the delivery (if applicable) of the underlying assets either at the outset of a transaction or upon settlement.
Accordingly, if the counterparty to a swap agreement defaults, the Fund’s risk of loss consists of the net amount of payments
that the Fund is contractually entitled to receive, if any. Swap counterparty risk is generally limited to the amount of any unrealized
gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with the recovery of collateral
posted in segregated tri-party accounts at the Fund’s custodian bank.
Forward agreements do not
involve the delivery (if applicable) of the underlying assets at the onset of a transaction, but may be settled physically (if
applicable) in the underlying asset if such contracts are held to expiration, particularly in the case of currency forwards. Thus,
prior to settlement, if the counterparty to a forward contract defaults, the Fund’s risk of loss consists of the net amount
of payments that the Fund is contractually entitled to receive, if any. However, if physically settled forwards are held until
expiration (presently, there is no plan to do this), at the time of settlement, the Fund may be at risk for the full notional value
of the forward contracts depending on the type of settlement procedures used.
The Managing Owner attempts
to minimize these credit risks by requiring the Fund to abide by various trading limitations and policies, which include limiting
margin accounts and trading only in liquid markets. The Managing Owner has implemented procedures which include, but are not limited
to:
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executing and clearing trades with creditworthy counterparties;
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limiting the amount of margin or premium required for any one futures contract or all futures
contracts combined; and
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generally limiting transactions to futures contracts which are traded in sufficient volume to
permit the taking and liquidating of positions.
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The Fund will enter
into Financial Instruments with counterparties selected by the Managing Owner. The Managing Owner will select forward agreements
and swaps counterparties giving due consideration to such factors as it deems appropriate, including, without limitation, creditworthiness,
familiarity with the Index, and price. Under no circumstances will the Fund enter into a forward agreement or swap with any counterparty
whose credit rating is lower than investment-grade at the time a contract is entered into.
The Commodity Broker, when
acting as the Fund’s futures commission merchant in accepting orders for the purchase or sale of domestic futures contracts,
is required by CFTC regulations to separately account for and segregate as belonging to the Fund, all assets of the Fund relating
to domestic futures trading and the Commodity Broker is not allowed to commingle such assets with other assets of the Commodity
Broker. In addition, CFTC regulations also require the Commodity Broker to hold in a secure account assets of the Fund related
to foreign futures trading.
Cash Flows
The primary cash flow activity
of the Fund originates from Authorized Participants through the issuance of Shares of the Fund. This cash is invested into the
Fund where it may be used to invest in United States Treasury Obligations and to meet margin requirements as a result of the positions
taken in futures contracts to match the fluctuations of the Index that the Fund is attempting to track.
Operating Activities
Net cash flow used in operating
activities was $-0- and $-0- for the Six Months Ended June 30, 2013 and June 30, 2012, respectively. At June 30, 2013 and December
31, 2012 segregated cash held by the broker was $1,177,805 and $1,024,437, respectively, as reflected in the Statements of Financial
Condition.
Financing Activities
The Fund’s net cash
flow provided by financing activities was $-0- and $-0- for the Six Months Ended June 30, 2013 and June 30, 2012, respectively.
Results of Operations
FOR THE THREE MONTHS ENDED
JUNE 30, 2013 AND JUNE 30, 2012 AND THE SIX MONTHS ENDED JUNE 30, 2013 AND JUNE 30, 2012
The Fund commenced investment
operations on February 22, 2011 at $25.00 per Share. The Fund’s Shares have been trading on the NYSE Arca since February
24, 2011 under the symbol “FSE”.
The Fund seeks to track
approximately +200% of the daily return of the S&P U.S. Equity Risk Premium Total Return Index (the “Index”), over
time, plus the excess, if any, of the Fund’s interest income from its holdings of United States Treasury Obligations and
other high credit quality short-term fixed income securities over the expenses of the Fund. The Fund seeks to track the spread,
or the difference in daily returns, between the U.S. equity and long-dated U.S. Treasury market segments primarily by establishing
a leveraged long position in the E-mini Standard and Poor’s 500 Stock Price Index
TM
Futures (the “Equity
Index Futures Contract”), and a leveraged short position in the U.S. Treasury Bond Futures (the “Treasury Index Futures
Contract”).
The following graphs illustrate
changes in (i) the price of the Shares (as reflected by the graphs “Comparison of Per Share FSE NAV to FSE market value for
the Three Months Ended June 30, 2013 and June 30, 2012”, and “Comparison of Per Share FSE NAV to FSE market value for
the Six Months Ended June 30, 2013 and June 30, 2012” and (ii) the Fund’s NAV (as reflected by the graphs “Comparison
of FSE NAV to benchmark index for the Three Months Ended June 30, 2013 and June 30, 2012” and “Comparison of FSE NAV
to benchmark index for the Six Months Ended June 30, 2013 and June 30, 2012”).
The Index is a set of rules
applied to a body of data and does not represent the results of actual investment or trading. The Index is frictionless, in that
it does not take into account fees or expenses associated with investing in the Fund. Also, because it does not represent actual
futures positions, the Index is not subject to, and does not take into account the impact of, speculative position limits (if applicable)
or certain other similar limitations on the ability of the Fund to trade the Index Futures Contracts. The Index includes an assumed
amount of interest income based on prevailing rates that is adjusted from time to time. The Fund, by contrast, invests actual money
and trades actual futures contracts. As a result, the performance of the Fund involves friction, in that fees and expenses impose
a drag on performance. The Fund may be subject to speculative position limits (if applicable) and certain other limitations on
its ability to trade the Index Futures Contracts, which may compel the Fund to trade futures or other instruments that are not
the Index Futures Contracts as proxies for the Index Futures Contracts. The interest rate actually earned by the Fund over any
period may differ from the assumed amount of interest income factored into the Index over the same period. The Fund seeks investment
results for a single day only, not for longer periods. This means that the return of the Fund for a period longer than a single
trading day will be the result of each day’s returns compounded over the period, which will very likely differ from approximately
twice (either + 200% or − 200%) the return of the Fund’s Index for that period. Due to a number of reasons as described
throughout the Prospectus, including, but not limited to, mathematical compounding, daily rebalancing, the differences between
the NAV Calculation Time and the Index Calculation Time, leverage and volatility, the Fund will not track its Index for a period
longer than a single trading day and may experience tracking error intra-day. In periods of higher market volatility, the volatility
of the Index may be at least as important to the Fund’s return over any period as the changes in the levels of the Index.
All of these factors can contribute to discrepancies between changes in net asset value per Share and changes in the level of the
Index over any period of time. Fees and expenses always will tend to cause changes in the net asset value per Share to underperform
changes in the value of the Index over any given period, all other things being equal. Actual interest income could be higher or
lower than the assumed interest income factored into the Index, and therefore could cause changes in the net asset value per Share
to outperform or underperform changes in the value of the Index over any given period, all other things being equal. Similarly,
trading futures or other instruments that are not the Index Futures Contracts as proxies for the Index Futures Contracts could
cause changes in the net asset value per Share to outperform or underperform changes in the value of the Index over any given period,
all other things being equal.
COMPARISON OF PER SHARE FSE NAV TO FSE
MARKET VALUE FOR
THE THREE MONTHS ENDED JUNE 30, 2013 AND JUNE 30, 2012
06/30/2013
06/30/2012
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR
NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The per Share market value of FSE and its NAV
tracked closely for the Three Months Ended June 30, 2013 and June 30, 2012. The NAV for FSE is calculated daily at 3:00 p.m. Eastern
Time in conjunction with the close of the U.S. Treasury Bond Futures on the CME futures exchange. The FSE shares continue to trade
on the NYSE Arca exchange until 4:00 p.m. Eastern Time.
COMPARISON OF PER SHARE FSE NAV TO FSE
MARKET VALUE FOR
THE SIX MONTHS ENDED JUNE 30, 2013 AND JUNE 30, 2012
06/30/2013
06/30/2012
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR
NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The per Share market value of FSE and its NAV
tracked closely for the Six Months Ended June 30, 2013 and June 30, 2012. The NAV for FSE is calculated daily at 3:00 p.m. Eastern
Time in conjunction with the close of the U.S. Treasury Bond Futures on the CME futures exchange. The FSE shares continue to trade
on the NYSE Arca exchange until 4:00 p.m. Eastern Time.
COMPARISON OF FSE NAV TO BENCHMARK INDEX
FOR
THE THREE MONTHS ENDED JUNE 30, 2013 AND
JUNE 30, 2012
06/30/2013
06/30/2012
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR
NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The graphs above compare the 2X leveraged return
of FSE with the single beta benchmark index returns for the S&P U.S. Equity Risk Premium Total Return Index for the Three Months
Ended June 30, 2013 and June 30, 2012. The Index returns incorporates the closing price of the S&P futures leg of the spread
index as of the 4:15 p.m. Eastern Time close of the E-mini S&P 500 contracts while the NAV price for FSE reflects the E-mini
S&P 500 contracts as of the close of the U.S. Treasury Bond Futures market at 3:00 p.m. eastern time. The difference in the
NAV calculation time and the Index calculation time of the E-mini S&P 500 stock price index futures contract, plus Fund expenses,
often results in the appearance of a premium or discount. The difference is related to the combination of the market prices after
the CME contract close, the 2X multiple of FSE’s NAV and the cumulative impact on NAV of fund expenses.
* both lines in each graph are shown with a starting
base value of 100 for comparison purposes.
COMPARISON OF FSE NAV TO BENCHMARK
INDEX FOR
THE SIX MONTHS ENDED JUNE 30, 2013 AND
JUNE 30, 2012
06/30/2013
06/30/2012
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The graphs above compare the 2X leveraged return
of FSE with the single beta benchmark index returns for the S&P U.S. Equity Risk Premium Total Return Index for the Six Months
Ended June 30, 2013 and June 30, 2012. The Index returns incorporates the closing price of the S&P futures leg of the spread
index as of the 4:15 p.m. Eastern Time close of the E-mini S&P 500 contracts while the NAV price for FSE reflects the E-mini
S&P 500 contracts as of the close of the U.S. Treasury Bond Futures market at 3:00 p.m. eastern time. The difference in the
NAV calculation time and the Index calculation time of the E-mini S&P 500 stock price index futures contract, plus Fund expenses,
often results in the appearance of a premium or discount. The difference is related to the combination of the market prices after
the CME contract close, the 2X multiple of FSE’s NAV and the cumulative impact on NAV of fund expenses.
* both lines in each graph are shown with a starting
base value of 100 for comparison purposes.
Additional Legend
S&P U.S. Equity Risk Premium Total
Return Index is an index and does not reflect (i) actual trading and (ii) any fees or expenses.
The graphs above compare the 2X leverage return
of FSE with the single beta benchmark index returns for the S&P U.S. Equity Risk Premium Total Return Index for the Three Months
Ended June 30, 2013 and June 30, 2012 and the Six Months Ended June 30, 2013 and June 30, 2012. Both lines in the graphs above
are shown with a starting base value of 100 to permit comparison of the Fund’s NAV to its benchmark index. Subject to the
following paragraphs, the Index returns incorporate the closing price of the E-mini S&P 500 Stock Price Index Futures contracts
as of their 4:15 p.m. Eastern time closing price while the daily NAV calculation for the Fund reflects the last reported price
of these futures contracts before the 3:00 PM (Eastern time) close of trading in the U.S. Treasury Bond Futures contracts. The
difference in the futures contract price of the E-mini S&P 500 Stock Price Index Futures contracts between the 3:00 PM (Eastern
time) NAV calculation time of the Fund, and the actual 4:15 p.m. (Eastern time) closing price of the E-mini S&P 500 Stock Price
Futures contracts, plus Fund expenses, often results in the appearance of a premium or a discount between the two values. The difference
is actually related to the combination of the change in market prices of the E-mini S&P 500 Stock Price Index Futures contracts
after the 3:00 p.m. (Eastern time) Fund NAV calculation, the 2X multiple of FSE’s NAV and the cumulative impact on NAV of
Fund expenses.
The S&P U.S. Equity Risk Premium Total Return
Index is an index and does not reflect (i) actual trading and (ii) any fees or expenses. The Fund’s objective is to track
the Index. Since the Index was established in 1997, certain information related to the Index closing levels prior to February 24,
2011 (date of initial trading) may be considered to be “Hypothetical.” Hypothetical information may have certain inherent
limitations, some of which are described below.
With respect to Index data, no representation
is being made that the Index will or is likely to achieve annual or cumulative closing levels consistent with or similar to those
used in the charts above. Similarly, no representation is being made that the Fund will generate profits or losses similar to the
Fund’s past performance or the historical annual or cumulative changes in the Index closing levels. In fact, there are frequently
sharp differences between the hypothetical results and the actual results subsequently achieved by investment methodologies, whether
active or passive.
No hypothetical record can completely account
for the impact of financial risk in actual trading, including those described in the “Risk Factors” set forth elsewhere
in this Quarterly Report and in the Fund’s prospectus dated May 1, 2013, related to the relevant market segments in general
or to the implementation of the Fund’s efforts to track the Index over time which cannot be, and have not been, accounted
for in the preparation of the Index information set forth in the graphs above, all of which can adversely affect actual performance
results for the Fund. Furthermore, the Index information does not involve financial risk or account for the impact of fees and
costs associated with the Fund.
The Managing Owner commenced operations on November
2, 2009. The Managing Owner and its trading principals have been managing the day-to-day operations of the Fund and, if applicable,
related products and managing futures accounts. Because there are limited actual trading results to compare to the Index closing
levels as set forth in the chart above, current and prospective investors should be particularly wary of placing undue reliance
on the cumulative Index results as reflected in the graphs above.
The Fund seeks investment results for a single
day only, not for longer periods. This means that the return of the Fund for a period longer than a single trading day will be
the result of each day’s returns compounded over the period, which will very likely differ from approximately twice (either
+200% or -200%) the return of the Index for that period. Due to a number of reasons as described elsewhere in this Quarterly Report
and throughout the Fund’s Prospectus dated May 1, 2013, including, but not limited to, mathematical compounding, daily rebalancing,
the differences between the NAV Calculation Time and the Index calculation time, leverage and volatility, the Fund will not track
its Index for a period longer than a single trading day and may experience tracking error intra-day. In periods of higher market
volatility, the volatility of an index may be at least as important to the Fund’s return over any period as the changes in
the levels of the Index. The Fund is different from most exchange-traded funds in that the Fund seeks leveraged returns and only
on a daily basis.
FOR THE THREE
MONTHS ENDED JUNE 30, 2013
Fund Share Price
Performance
During the Three
Months Ended June 30, 2013, the NYSE Arca market value of each Share increased 5.07% from $11.84 per Share, representing the closing
price as of March 31, 2013, to $12.44 per Share, representing the closing price as of June 30, 2013. The Share price high and low
for the Three Months Ended June 30, 2013 and related change from the closing Share price as of March 31, 2013 were as follows:
Shares traded from a high of
$12.91
per Share (+9.04%) on May 28, 2013 to a low of $10.46 per
Share (-11.66%) on April 18, 2013.
Fund Share Net Asset
Performance
For the Three Months
Ended June 30, 2013, the net asset value of each Share increased 5.52% from $11.77 per Share to $12.42 per Share (NAV calculation
methodology as described in the notes to the financial statements). For the Three Months Ended June 30, 2013, gains in the E-mini
S&P 500 Index Futures Contracts and in the U.S. Treasury Bond Contracts more than offset Fund expenses resulting in the overall
increase in the NAV per Share during the Three Months Ended June 30, 2013.
Net income for the
Three Months Ended June 30, 2013, was $59,173, resulting from net realized gains on futures contracts of $154,276, net unrealized
gains on futures contracts of $19,983 and the net operating loss of $115,086.
FOR THE THREE
MONTHS ENDED JUNE 30, 2012
Fund Share Price
Performance
During the Three
Months Ended June 30, 2012, the NYSE Arca market value of each Share decreased 28.28% from $15.10 per Share, representing the closing
price as of June 30, 2012, to $10.83 per Share, representing the closing price as of March 31, 2012. The Share price high and low
for the Three Months Ended June 30, 2012 and related change from the closing Share price as of March 31, 2012 were as follows:
Shares traded from a high of
$14.85
per Share (-1.66%) on April 4, 2012 to a low of $9.38 per
Share (-37.88%) on June 1, 2012.
Fund Share Net Asset
Performance
For the Three Months
Ended June 30, 2012, the net asset value of each Share decreased 28.04% from $15.05 per Share to $10.83 per Share (NAV calculation
methodology as described in the notes to the financial statements). For the Three Months Ended June 30, 2012, losses in the U.S.
Treasury Bond Contracts and in the E-mini S&P 500 Index Futures Contracts and Fund expenses resulted in the overall decrease
in the NAV per Share during the Three Months Ended June 30, 2012.
Net loss for the
Three Months Ended June 30, 2012, was $420,966, resulting from net realized losses on futures contracts of $217,669, net unrealized
losses on futures contracts of $100,083 and the net operating loss of $103,214.
FOR THE SIX
MONTHS ENDED JUNE 30, 2013
Fund Share Price
Performance
During the Six Months
Ended June 30, 2013, the NYSE Arca market value of each Share increased 19.75% from $10.45 per Share, representing the closing
price as of December 31, 2012, to $12.44 per Share, representing the closing price as of June 30, 2013. The Share price high and
low for the Six Months Ended June 30, 2013 and related change from the closing Share price as of December 31, 2012 were as follows:
Shares traded from a high of
$12.91
per Share (+23.54%) on May 28, 2013 to a low of $10.46 per
Share (+0.10%) on April 18, 2013.
Fund Share Net Asset
Performance
For the Six Months
Ended June 30, 2013, the net asset value of each Share increased 22.61% from $10.13 per Share to $12.42 per Share (NAV calculation
methodology as described in the notes to the financial statements). For the Six Months Ended June 30, 2013, gains in the E-mini
S&P 500 Index Futures Contracts and in the U.S. Treasury Bond Contracts more than offset Fund expenses resulting in the overall
increase in the NAV per Share during the Six Months Ended June 30, 2013.
Net income for the
Six Months Ended June 30, 2013, was $202,691, resulting from net realized gains on futures contracts of $403,883, net unrealized
gains on futures contracts of $5,693 and the net operating loss of $206,885.
FOR THE SIX
MONTHS ENDED JUNE 30, 2012
Fund Share Price
Performance
During the Six Months
Ended June 30, 2012, the NYSE Arca market value of each Share decreased 9.07% from $11
.91
per
Share, representing the closing price on December 31, 2011, to $10.83 per Share, representing the closing price on June 30, 2012.
The Share price high and low for the Six Months Ended June 30, 2012 and related change from the closing price as of December 31,
2011 were as follows: Shares traded from a high of
$16.53
per Share (+38.79%) on March 21, 2012
to a low of $9.38 per Share (-21.24%) on June 1, 2012.
Fund Share Net Asset
Performance
For the Six Months
Ended June 30, 2012, the net asset value of each Share decreased 8.76% from $11.87 per Share to $10.83 per Share (NAV calculation
methodology). For the Six Months Ended June 30, 2012, gains in the E-mini S&P 500 Index Futures Contract were offset by losses
in the U.S. Treasury Bond Contracts and Fund expenses resulting in an overall decrease in the NAV per Share during the Six Months
Ended June 30, 2012.
Net loss for the
Six Month Period Ended June 30, 2012 was $96,287, resulting from net realized gains on futures contracts of $40,351, net unrealized
gains on futures contracts of $46,769 and the net operating loss of $183,407.
Off-Balance Sheet
Arrangements and Contractual Obligations
In the normal course
of its business, the Fund is party to financial instruments with off-balance sheet risk. The term “off-balance sheet risk”
refers to an unrecorded potential liability that, even though it does not appear on the Statement of Financial Condition, may result
in a future obligation or loss. The instruments used by the Fund are futures contracts, whose values are based upon an underlying
asset and generally represent future commitments which have a reasonable possibility to be settled in cash. The instruments are
traded on an exchange and are standardized contracts.
The Fund has not
utilized, nor does it expect to utilize in the future, special purpose entities to facilitate off-balance sheet financing arrangements
and have no loan guarantee arrangements or off-balance sheet arrangements of any kind, other than agreements entered into in the
normal course of business noted above, which may include indemnification provisions related to certain risks service providers
undertake in performing services which are in the best interests of the Fund. While the Fund’s exposure under such indemnification
provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on the Fund’s
financial position.
The Fund’s
contractual obligations are with the Managing Owner and the Commodity Broker. Management Fee payments made to the Managing Owner
are calculated as a fixed percentage of the Fund’s net asset value. Commission payments to the Commodity Broker are on a
contract-by-contract, or round-turn, basis. As such, the Managing Owner cannot anticipate the amount of payments that will be required
under these arrangements for future periods as net asset values are not known until a future date. These agreements are effective
for one-year terms, renewable automatically for additional one-year terms unless terminated. Additionally, these agreements may
be terminated by either party for various reasons.