EXHIBIT
      4.2.2


    


    
      

      

    

    


     

    MACRO
      SECURITIES DEPOSITOR, LLC,

    as
      Depositor,

     

     

    STATE
      STREET BANK AND TRUST COMPANY,

    (as
      successor to Investors Bank & Trust Company), 

    as
      Trustee,

     

     

    MACROMARKETS
      LLC,

    as
      the
      Administrative Agent

     

     

    and

     

     

    MACRO
      FINANCIAL, LLC,

    as
      the
      Marketing Agent

     

     

    THIRD
      AMENDED AND RESTATED MACROSHARES 

    OIL
      DOWN
      TRADEABLE TRUST AGREEMENT

     

     

     

    
      

      

    

     

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    TABLE
      OF
      CONTENTS

     

     

    Page

     

    ARTICLE
      1

     

    DEFINITIONS

    

      
        	
                Section
                  1.1

              	
                Definitions

              	
                2

              
	
                Section
                  1.2

              	
                Other
                  Definitional Provisions.

              	
                9

              
	 	 	 
	
                ARTICLE
                  2

              
	 	 	 
	
                FORM
                  OF THE CERTIFICATES;

                DELIVERY
                  AND REGISTRATION OF TRANSFER

                OF
                  DOWN-MACRO TRADEABLE SHARES

              
	 	 	 
	
                Section
                  2.1

              	
                Redemption
                  of Founders' Shares

              	
                9

              
	
                Section
                  2.2

              	
                Acceptance
                  by Trustee

              	
                10

              
	
                Section
                  2.3

              	
                Limited
                  Purpose of the Down-MACRO Tradeable Trust

              	
                10

              
	
                Section
                  2.4

              	
                Representations
                  and Warranties of the Depositor

              	
                10

              
	
                Section
                  2.5

              	
                Form
                  of Shares; Book-Entry System; Transferability of Down-MACRO Tradeable
                  Shares

              	
                12

              
	 	 	 
	
                ARTICLE
                  3

              
	 	 	 
	
                APPOINTMENT
                  OF THE TRUSTEE,

                ADMINISTRATIVE
                  AGENT AND MARKETING AGENT;

                ESTABLISHMENT
                  OF ACCOUNTS

              
	 	 	 
	
                Section
                  3.1

              	
                Acceptance
                  of Appointment and Matters Relating to the Trustee

              	
                16

              
	
                Section
                  3.2

              	
                Representations,
                  Warranties and Covenants of the Trustee

              	
                18

              
	
                Section
                  3.3

              	
                Acceptance
                  of Appointment and Matters Relating to the Administrative Agent
                  and the
                  Marketing Agent

              	
                20

              
	
                Section
                  3.4

              	
                Representations,
                  Warranties and Covenants of the Administrative Agent and the Marketing
                  Agent

              	
                21

              
	
                Section
                  3.5

              	
                Establishment
                  of the Securities Account

              	
                23

              
	
                Section
                  3.6

              	
                Establishment
                  of the Distribution Account

              	
                23

              
	
                Section
                  3.7

              	
                Establishment
                  of the Netting Account

              	
                23

              
	 	 	 
	
                ARTICLE
                  4

              
	 	 	 
	
                CALCULATIONS

              
	 	 	 
	
                Section
                  4.1

              	
                Calculations
                  on Price Determination Days

              	
                23

              
	
                Section
                  4.2

              	
                Calculation
                  of Intraday Indicative Values

              	
                23

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	
                ARTICLE
                  5

              
	 	 	 
	
                DISTRIBUTIONS
                  ON THE DOWN-MACRO TRADEABLE SHARES

              
	 	 	 
	
                Section
                  5.1

              	
                Rights
                  of Holders of the Down-MACRO Tradeable Shares

              	
                23

              
	
                Section
                  5.2

              	
                Distributions

              	
                23

              
	
                Section
                  5.3

              	
                Payment
                  of Fees and Expenses

              	
                23

              
	 	 	 
	
                ARTICLE
                  6

              
	 	 	 
	
                EXCHANGES
                  OF DOWN-MACRO TRADEABLE SHARES

              
	 	 	 
	
                Section
                  6.1

              	
                Exchanges
                  in Connection with Paired Optional Redemptions

              	
                23

              
	
                Section
                  6.2

              	
                Paired
                  Issuances

              	
                23

              
	
                Section
                  6.3

              	
                Exchanges
                  of Down-MACRO Tradeable Shares Other than in Paired Optional Redemptions
                  or Paired Issuances

              	
                23

              
	
                Section
                  6.4

              	
                Suspension
                  or Delay of Settlement

              	
                23

              
	
                Section
                  6.5

              	
                The
                  Participants Agreement

              	
                23

              
	 	 	 
	
                ARTICLE
                  7

              
	 	 	 
	
                [RESERVED].

              
	 	 	 
	
                ARTICLE
                  8

              
	 	 	 
	
                REPORTING
                  TO HOLDERS OF THE DOWN-MACRO TRADEABLE SHARES

              
	 	 	 
	
                Section
                  8.1

              	
                Calculations
                  for the Down-MACRO Tradeable Shares

              	
                23

              
	
                Section
                  8.2

              	
                Periodic
                  Reports

              	
                23

              
	
                Section
                  8.3

              	
                Form
                  8-K Disclosure

              	
                23

              
	
                Section
                  8.4

              	
                Listing
                  of the Down-MACRO Tradeable Shares

              	
                23

              
	
                Section
                  8.5

              	
                Disclosure
                  Controls and Procedures

              	
                23

              
	
                Section
                  8.6

              	
                Trust
                  Accounting Agent Responsibilities

              	
                23

              
	 	 	 
	
                ARTICLE
                  9

              
	 	 	 
	
                OTHER
                  MATTERS RELATING TO THE DEPOSITOR

              
	 	 	 
	
                Section
                  9.1

              	
                Liability
                  of the Depositor

              	
                23

              
	
                Section
                  9.2

              	
                Limitations
                  on Liability of the Depositor, MacroMarkets LLC and MACRO Financial
                  LLC

              	
                23

              
	
                Section
                  9.3

              	
                Liabilities;
                  Indemnification

              	
                23

              
	 	 	 
	
                ARTICLE
                  10

              
	 	 	 
	
                MATTERS
                  RELATING TO THE

                ADMINISTRATIVE
                  AGENT AND THE MARKETING AGENT

              
	 	 	 
	
                Section
                  10.1

              	
                Role
                  of the Administrative Agent

              	
                23

              
	
                Section
                  10.2

              	
                Liability
                  of the Administrative Agent

              	
                23

              
	
                Section
                  10.3

              	
                Limitation
                  on Liability of the Administrative Agent

              	
                23

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  10.4

              	
                Administrative
                  Agent Indemnification of the Down-MACRO Tradeable Trust and the
                  Trustee

              	
                23

              
	
                Section
                  10.5

              	
                Delegation
                  of Duties

              	
                23

              
	
                Section
                  10.6

              	
                Resignation
                  or Removal of Administrative Agent

              	
                23

              
	
                Section
                  10.7

              	
                Role
                  of the Marketing Agent

              	
                23

              
	
                Section
                  10.8

              	
                Liability
                  of the Marketing Agent

              	
                23

              
	
                Section
                  10.9

              	
                Limitation
                  on Liability of the Marketing Agent

              	
                23

              
	
                Section
                  10.10

              	
                Marketing
                  Agent Indemnification of the Down-MACRO Tradeable Trust and the
                  Trustee

              	
                23

              
	
                Section
                  10.11

              	
                Delegation
                  of Duties

              	
                23

              
	 	 	 
	
                ARTICLE
                  11

              
	 	 	 
	
                EARLY
                  TERMINATION

              
	 	 	 
	
                Section
                  11.1

              	
                Termination
                  Triggers

              	
                23

              
	 	 	 
	
                ARTICLE
                  12

              
	 	 	 
	
                TRUSTEE
                  TERMINATION EVENTS

              
	 	 	 
	
                Section
                  12.1

              	
                Trustee
                  Termination Events

              	
                23

              
	
                Section
                  12.2

              	
                Force
                  Majeure

              	
                23

              
	
                Section
                  12.3

              	
                Notification
                  to Holders of the Down-MACRO Tradeable Shares

              	
                23

              
	 	 	 
	
                ARTICLE
                  13

              
	 
	
                THE
                  TRUSTEE

              
	 	 	 
	
                Section
                  13.1

              	
                Liability
                  of Trustee

              	
                23

              
	
                Section
                  13.2

              	
                Rights
                  of the Trustee

              	
                23

              
	
                Section
                  13.3

              	
                Trustee
                  Not Liable for Recitals in Down-MACRO Tradeable Shares

              	
                23

              
	
                Section
                  13.4

              	
                Holders
                  May Direct Trustee

              	
                23

              
	
                Section
                  13.5

              	
                Compensation

              	
                23

              
	
                Section
                  13.6

              	
                Indemnification

              	
                23

              
	
                Section
                  13.7

              	
                Eligibility
                  Requirements

              	
                23

              
	
                Section
                  13.8

              	
                Resignation
                  or Removal of Trustee

              	
                23

              
	
                Section
                  13.9

              	
                Successor
                  Trustee

              	
                23

              
	
                Section
                  13.10

              	
                Merger
                  or Consolidation

              	
                23

              
	
                Section
                  13.11

              	
                Appointment
                  of Co-Trustee or Separate Trustee

              	
                23

              
	
                Section
                  13.12

              	
                Books,
                  Records; Taxes; Audit

              	
                23

              
	
                Section
                  13.13

              	
                Trustee
                  May Enforce Claims Without Possession of Down-MACRO Tradeable
                  Shares

              	
                23

              
	
                Section
                  13.14

              	
                Suits
                  for Enforcement

              	
                23

              
	
                Section
                  13.15

              	
                Maintenance
                  of Office or Agency

              	
                23

              
	 	 	 
	
                ARTICLE
                  14

              
	 	 	 
	
                TERMINATION

              
	 	 	 
	
                Section
                  14.1

              	
                Termination
                  of Trust

              	
                23

              


      

       

      
        
          
          

        

        
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                ARTICLE
                  15

              
	 	 	 
	
                MISCELLANEOUS
                  PROVISIONS

              
	 	 	 
	
                Section
                  15.1

              	
                Amendment;
                  Waiver of Past Defaults and Termination

              	
                23

              
	
                Section
                  15.2

              	
                Registration
                  (Initial and Continuing) of Down-MACRO Tradeable Shares; Certain
                  Securities Law Filings

              	
                23

              
	
                Section
                  15.3

              	
                Prospectus
                  Delivery

              	
                23

              
	
                Section
                  15.4

              	
                Protection
                  of Right, Title and Interest to Trust Assets

              	
                23

              
	
                Section
                  15.5

              	
                Limitation
                  on Rights of Holders of the Down-MACRO Tradeable Shares

              	
                23

              
	
                Section
                  15.6

              	
                Certain
                  Rights of Holders of Down-MACRO Tradeable Shares; Voting

              	
                23

              
	
                Section
                  15.7

              	
                MACRO
                  Licensing Agreement

              	
                23

              
	
                Section
                  15.8

              	
                Governing
                  Law; Jurisdiction

              	
                23

              
	
                Section
                  15.9

              	
                Notices

              	
                23

              
	
                Section
                  15.10

              	
                Severability
                  of Provisions

              	
                23

              
	
                Section
                  15.11

              	
                Down-MACRO
                  Tradeable Shares Nonassessable and Fully Paid

              	
                23

              
	
                Section
                  15.12

              	
                Further
                  Assurances

              	
                23

              
	
                Section
                  15.13

              	
                Non-Petition
                  Covenant; No Proceedings

              	
                23

              
	
                Section
                  15.14

              	
                No
                  Waiver; Cumulative Remedies

              	
                23

              
	
                Section
                  15.15

              	
                Counterparts

              	
                23

              
	
                Section
                  15.16

              	
                Third-Party
                  Beneficiaries

              	
                23

              
	
                Section
                  15.17

              	
                Actions
                  or Notices by Holders of the Down-MACRO Tradeable Shares

              	
                23

              
	
                Section
                  15.18

              	
                Merger
                  and Integration

              	
                23

              
	
                Section
                  15.19

              	
                Headings

              	
                23

              


      

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    


     

    EXHIBITS

    

      
        	
                EXHIBIT
                  A

              	
                FORM
                  OF DOWN-MACRO TRADEABLE SHARE

              
	
                EXHIBIT
                  B

              	
                FORM
                  OF PARTICIPANTS AGREEMENT

              
	
                EXHIBIT
                  C

              	
                FORM
                  OF MACRO LICENSING AGREEMENT

              
	
                EXHIBIT
                  D

              	
                FORM
                  OF NYMEX SUBLICENSING
                  AGREEMENT

              


      

    


    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    


    This
      THIRD AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 1, 2007 (this
      "Trust
      Agreement"),
      is
      hereby entered into among MACRO SECURITIES DEPOSITOR, LLC, a Delaware limited
      liability company, as depositor (the "Depositor"),
      STATE
      STREET BANK AND TRUST COMPANY, (as successor to Investors Bank & Trust
      Company), not in its individual capacity but solely as trustee (the
      "Trustee"),
      MACROMARKETS LLC, not in its individual capacity but solely as administrative
      agent (in such capacity, the "Administrative
      Agent"),
      and
      MACRO FINANCIAL, LLC, not in its individual capacity but solely as marketing
      agent (in such capacity, the "Marketing
      Agent").

     

    WHEREAS,
      the Depositor and the Trustee entered into a trust agreement, dated as of
      November 15, 2006, pursuant to which a trust was formed under the laws of the
      State of New York which was originally called the "Claymore MACROshares Oil
      Down
      Tradeable
      Trust"
      (and
      was subsequently renamed the "MACROshares Oil Down Tradeable Trust" and is
      referred to herein as the "Down-MACRO
      Tradeable Trust);"
      and

     

    WHEREAS,
      the parties amended and restated in its entirety the original trust agreement
      for the Down-MACRO Tradeable Trust to provide for the issuance of shares which
      were originally called the "Claymore MACROshares Oil Down Tradeable Shares"
      (and
      which were subsequently renamed the "MACROshares Oil Down Tradeable Shares"
      and
      are referred to herein as the "Down-MACRO
      Tradeable Shares")
      and to
      specify, among other things, the respective powers and duties of the Trustee,
      the Administrative Agent, the Marketing Agent and the Depositor; 

     

    WHEREAS,
      the parties amended and restated in its entirety the amended and restated trust
      agreement to document the name change of the Down-MACRO Tradeable Trust and
      the
      Down-MACRO Tradeable Shares and the resignation of Claymore Securities, Inc.
      as
      a marketing agent hereunder; and

     

    WHEREAS,
      the parties hereto now wish to amend and restate in its entirety the second
      amended and restated trust agreement to document a 3-for-1 stock split of the
      Down-MACRO Tradeable Shares, as well as the resignation of Claymore Securities,
      Inc. as the administrative agent hereunder, the appointment of MacroMarkets
      LLC
      to act as the successor administrative agent hereunder and the acceptance by
      MacroMarkets LLC of such appointment.

     

    NOW,
      THEREFORE, in consideration of the mutual promises, covenants, representations
      and warranties hereinafter set forth and other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the parties
      intending to be legally bound hereby agree as follows:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      1

     

    DEFINITIONS

     

            Section
      1.1 Definitions.
      Whenever
      used in this Trust Agreement, the following words and phrases shall have the
      following meanings, and the definitions of such terms are applicable to the
      singular as well as the plural forms of such terms and to the masculine as
      well
      as to the feminine and neuter genders of such terms. Defined terms used herein
      and not otherwise defined shall have the respective meanings ascribed to such
      terms in the Down-MACRO Holding Trust Agreement.

     

    "Account"
      or
      "Accounts"
      shall
      mean any or all of the Securities Account, the Distribution Account and the
      Netting Account.

     

    "Administrative
      Agent"
      shall
      mean MacroMarkets LLC, in its capacity as administrative agent hereunder, and
      its successors and assigns.

     

    "Administrative
      Agent Indemnified Party"
      shall
      have the meaning set forth in Section
      10.4.

     

    "Affiliate"
      shall
      mean with respect to any specified Person, another Person that directly, or
      indirectly through one or more intermediaries, controls or is controlled by
      or
      is under common control with the Person specified. For purposes of this
      definition, "control"
      means
      the power to direct the management and policies of a Person, directly or
      indirectly, whether through ownership of voting securities, by contract or
      otherwise; and "controlled"
      and
      "controlling"
      have
      meanings correlative to the foregoing. A company is assumed to be an Affiliate
      if the parent corporation owns 20 percent or more of the outstanding
      shares.

     

    "Aggregate
      Par Amount"
      shall
      mean, (i) with respect to any Down-MACRO Holding Shares, an amount equal to
      the
      number of such Down-MACRO Holding Shares multiplied
      by
      the
      Down-MACRO Stated Par Amount, (ii) with respect to any Up-MACRO Holding Shares,
      an amount equal to the number of such Up-MACRO Holding Shares multiplied
      by
      the
      Up-MACRO Stated Par Amount, (iii) with respect to any Down-MACRO Tradeable
      Shares, an amount equal to the number of such Down-MACRO Tradeable Shares
multiplied
      by
      the
      Down-MACRO Stated Par Amount, and (iv) with respect to any Up-MACRO Tradeable
      Shares, an amount equal to the number of such Up-MACRO Tradeable Shares
multiplied
      by
      the
      Up-MACRO Stated Par Amount.

     

    "AMEX"
      shall
      mean the American Stock Exchange, LLC.

     

    "Authorized
      Participant"
      shall
      mean any entity that (i) is a registered broker-dealer and a member in good
      standing with the NASD, or a participant in the securities markets such as
      a
      bank or other financial institution that is not required to register as a
      broker-dealer or be a member of the NASD in order to engage in securities
      transactions, (ii) is a participant in DTC or has indirect access to the
      clearing facilities of DTC by virtue of a custodial relationship with a DTC
      Participant, (iii) is not a Benefit Plan Investor and (iv) has entered into
      a
      Participants Agreement.

     

    "Beneficial
      Owner"
      shall
      mean, with respect to a beneficial interest in a Global Certificate, ownership
      and transfers of which shall be maintained and made through book entries by
      the
      Depository as set forth in Section
      2.5
      of this
      Trust Agreement, a Person who is the beneficial owner of such interest in a
      Global Certificate, as reflected on the books of the Depository, or on the
      books
      of a Person maintaining an account with the Depository (directly as a DTC
      Participant or as an Indirect Participant, or in each case in accordance with
      the rules of the Depository).

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    "Business
      Day"
      shall
      mean any day other than a Saturday, a Sunday or a day on which banking
      institutions and stock exchanges in New York, New York are authorized or
      required by law, regulation or executive order to close. 

     

    "Business
      Office"
      shall
      mean the primary business office of the Administrative Agent, as communicated
      to
      the Trustee from time to time.

     

    "Calculation
      Agency Agreement"
      shall
      mean the Calculation Agency Agreement, dated as of the date hereof, by and
      among
      the Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Holding Trustee,
      the
      Up-MACRO Tradeable Trustee, the NYMEX and the AMEX, pursuant to which the AMEX
      shall render the calculations set forth therein and post such calculations
      on
      its website.

     

    "Calculation
      Agent"
      shall
      mean the AMEX in its role as calculation agent under the Calculation Agency
      Agreement.

     

    "Closing
      Date"
      shall
      mean November 29, 2006. 

     

    "Code"
      shall
      mean U.S. Internal Revenue Code of 1986, as amended. 

     

    "Corporate
      Trust Office"
      shall
      have the meaning set forth under Section
      13.15.

     

    "Creation
      Order"
      shall
      have the meaning set forth in Section
      3(b)
      of the
      Participants Agreement.

     

    "Depositor"
      shall
      mean MACRO Securities Depositor, LLC and its successors and
      assigns.

     

    "Depositor
      Indemnified Party"
      shall
      have the meaning set forth in Section
      9.3(c).

     

    "Depository
      Agreement"
      shall
      mean the Blanket Letter of Representations, together with the Issuer Letter
      of
      Representations, both dated on or about the date hereof and delivered by the
      Trustee, on behalf of the Down-MACRO Tradeable Trust, to the
      Depository.

     

    "Distribution
      Account"
      shall
      have the meaning set forth in Section
      3.6(a).

     

    "Distribution
      Date"
      shall
      mean the second Business Day preceding each Record Date.

     

    "Distribution
      Payment Date"
      means
      the third Business Day of the month immediately following the month in which
      the
      related Distribution Date occurred.

     

    "Down-MACRO
      Fees"
      shall
      have the meaning specified in Section
      5.4
      of the
      Down-MACRO Holding Trust Agreement.

     

    "Down-MACRO
      Holding Shares"
      shall
      mean the pass-through securities issued by the Down-MACRO Holding Trust pursuant
      to the Up-MACRO Holding Trust Agreement. 

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    "Down-MACRO
      Holding Trust"
      shall
      mean the MACROshares Oil Down Holding Trust formed under the Down-MACRO Holding
      Trust Agreement.

     

    "Down-MACRO
      Holding Trust Agreement"
      shall
      mean the Third Amended and Restated Down-MACRO Holding Trust Agreement, dated
      as
      of the date hereof, among the Depositor, the Administrative Agent, the Marketing
      Agent and the Down-MACRO Holding Trustee.

     

    "Down-MACRO
      Holding Trustee"
      shall
      mean State Street Bank and Trust Company (as successor to Investors Bank &
Trust Company), not in its individual capacity but solely as trustee of the
      Down-MACRO Holding Trust.

     

    "Down-MACRO
      Stated Par Amount"
      shall
      mean the stated par amount of $20 per Down-MACRO Holding Share or Down-MACRO
      Tradeable Share.

     

    "Down-MACRO
      Tradeable Shares"
      shall
      have the meaning specified in the Recitals to this Trust Agreement.

     

    "Down-MACRO
      Tradeable Trust"
      shall
      have the meaning specified in the Recitals to this Trust Agreement.

     

    "DTC"
      shall
      mean The Depository Trust Company.

     

    "Early
      Termination Date"
      shall
      mean with respect to any date of determination, the next Distribution Date
      that
      follows the occurrence of a Termination Trigger.

     

    "Event
      of Bankruptcy"
      shall
      occur with respect to any specified Person, if:

     

    (a) a
      case or
      other proceeding shall be commenced, without the application or consent of
      such
      Person, in any court, seeking the liquidation, reorganization, debt arrangement,
      dissolution, winding up, or composition or readjustment of debts of such Person,
      the appointment of a trustee, receiver, custodian, liquidator, assignee,
      sequestrator or the like for such Person or all or any substantial part of
      its
      assets, or any similar action with respect to such Person under any law relating
      to bankruptcy, insolvency, reorganization, winding up or composition or
      adjustment of debts, and such case or proceeding shall continue undismissed,
      or
      unstayed and in effect, for a period of sixty (60) consecutive days; or an
      order
      for relief in respect of such Person shall be entered in an involuntary case
      under the federal bankruptcy laws or other similar laws now or hereafter in
      effect; or

     

    (b) such
      Person shall commence a voluntary case or other proceeding under any applicable
      bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other
      similar law now or hereafter in effect, or shall consent to the appointment
      of
      or taking possession by a receiver, liquidator, assignee, trustee, custodian,
      sequestrator (or other similar official) for such Person or for any substantial
      part of its property, or shall make any general assignment for the benefit
      of
      creditors; or

     

    (c) the
      board
      of directors (or similar body) of such Person or the trustee for such Person
      (in
      the case of a business or statutory trust) shall vote to implement any of the
      actions set forth in clause
      (b)
      above.

     

    "Exchange
      Act"
      shall
      mean the Securities Exchange Act of 1934, as amended.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    "Exchange
      Order"
      shall
      have the meaning set forth in Section
      5(b)
      of the
      Participants Agreement.

     

    "Final
      Distribution"
      shall
      mean any distribution made in redemption of all or a portion of the Down-MACRO
      Tradeable Shares pursuant to Section
      5.2(b)
      on the
      earlier of the Final Scheduled Termination Date or an Early Termination
      Date.

     

    "Final
      Scheduled Termination Date"
      shall
      mean the Distribution Date scheduled to occur in December of 2026.

     

    "Founders'
      Shares"
      shall
      mean 1,000 shares with a par value of $1 per share, 500 of which were issued
      to
      MACRO Securities Depositor, LLC and 500 of which were issued to Claymore
      Securities, Inc., in exchange for the Initial Deposit.

     

    "Global
      Certificate"
      shall
      have the meaning set forth in Section
      2.5(a)
      of this
      Trust Agreement.

     

    "Holder"
      shall
      mean any Beneficial Owner of an Down-MACRO Tradeable Share, an Down-MACRO
      Holding Share, a Up-MACRO Holding Share or a Up-MACRO Tradeable Share, as the
      context requires.

     

    "Holding
      Share"
      shall
      mean either an Down-MACRO Holding Share or a Up-MACRO Holding
      Share.

     

    "Independent"
      shall
      mean, as to any Person, any other Person (including a firm of accountants or
      lawyers and any member thereof) who (i) does not have and is not committed
      to
      acquire any material direct or any material indirect financial interest in
      such
      Person or in any Affiliate of such Person, (ii) is not connected with such
      Person as an officer, employee, promoter, underwriter, voting trustee, partner,
      director or Person performing similar functions and (iii) is not Affiliated
      with
      a Person who fails to satisfy the criteria set forth in clauses
      (i)
      and
(ii).
      "Independent" when used with respect to any accountant may include an accountant
      who audits the books of any Person if in addition to satisfying the criteria
      set
      forth above the accountant is independent with respect to such Person within
      the
      meaning of Rule 101 of the Code of Ethics of the American Institute of Certified
      Public Accountants.

     

    Whenever
      any Independent Person's opinion, certificate or report is to be furnished
      hereunder, such document shall state that the signer has read this definition
      and that the signer is Independent within the meaning hereof.

     

    "Initial
      Deposit"
      shall
      mean the initial deposit by the Depositor and the Administrative Agent of $1,000
      into the Down-MACRO Tradeable Trust in connection with the formation
      thereof.

     

    "Investment
      Company Act"
      shall
      mean the Investment Company Act of 1940, as amended.

     

    "Loss"
      shall
      have the meaning set forth in Section
      9.3(b).

     

    "MACROshares
      Website"
      shall
      mean the website maintained by the Administrative Agent at http://www.macromarkets.com.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    "MACRO
      Unit"
      shall
      mean 50,000 Down-MACRO Holding Shares and 50,000 Up-MACRO Holding
      Shares.

     

    "Marketing
      Agent Indemnified Party"
      shall
      have the meaning set forth in Section
      10.10.

     

    "Marketing
      Agent"
      shall
      mean MACRO Financial, LLC, in its capacity as marketing agent hereunder, and
      its
      successors and assigns.

     

    "NASD"
      shall
      mean the National Association of Securities Dealers, Inc., which is currently
      named the Financial Industry Regulatory Authority (FINRA).

     

    "Netting
      Account"
      shall
      have the meaning set forth in Section
      3.7(a)
      of this
      Trust Agreement.

     

    "Notices"
      shall
      have the meaning set forth in Section
      15.9(a)
      hereof.

     

    "NYMEX"
      shall
      mean New York Mercantile Exchange, Inc. and its successors and
      assigns.

     

    "Officer's
      Certificate"
      shall
      mean a certificate signed by an officer of the Depositor or the Administrative
      Agent that is authorized to make such certification.

     

    "Outstanding"
      shall
      mean, with respect to the Down-MACRO Holding Shares or the Down-MACRO Tradeable
      Shares, as applicable, and any date of determination, an amount equal to the
      aggregate number of Down-MACRO Holding Shares or Down-MACRO Tradeable Shares,
      issued by the Down-MACRO Holding Trust or the Down-MACRO Tradeable Trust, as
      applicable, in Paired Issuances occurring prior to such date of determination
      minus
      any such
      Down-MACRO Holding Shares redeemed prior to such date of determination in a
      Paired Optional Redemption or any such Down-MACRO Tradeable Shares exchanged
      prior to such date of determination for the underlying Down-MACRO Holding
      Shares.

     

    "Paired
      Holding Shares"
      shall
      mean the Down-MACRO Holding Shares together with the Up-MACRO Holding
      Shares.

     

    "Paired
      Holding Trusts"
      shall
      mean the Down-MACRO Holding Trust together with the Up-MACRO Holding
      Trust.

     

    "Paired
      Optional Redemption"
      shall
      have the meaning set forth in Section
      6.1(a)
      hereof.

     

    "Paired
      Issuance"
      shall
      have the meaning set forth in Section
      6.2(a)
      hereof.

     

    "Participants
      Agreement"
      shall
      mean the participants agreement, dated as of November 24, 2006, substantially
      in
      the form attached hereto as Exhibit
      B,
      entered
      into among the Depositor, the Trustee, the Up-MACRO Trusts, the Administrative
      Agent and the Authorized Participants who may be party thereto from time to
      time, which specifies certain procedures for the Paired Issuance and Paired
      Optional Redemption of Paired Holding Shares and procedures for the creation
      and
      exchange of Tradeable Shares for Holding Shares and Holding Shares for Tradeable
      Shares.

     

    "Per
      Share Underlying Value"
      means,
      with respect to any date of determination occurring during any Calculation
      Period and (i) each Down-MACRO Holding Share, an amount calculated by
dividing
      the
      Down-MACRO Underlying Value
      by
      the
      number of Down-MACRO Holding Shares Outstanding on that date, (ii) each Up-MACRO
      Holding Share, an amount calculated by dividing
      the
      Up-MACRO Underlying Value by
      the
      number of Up-MACRO Holding Shares Outstanding on that date, (iii) each
      Down-MACRO Tradeable Share, an amount equal to the Per Share Underlying Value
      of
      one Down-MACRO Holding Share on that date, and (iv) each Up-MACRO Tradeable
      Share, an amount equal to the Per Share Underlying Value of one Up-MACRO Holding
      Share on that date. 

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    "Person"
      shall
      mean any natural person, corporation, business trust, joint venture,
      association, company, partnership, limited liability company, limited liability
      partnership, joint stock company, trust, unincorporated organization or
      Governmental Authority or other entity.

     

    "Prospectus"
      shall
      mean the prospectus, in the form filed by the Depositor on behalf of the
      Down-MACRO Holding Trust and the Down-MACRO Tradeable Trust with the SEC on
      or
      before the second Business Day after the date hereof (or such earlier time
      as
      may be required under the Securities Act) or, if no such filing is required,
      the
      form of final prospectus included in the Registration Statement on and after
      the
      date on which such Registration Statement becomes effective.

     

    "Quarterly
      Distribution"
      shall
      mean with respect to each Distribution Date, the distribution to be made to
      the
      Holders of the Down-MACRO Tradeable Shares that are Outstanding on the
      Distribution Date pursuant to Section
      5.2(a).

     

    "Record
      Date"
      shall
      mean the last Business Day of each March, June, September and December of each
      year, commencing in December of 2006.

     

    "Redemption
      Order"
      shall
      have the meaning set forth in Section
      4(b)
      of the
      Participants Agreement. 

     

    "Registration
      Statement"
      means
      the registration statement, file no. 333-116566, dated and filed with the SEC
      on
      November 29, 2006, relating to the Down-MACRO Holding Shares and Down-MACRO
      Tradeable Shares, as amended, supplemented or otherwise modified from time
      to
      time.

     

    "Registered
      Owner"
      shall
      mean the Depository or a nominee thereof in whose name the Down-MACRO Tradeable
      Shares are registered in the Share Register.

     

    "SEC"
      shall
      mean the United States Securities and Exchange Commission.

     

    "Securities
      Account"
      shall
      have the meaning set forth in Section
      3.5(a)
      hereof.

     

    "Securities
      Act"
      shall
      mean the Securities Act of 1933, as amended.

     

    "Share
      Register"
      shall
      have the meaning set forth in Section
      2.5(e)
      hereof.

     

    "Substitute
      Reference Price Licensing Agreement"
      shall
      mean any licensing arrangement pursuant to which the Paired Holding Trusts
      and
      the Down-MACRO Tradeable Trust acquire the right to use a Substitute Reference
      Oil Price for the purposes of calculating the Down-MACRO Underlying Value under
      the Down-MACRO Holding Trust Agreement.

     

    "Successor
      Administrative Agent"
      shall
      have the meaning set forth in Section
      10.6(b)
      hereof.

     

    "Successor
      Trustee"
      shall
      have the meaning set forth in Section
      13.8(b)
      hereof.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    "Termination
      Trigger"
      shall
      have the meaning set forth in Section
      11.1(a)
      hereof.


     

    "Tradeable
      Shares"
      shall
      mean the Down-MACRO Tradeable Shares and the Up-MACRO Tradeable
      Shares.

     

    "Tradeable
      Trusts"
      shall
      mean the Down-MACRO Tradeable Trust and the Up-MACRO Tradeable
      Trust.

     

    "Transaction
      Documents"
      shall
      mean this Trust Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing
      Agreement, the Calculation Agency Agreement and the Participants
      Agreement.

     

    "Transfer
      Agent and Registrar"
      shall
      have the meaning set forth in Section
      2.5(e)
      hereof.

     

    "Trust
      Assets"
      shall
      have the meaning set forth in Section
      2.1
      hereof.


     

    "Trust
      Officer"
      shall
      mean any officer or employee of the Trustee, in each case having responsibility
      for the administration of this Trust Agreement or authority to execute any
      documents on behalf of the Trustee, in its capacity as Trustee
      hereunder.

     

    "Trustee"
      shall
      mean State Street Bank and Trust Company (as successor to Investors Bank &
Trust Company), not in its individual capacity but solely as Trustee under
      this
      Trust Agreement, or its successor in interest in such capacity, or any successor
      trustee appointed as herein provided.

     

    "Trustee
      Indemnified Party"
      shall
      have the meaning set forth in Section
      13.6
      hereof.

     

    "Trustee
      Termination Event"
      shall
      have the meaning set forth in Section
      12.1
      hereof.

     

    "Up-MACRO
      Fees"
      shall
      have the meaning specified in Section
      5.4
      of the
      Up-MACRO Holding Trust Agreement.

     

    "Up-MACRO
      Holding Shares"
      shall
      mean the pass-through securities issued by the Up-MACRO Holding Trust pursuant
      to the Up-MACRO Holding Trust Agreement.

     

    "Up-MACRO
      Holding Trust"
      shall
      mean the MACROshares Oil Up Holding Trust created under the Up-MACRO Holding
      Trust Agreement.

     

    "Up-MACRO
      Holding Trust Agreement"
      shall
      mean the Third Amended and Restated Up-MACRO Holding Trust Agreement, dated
      as
      of the date hereof, among the Depositor, the Administrative Agent, the Marketing
      Agent and the Up-MACRO Holding Trustee.

     

    "Up-MACRO
      Holding Trustee"
      shall
      mean State Street Bank and Trust Company (as successor to Investors Bank &
Trust Company), not in its individual capacity but solely as trustee of the
      Up-MACRO Holding Trust.

     

    "Up-MACRO
      Stated Par Amount"
      shall
      mean the stated par amount of $20 per Up-MACRO Holding Share or Up-MACRO
      Tradeable Share.

     

    "Up-MACRO
      Tradeable Shares"
      shall
      mean the pass-through securities issued by the Up-MACRO Tradeable Trust pursuant
      to the Up-MACRO Tradeable Trust Agreement.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    "Up-MACRO
      Tradeable Trust"
      shall
      mean the MACROshares Oil Up Tradeable Trust formed under the Up-MACRO Tradeable
      Trust Agreement.

     

    "Up-MACRO
      Tradeable Trust Agreement"
      shall
      mean the Third Amended and Restated Up-MACRO Tradeable Trust Agreement, dated
      as
      of the date hereof, among the Depositor, the Administrative Agent, the Marketing
      Agent and the Up-MACRO Tradeable Trustee.

     

    Section
      1.2 Other
      Definitional Provisions.

     

    (a) All
      terms defined in this Trust Agreement shall have the defined meanings when
      used
      in any share, certificate or other document made or delivered pursuant hereto
      or
      thereto unless otherwise defined therein.

     

    (b) As
      used in this Trust Agreement and in any share, certificate or other document
      made or delivered pursuant hereto or thereto, accounting terms not defined
      in
      this Trust Agreement or in any such share, certificate or other document, and
      accounting terms partly defined in this Trust Agreement or in any such share,
      certificate or other document to the extent not defined, shall have the
      respective meanings given to them under generally accepted accounting
      principles. To the extent that the definitions of accounting terms in this
      Trust
      Agreement or in any such share, certificate or other document are inconsistent
      with the meanings of such terms under generally accepted accounting principles,
      the definitions contained in this Trust Agreement or in any such share,
      certificate or other document shall control.

     

    (c) The
      agreements, representations and warranties of MACRO Securities Depositor, LLC
      in
      this Trust Agreement in its capacity as Depositor shall be deemed to be the
      agreements, representations and warranties of MACRO Securities Depositor, LLC
      solely in such capacity for so long as MACRO Securities Depositor, LLC acts
      in
      such capacity under this Trust Agreement.

     

    (d) Unless
      otherwise specified, references to any amount as on deposit or outstanding
      on
      any particular date shall mean such amount at the close of business on such
      day.

     

    (e) The
      words "hereof," "herein" and "hereunder" and words of similar import when used
      in this Trust Agreement shall refer to this Trust Agreement as a whole and
      not
      to any particular provision of this Trust Agreement; references to any Article,
      Section, Schedule or Exhibit are references to Articles, Sections, Schedules
      and
      Exhibits in or to this Trust Agreement unless otherwise specified; and the
      term
      "including" shall mean "including without limitation."

     

     

    ARTICLE
      2

     

    FORM
      OF
      THE CERTIFICATES;

    DELIVERY
      AND REGISTRATION OF TRANSFER 

    OF
      DOWN-MACRO TRADEABLE SHARES

     

            Section
      2.1 Redemption
      of Founders' Shares.
      Concurrently with the first issuance of Down-MACRO Tradeable Shares in
      accordance with the terms of this Trust Agreement, the portion of the Initial
      Deposit made into the Down-MACRO Tradeable Trust by the Depositor and Claymore
      Securities, Inc. was transferred to each of them in redemption of their
      respective Founder's Shares and such Founders' Shares shall thereafter be
      cancelled and shall not be reissued. At no time shall the Initial Deposit be
      included in the calculation of the Per Share Underlying Value of the Down-MACRO
      Tradeable Shares or any other calculation performed at any time pursuant to
      ARTICLE
      4
      or
ARTICLE
      8
      of this
      Trust Agreement. The Down-MACRO Holding Shares on deposit from time to time
      in
      the Securities Account, all monies on deposit from time to time in the
      Distribution Account and the Netting Account and the Down-MACRO Holding Trust's
      rights under the MACRO Licensing Agreement and the NYMEX Sublicensing Agreement
      (or any Substitute Reference Price Licensing Agreement), shall collectively
      constitute the assets of the Down-MACRO Tradeable Trust (the "Trust
      Assets").

     

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


            Section
      2.2 Acceptance
      by Trustee.
      The
      Trustee hereby (i) acknowledges its acceptance on behalf of the Down-MACRO
      Tradeable Trust of all right and title to and interest in the Trust Assets,
      both
      now existing and hereafter created, and (ii) declares that it shall maintain
      such right, title and interest, upon the Down-MACRO Tradeable Trust herein
      set
      forth, for the benefit of all Holders of the Down-MACRO Tradeable
      Shares.

     

            Section
      2.3 Limited
      Purpose of the Down-MACRO Tradeable Trust.
      The
      Down-MACRO Tradeable Trust shall not engage in any business or activity other
      than those specified in this Section
      2.3
      or any
      activity that is incidental and necessary to carrying out the business or
      activities enumerated by this Section
      2.3.
      The
      exclusive purposes and functions of the Down-MACRO Tradeable Trust shall consist
      of:

     

    (a) redeeming
      the Founders' Shares concurrently with the first issuance of Down-MACRO
      Tradeable Shares;

     

    (b) issuing
      Down-MACRO Tradeable Shares in connection with each deposit of Down-MACRO
      Holding Shares into the Down-MACRO Tradeable Trust on a continuous basis and
      exchanging Outstanding Down-MACRO Tradeable Shares for the underlying Down-MACRO
      Holding Shares that have been deposited in the Down-MACRO Tradeable Trust,
      in
      each case on a continuous basis and in accordance with the provisions and
      subject to the conditions set forth in this Trust Agreement;

     

    (c) entering
      into the other Transaction Documents with the other parties thereto;
      and

     

    (d) maintaining
      a listing for the Down-MACRO Tradeable Shares on the AMEX or another national
      stock exchange.

     

            Section
      2.4 Representations
      and Warranties of the Depositor .
      The
      Depositor hereby makes the following representations and warranties to the
      Down-MACRO Tradeable Trust and agrees that the Trustee may rely on each such
      representation and warranty as of the Closing Date and on each Issuance
      Date:

     

    (a) Organization
      and Good Standing.
      The
      Depositor is a limited liability company validly existing and in good standing
      under the laws of the State of Delaware and has full power, authority and legal
      right to own its properties and conduct its business as such properties are
      presently owned and such business is presently conducted, and to execute,
      deliver and perform its obligations under this Trust Agreement.

     

    (b) Due
      Qualification.
      The
      Depositor is duly qualified to do business and is in good standing as a foreign
      company (or is exempt from such requirements) and has obtained all necessary
      licenses and approvals in each jurisdiction in which failure to so qualify
      or to
      obtain such licenses and approvals would result in the performance by the
      Depositor of its obligations under this Trust Agreement to violate any
      applicable law and would have a material adverse effect on the interests of
      the
      Holders of the Down-MACRO Tradeable Shares hereunder.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (c) Due
      Authorization.
      The
      execution, delivery and performance of this Trust Agreement by the Depositor,
      the execution and delivery to the Trustee of the Down-MACRO Tradeable Shares
      by
      the Depositor and the consummation by the Depositor of the transactions provided
      for in this Trust Agreement and the performance of its obligations hereunder
      have been duly authorized by the Depositor by all necessary action on the part
      of the Depositor and this Trust Agreement will remain, from the time of its
      execution, an official record of the Depositor.

     

    (d) No
      Conflict.
      The
      execution and delivery by the Depositor of this Trust Agreement and the
      Down-MACRO Tradeable Shares, the performance by the Depositor of the
      transactions contemplated by this Trust Agreement and the fulfillment by the
      Depositor of the terms hereof will not conflict with, result in any breach
      of
      any of the material terms and provisions of, or constitute (with or without
      notice or lapse of time or both) a material default under, any indenture,
      contract, agreement, mortgage, deed of trust, or other instrument to which
      the
      Depositor is a party or by which it or any of its properties are
      bound.

     

    (e) No
      Violation.
      The
      execution and delivery by the Depositor of this Trust Agreement and the
      Down-MACRO Tradeable Shares, the performance by the Depositor of the
      transactions contemplated by this Trust Agreement and its obligations hereunder
      and the fulfillment by the Depositor of the terms hereof will not conflict
      with
      or violate any Requirements of Law applicable to the Depositor.

     

    (f) No
      Proceedings.
      There
      are no proceedings or investigations pending or, to the best knowledge of the
      Depositor, threatened against the Depositor before any Governmental Authority
      (i) asserting the invalidity of this Trust Agreement or the Down-MACRO Tradeable
      Shares, (ii) seeking to prevent the issuance of the Down-MACRO Tradeable Shares
      or the consummation of any of the transactions contemplated by this Trust
      Agreement or the Down-MACRO Tradeable Shares, (iii) seeking any determination
      or
      ruling that, in the reasonable judgment of the Depositor, would materially
      and
      adversely affect the performance by the Depositor of its obligations under
      this
      Trust Agreement, (iv) seeking any determination or ruling that would materially
      and adversely affect the validity or enforceability of this Trust Agreement
      or
      the Down-MACRO Tradeable Shares or (v) seeking to affect adversely the income
      tax attributes of the Down-MACRO Tradeable Trust under the federal or applicable
      state income or franchise tax systems. 

     

    (g) All
      Consents Required.
      All
      approvals, authorizations, consents, orders or other actions of any Person
      or of
      any Governmental Authority required in connection with the execution and
      delivery by the Depositor of this Trust Agreement and the Down-MACRO Tradeable
      Shares, the performance by the Depositor of the transactions contemplated by
      this Trust Agreement and its obligations hereunder and the Down-MACRO Tradeable
      Shares and the fulfillment by the Depositor of the terms hereof and thereof
      have
      been obtained.

     

    (h) Bankruptcy;
      Insolvency.
      No
      Event of Bankruptcy with respect to the Depositor has occurred which would
      materially and adversely affect the validity or enforceability of this Trust
      Agreement or the Down-MACRO Tradeable Shares.

     

    (i) Binding
      Obligation.
      This
      Trust Agreement constitutes a legal, valid and binding obligation of the
      Depositor, enforceable against the Depositor in accordance with its terms,
      except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar laws now or hereafter
      in
      effect which affect the enforcement of creditors' rights in general, and except
      as such enforceability may be limited by general principles of equity (whether
      considered in a suit at law or in equity).

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (j) No
      Conflicting Claim.
      Neither
      the Depositor nor any Person claiming through or under the Depositor has any
      claim to or interest in the Securities Account, the Distribution Account or
      the
      Netting Account.

     

    The
      representations and warranties of the Depositor set forth in this Section
      2.4
      shall
      survive following the execution of this Trust Agreement and shall be deemed
      to
      be made on each Issuance Date. Upon discovery by the Depositor, the Trustee
      or
      the Administrative Agent of a breach of any of the representations and
      warranties by the Depositor set forth in this Section
      2.4,
      the
      party discovering such breach shall give prompt written notice to the other
      parties hereto. The Depositor agrees to cooperate with the Trustee and the
      Administrative Agent in attempting to cure any such breach. 

     

            Section
      2.5 Form
      of Shares; Book-Entry System; Transferability of Down-MACRO Tradeable
      Shares.

     

    (a) Form
      of Shares.
      The
      Down-MACRO Tradeable Shares shall be evidenced by one or more global
      certificates substantially in the form set forth in Exhibit
      A
      attached
      hereto, with appropriate insertions, modifications and omissions as hereinafter
      provided (each such certificate, a "Global
      Certificate").
      No
      Down-MACRO Tradeable Shares shall be entitled to any benefits under this Trust
      Agreement or be valid or obligatory for any purpose unless a Global Certificate
      evidencing those Down-MACRO Tradeable Shares has been executed by the Trustee
      by
      the manual or facsimile signature of a duly authorized signatory of the Trustee
      and countersigned by the manual or facsimile signature of a duly authorized
      officer of the Depositor. The Trustee shall maintain books on which the
      registered ownership of each Global Certificate and transfers, if any, of such
      registered ownership shall be recorded. Global Certificates evidencing the
      Down-MACRO Tradeable Shares bearing the manual or facsimile signature of a
      duly
      authorized signatory of the Trustee and the manual or facsimile signature of
      a
      duly authorized officer of the Depositor, if applicable, who was, at the time
      such Global Certificates were executed, a proper signatory of the Trustee or
      the
      Depositor, as applicable, shall bind the Trustee, notwithstanding that such
      signatory has ceased to hold such office prior to the delivery of such Global
      Certificates.
      The
      Global Certificates may be endorsed with or have incorporated in the text
      thereof such legends or recitals or modifications not inconsistent with the
      provisions of this Trust Agreement as may be required by the Trustee or required
      to comply with any applicable law or regulations promulgated thereunder or
      with
      the rules and regulations of any securities exchange upon which the Down-MACRO
      Tradeable Shares may be listed or to conform with any usage with respect
      thereto, or to indicate any special limitations or restrictions to which the
      Down-MACRO Tradeable Shares are subject.

     

    The
      Founders' Shares and the beneficial ownership thereof by the Depositor and
      Claymore Securities, Inc. shall be recorded on the books and records maintained
      by the Trustee on behalf of the Down-MACRO Tradeable Trust and no physical
      certificates shall be issued in respect of such Founders' Shares. Concurrently
      with the first issuance of Down-MACRO Tradeable Shares, the Founders' Shares
      shall be cancelled and shall not thereafter be reissued.

     

    (b) Book-Entry
      Settlement.
      The
      Depositor and the Trustee shall apply to the Depository for acceptance of the
      Global Certificates in its book-entry settlement system. The Global Certificates
      shall be deposited with the Trustee, as the custodian for the Depository, shall
      be registered in the name of Cede & Co., as nominee for the Depository, and
      shall bear the following legend: 

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"),
      TO THE
      AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
      OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
      DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER,
      PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
      WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
      INTEREST HEREIN. 

     


    
      
        
        

      

      
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    So
      long
      as the Down-MACRO Tradeable Shares are eligible for book-entry settlement with
      the Depository, (i) no Beneficial Owner of Down-MACRO Tradeable Shares will
      be
      entitled to receive a physical certificate evidencing those shares, (ii) the
      interest of a Beneficial Owner in the Down-MACRO Tradeable Shares will be shown
      only on, and transfer of that interest will be effected only through, records
      maintained by the Depository or a DTC Participant or Indirect Participant
      through which the Beneficial Owner holds that interest and (iii) the rights
      of a
      Beneficial Owner of Down-MACRO Tradeable Shares will be exercised only to the
      extent allowed by, and in compliance with, the arrangements in effect between
      such Beneficial Owner and the Depository or the DTC Participant or Indirect
      Participant through which that Beneficial Owner holds an interest in the
      Down-MACRO Tradeable Shares.

     

    As
      provided in the Depository Agreement, upon the settlement date for any transfer
      or any creation, exchange or redemption of the Down-MACRO Tradeable Shares,
      the
      Depository will credit or debit, on its book-entry registration and transfer
      system, the amount of Down-MACRO Tradeable Shares so transferred or so created,
      exchanged or redeemed to the accounts of the appropriate DTC Participants.
      The
      accounts to be credited and charged shall be designated by the Trustee, as
      instructed by the Administrative Agent and the applicable Holder of Down-MACRO
      Tradeable Shares. The Beneficial Owners of the Down-MACRO Tradeable Shares
      will
      be shown on, and the transfer of beneficial ownership by Beneficial Owners
      will
      be effected only through, in the case of DTC Participants, records maintained
      by
      the Depository and, in the case of Indirect Participants and Beneficial Owners
      holding through a DTC Participant or an Indirect Participant, through those
      records or the records of the relevant DTC Participants. Beneficial Owners
      are
      expected to receive from or through the broker or bank that maintains the
      account through which the Beneficial Owner has purchased Down-MACRO Tradeable
      Shares a written confirmation relating to their purchase of Down-MACRO Tradeable
      Shares. 

     

    Upon
      the
      settlement date for any creation, transfer, exchange or redemption of Down-MACRO
      Tradeable Shares, the Trustee shall make a notation on Schedule
      A
      attached
      to the Global Certificate indicating the resulting Net Par Amount Increase
      or
      Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Down-MACRO
      Tradeable Shares represented by such Global Certificate. Upon the settlement
      date for a transfer of a Global Certificate to a new Registered Owner as
      described in clause
      (e)(ii)
      of this
Section
      2.5,
      the
      Trustee shall cancel such Global Certificate and issue a new Global Certificate
      in the name of such transferee Registered Owner.

     

    The
      Depository may discontinue providing its services with respect to the Down-MACRO
      Tradeable Shares by giving notice to the Trustee, the Administrative Agent
      and
      the Depositor pursuant to and in conformity with the provisions of the
      Depository Agreement and discharging its responsibilities with respect thereto
      under applicable law. In such event, the Trustee, the Administrative Agent
      and
      the Depositor shall seek to find a replacement for the Depository to perform
      the
      functions thereof on terms acceptable to the Administrative Agent and the
      Depositor. If no such replacement can be found or is willing to assume the
      duties of the Depository, then a Termination Trigger will occur pursuant to
      Section
      11.1
      of this
      Trust Agreement. 

     


    
      
        
        

      

      
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    (c) Notices
      to Beneficial Owners.
      As
      described above, the Trustee will recognize the Depository or its nominee as
      the
      owner of all Down-MACRO Tradeable Shares for all purposes except as expressly
      set forth in this Trust Agreement. Conveyance of all notices, statements and
      other communications required to be delivered to Beneficial Owners will be
      effected as follows: The Administrative Agent shall inquire of each such DTC
      Participant as to the number of Beneficial Owners holding Down-MACRO Tradeable
      Shares, directly or indirectly, through such DTC Participant. The Administrative
      Agent shall provide each such DTC Participant with sufficient copies of such
      notice, statement or other communication, in such form, number and at such
      place
      as such DTC Participant may reasonably request, in order that such notice,
      statement or communication may be transmitted by such DTC Participant, directly
      or indirectly, to such Beneficial Owners. In addition, the Down-MACRO Tradeable
      Trust shall reimburse each such DTC Participant for the expenses attendant
      to
      such transmittal, subject to applicable statutory and regulatory requirements.
      The Administrative Agent or Depositor will instruct the Trust to pay said
      expenses.

     

    (d) Distributions
      on Book-Entry Certificates.
      All
      distributions on the Down-MACRO Tradeable Shares shall be made to the Depository
      or its nominee, Cede & Co., as the registered owner of all Down-MACRO
      Tradeable Shares. The Trustee and the Depositor expect that the Depository
      or
      its nominee, upon receipt of any distributions made in respect of the Down-MACRO
      Tradeable Shares, shall credit immediately the DTC Participants' accounts with
      payments in amounts proportionate to their respective beneficial interests
      in
      the Down-MACRO Tradeable Shares as shown on the records of the Depository or
      its
      nominee. The Trustee and the Depositor also expect that payments by DTC
      Participants to Indirect Participants and Beneficial Owners held through such
      DTC Participants and Indirect Participants will be governed by standing
      instructions and customary practices, as is now the case with securities held
      for the accounts of customers in bearer form or registered in a "street name,"
      and shall be the responsibility of such DTC Participants and Indirect
      Participants. None of the Trustee, the Depositor or the Administrative Agent
      shall have any responsibility or liability for any aspects of the records
      relating to or notices to Beneficial Owners, or payments made on account of
      beneficial ownership interests in the Down-MACRO Tradeable Shares, or for
      maintaining, supervising or reviewing any records relating to such beneficial
      ownership interests or for any other aspect of the relationship between the
      Depository and the DTC Participants or the relationship between such DTC
      Participants and the Indirect Participants and Beneficial Owners owning through
      such DTC Participants or Indirect Participants or between or among the
      Depository, any Beneficial Owner and any Person by or through which such
      Beneficial Owner is considered to own Down-MACRO Tradeable Shares. 

     

    (e) Registration
      of Transfer; Restrictions on Transfer.

     

    (i) The
      Trustee shall cause to be kept at its Corporate Trust Office a register (the
      "Share
      Register")
      in
      which, subject to such reasonable regulations as it may prescribe, a transfer
      agent and registrar (the "Transfer
      Agent and Registrar")
      shall
      provide for the registration of the Down-MACRO Tradeable Shares and of transfers
      and exchanges of such shares as herein provided. The Transfer Agent and
      Registrar shall initially be the Trustee.
      The
      Depositor may revoke such appointment and remove any Transfer Agent and
      Registrar if the Depositor determines in its sole discretion that such Transfer
      Agent and Registrar failed to perform the responsibilities of the Transfer
      Agent
      and Registrar set forth in this Trust Agreement in any material respect. Any
      Transfer Agent and Registrar shall be permitted to resign as Transfer Agent
      and
      Registrar upon thirty (30) days' notice to the Depositor and the Trustee;
provided,
      however,
      that
      such resignation shall not be effective and such Transfer Agent and Registrar
      shall continue to perform its duties as Transfer Agent and Registrar until
      the
      Trustee has appointed a successor Transfer Agent and Registrar reasonably
      acceptable to the Depositor.

     

     


    
      
        
        

      

      
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    (ii) Transfers
      of the Global Certificates shall be limited to transfers of such Global
      Certificates in whole, but not in part, to nominees of the Depository or to
      a
      successor of the Depository or such successor's nominee. When a Global
      Certificate is presented for registration of transfer, the Depositor shall
      execute, the Trustee shall authenticate and the Transfer Agent and Registrar
      shall register one or more new Global Certificates in the name of the designated
      transferee or transferees. Each Global Certificate presented for registration
      of
      transfer shall be accompanied by a written instrument of transfer in a form
      satisfactory to the Trustee or the Transfer Agent and Registrar duly executed
      by
      the Registered Owner or the attorney-in-fact thereof duly authorized in writing.
      No service charge shall be made for any registration of transfer or exchange
      of
      Down-MACRO Tradeable Shares, but the Transfer Agent and Registrar may require
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in connection with any such transfer or exchange.

     

    (f) Mutilated,
      Destroyed, Lost or Stolen Global Certificate.
      If (a)
      any mutilated Global Certificate is surrendered to the Transfer Agent and
      Registrar, or the Transfer Agent and Registrar receives evidence to its
      satisfaction of the destruction, loss or theft of any Global Certificate and
      (b)
      there is delivered to the Transfer Agent and Registrar and the Trustee such
      security or indemnity as may be required by them to save each of them harmless,
      then in the absence of notice to the Trustee that such Global Certificate has
      been acquired by a bona fide purchaser, the Depositor shall execute, the Trustee
      shall authenticate and the Transfer Agent and Registrar shall deliver, in
      exchange for or in lieu of any such mutilated, destroyed, lost or stolen Global
      Certificate, a new Global Certificate of like tenor and aggregate beneficial
      interest. In connection with the issuance of any new Global Certificate under
      this Section
      2.5(f),
      the
      Trustee or the Transfer Agent and Registrar may require the payment by the
      Registered Owner of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in relation thereto and any other expenses (including
      the fees and expenses of the Trustee and the Transfer Agent and Registrar)
      connected therewith. Any duplicate Global Certificate issued pursuant to this
      Section
      2.5(f)
      shall
      constitute complete and indefeasible evidence of ownership in the Down-MACRO
      Tradeable Trust, as if originally issued, whether or not the lost, stolen or
      destroyed Global Certificate shall be found at any time.

     

    (g) Share
      Split. Pursuant
      to resolutions adopted by the Board of Managers of the Depositor on September
      28, 2007, the Depositor has declared a three-for-one split of the Down-MACRO
      Tradeable Shares. The record date and pay date for the split shall be designated
      and notified by the Depositor to the AMEX and the general public. The total
      amount of Outstanding Up-MACRO Holding Shares shall be tripled and the Depositor
      shall instruct DTC to credit on the applicable pay date three shares for each
      one share that is credited to any DTC account as of the applicable record date.
      A three-for-one split has also been declared for the Up-MACRO Holding Shares,
      the Down-MACRO Holding Shares and the Up-MACRO Tradeable Shares.

     

     

     


    
      
        
        

      

      
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    ARTICLE
      3

     

    APPOINTMENT
      OF THE TRUSTEE, 

    ADMINISTRATIVE
      AGENT AND MARKETING AGENT;

    ESTABLISHMENT
      OF ACCOUNTS

     

            Section
      3.1 Acceptance
      of Appointment and Matters Relating to the Trustee.

     

    (a) State
      Street Bank and Trust Company (as successor to Investors Bank & Trust
      Company) agrees to act as Trustee, Trust Accounting Agent, Custodian, Transfer
      Agent and Registrar under this Trust Agreement and has concurrently agreed
      to
      act as the Down-MACRO Holding Trustee under the Down-MACRO Holding Trust
      Agreement, the Up-MACRO Holding Trustee under the Up-MACRO Holding Trust
      Agreement and the Up-MACRO Tradeable Trustee under the Up-MACRO Tradeable Trust
      Agreement. The Holders of the Down-MACRO Tradeable Shares, by their acceptance
      of their shares, consent to State Street Bank and Trust Company acting as
      Trustee under this Trust Agreement and as trustee for the Down-MACRO Holding
      Trust under the Down-MACRO Holding Trust Agreement, as trustee for the Up-MACRO
      Holding Trust under the Up-MACRO Holding Trust Agreement and as trustee for
      the
      Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust
      Agreement.

     

    (b) Subject
      to the limited purposes and functions of the Down-MACRO Tradeable Trust
      specified in Section
      2.3
      hereof,
      the Trustee is hereby authorized, instructed and empowered (i) to make deposits
      and withdrawals from the Securities Account, the Distribution Account and the
      Netting Account, as set forth in this Trust Agreement; (ii) to make
      distributions on the Down-MACRO Tradeable Shares in accordance with Section
      5.2
      hereof;
(iii)
      to
      administer the Down-MACRO Tradeable Trust;
      (iv) to
      furnish to the Down-MACRO Holding Trustee and the Administrative Agent
      notification of and all documentation relating to the fees and expenses incurred
      by the Down-MACRO Tradeable Trust, pursuant to Section
      5.3
      of this
      Trust Agreement; (v) to effect the exchange of Down-MACRO Tradeable Shares
      in
      connection with Paired Optional Redemptions and Paired Issuances in accordance
      with the provisions of Section
      6.1
      and
Section
      6.2 hereof,
      and to effect exchanges of Down-MACRO Tradeable Shares pursuant to Section
      6.3
      hereof;
      (vi) to enter into the Participants Agreement, the MACRO Licensing Agreement,
      the NYMEX Sublicensing Agreement and the Calculation Agency Agreement; (vii)
      to
      make certain calculations on behalf of the Down-MACRO Tradeable Trust; and
      (viii) to take any action required or permitted under this Trust Agreement
      and
      any action needed for the daily operation of the Down-MACRO Tradeable Trust.
      Without limiting the generality of the foregoing and with the prior written
      consent of the Depositor, the Trustee is hereby authorized and empowered to
      make
      any filings, reports, notices, applications and registrations with, and to
      seek
      any consents or authorizations from, the SEC and any state securities authority
      on behalf of the Down-MACRO Tradeable Trust as may be necessary or advisable
      to
      comply with any federal or state securities laws or reporting requirements;
      provided,
      however,
      that
      the Depositor shall make all filings with the SEC and under state securities
      laws on behalf of the Down-MACRO Tradeable Trust to the extent required to
      do so
      hereby.

     

    (c) Pursuant
      to Section
      3.1(c)
      of the
      Down-MACRO Holding Trust Agreement the Trustee shall be entitled to be
      reimbursed for any expenses incurred by it, with the prior approval of the
      Depositor or the Administrative Agent, in connection with the performance of
      its
      duties under this Trust Agreement, including, without limitation, the fees
      and
      disbursements of any custodian, Transfer Agent and Registrar, the reasonable
      fees and expenses of legal counsel, the fees and disbursements of Independent
      accountants, and the expenses associated with failed Creation and Exchange
      Orders under the Participants Agreement. If so instructed by the Depositor
      or
      the Administrative Agent, the Trustee may expend its own funds on behalf of
      the
      Down-MACRO Tradeable Trust and shall be reimbursed therefor on the next
      scheduled Distribution Payment Date.

     


    
      
        
        

      

      
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    (d) The
      Down-MACRO Tradeable Trust shall not, and the Trustee shall not cause the
      Down-MACRO Tradeable Trust to, nor shall the Depositor direct the Trustee to,
      engage in any activity other than as required or authorized by this Trust
      Agreement. In particular, the Down-MACRO Tradeable Trust shall not and the
      Trustee shall not cause the Down-MACRO Tradeable Trust to:

     

    (i) invest
      any interest or other distributions paid in respect of the Trust Assets, but
      shall distribute all such proceeds to the Holders on the date of receipt thereof
      pursuant to the terms of this Trust Agreement and of the Down-MACRO Tradeable
      Shares;

     

    (ii) acquire
      any assets other than as expressly provided herein;

     

    (iii) possess
      Trust Assets for a purpose other than those described in Section
      2.3;

     

    (iv) sell,
      pledge, hypothecate or transfer the Down-MACRO Holding Shares (except in
      accordance with Section
      6.2
      or
Section
      6.3);

     

    (v) make
      any
      loans or incur any indebtedness or acquire any securities other than Down-MACRO
      Holding Shares;

     

    (vi) except
      as
      expressly permitted pursuant to Section
      15.1,
      act in
      such a way as to vary the terms of the Down-MACRO Tradeable Shares in any way
      whatsoever;

     

    (vii) issue
      any
      securities or other evidences of beneficial ownership of, or beneficial interest
      in, the Down-MACRO Tradeable Trust, other than the Down-MACRO Tradeable Shares
      and the Founders' Shares, which shall be redeemed and cancelled by the Trustee
      upon the first issuance of Down-MACRO Tradeable Shares and shall not thereafter
      be reissued;

     

    (viii) (A)
      direct the time, method and place of conducting any proceeding for any remedy
      available to the Down-MACRO Tradeable Trust as the holder of the Down-MACRO
      Holding Shares or exercising any power conferred upon Holders of Down-MACRO
      Holding Shares, (B) waive any past default or violation that is waivable under
      the terms of the Down-MACRO Holding Shares or (C) consent to any amendment
      or
      modification of the terms of any Down-MACRO Holding Shares where such consent
      shall be required, except, in each case, if permitted hereby or after receiving
      instructions from the Holders of the Down-MACRO Tradeable Shares pursuant to
      Section
      15.6(b)
      hereof;

     

    (ix) file
      a
      certificate of cancellation of the Down-MACRO Tradeable Trust or take any other
      action to terminate the Down-MACRO Tradeable Trust, except in connection with
      a
      liquidation thereof pursuant to ARTICLE
      14
      hereof;

    
       


      
        
          
          

        

        
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    (x) take
      any
      action that would cause the Down-MACRO Tradeable Trust to be classified other
      than as a grantor trust for U.S. federal income tax purposes;
      or


    (xi) take
      any
      action that would cause the Down-MACRO Tradeable Trust to be required to
      register as an investment company under the Investment Company Act or as a
      commodity pool under the CEAct.

     

            Section
      3.2 Representations,
      Warranties and Covenants of the Trustee.
      State
      Street Bank and Trust Company (as successor to Investors Bank & Trust
      Company), in its capacity as initial Trustee under this Trust Agreement, hereby
      makes, and any successor Trustee by its appointment hereunder shall make, on
      the
      Closing Date (or on the applicable date of appointment), the following
      representations, warranties and covenants to the Down-MACRO Tradeable Trust
      (and
      agrees that the Depositor, the Administrative Agent and the Holders of the
      Down-MACRO Tradeable Shares may rely on each such representation, warranty
      and
      covenant):

     

    (a) Organization
      and Good Standing.
      The
      Trustee is a Massachusetts trust company (or with respect to any successor
      Trustee, such other corporate entity as may be applicable), duly organized,
      validly existing and in good standing under the laws of the Commonwealth of
      Massachusetts (or with respect to any successor Trustee, under the laws of
      the
      applicable jurisdiction of organization), and has full trust power, authority
      and legal right to execute, deliver and perform its obligations under this
      Trust
      Agreement and, in all material respects, to own its properties and conduct
      its
      business as such properties are presently owned and as such business is
      presently conducted.

     

    (b) Due
      Qualification.
      The
      Trustee is duly qualified to do business and is in good standing as a foreign
      trust company (or is exempt from such requirements), and has obtained all
      necessary licenses and approvals in each jurisdiction in which failure to so
      qualify or to obtain such licenses and approvals would have a material adverse
      effect on the interests of the Holders of the Down-MACRO Tradeable Shares
      hereunder.

     

    (c) Due
      Authorization.
      The
      execution, delivery, and performance of this Trust Agreement has been duly
      authorized by the Trustee by all necessary trust action on the part of the
      Trustee.

     

    (d) Binding
      Obligation.
      This
      Trust Agreement constitutes a legal, valid and binding obligation of the
      Trustee, enforceable in accordance with its terms, except as enforceability
      may
      be limited by applicable bankruptcy, insolvency, reorganization, moratorium
      or
      other similar laws now or hereafter in effect, affecting the enforcement of
      creditors' rights in general and except as such enforceability may be limited
      by
      general principles of equity (whether considered in a suit at law or in
      equity).

     

    (e) No
      Violation.
      The
      execution and delivery of this Trust Agreement by the Trustee, the performance
      of the transactions contemplated by this Trust Agreement and the fulfillment
      of
      the terms hereof applicable to the Trustee, will not conflict with, violate,
      result in any breach of any of the material terms and provisions of, or
      constitute (with or without notice or lapse of time or both) a material default
      under, any Requirement of Law applicable to the Trustee or any indenture,
      contract, agreement, mortgage, deed of trust or other instrument to which the
      Trustee is a party or by which it or any of its properties are
      bound.

     

    (f) No
      Proceedings.
      There
      are no proceedings or investigations pending or threatened against the Trustee
      before any Governmental Authority seeking to prevent the issuance of the
      Down-MACRO Tradeable Shares or the consummation of any of the transactions
      contemplated by this Trust Agreement, seeking any determination or ruling that,
      in the reasonable judgment of the Trustee, would materially and adversely affect
      the performance by the Trustee of its obligations under this Trust Agreement,
      or
      seeking any determination or ruling that would materially and adversely affect
      the validity or enforceability of this Trust Agreement.

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    (g) Compliance
      with Requirements of Law.
      The
      Trustee shall duly satisfy all of its obligations and duties under this Trust
      Agreement and shall maintain in effect all qualifications and will comply in
      all
      material respects with all of the Requirements of Law in connection with its
      duties hereunder, inasmuch as a failure to comply with such requirements would
      have a material adverse effect on the interests of the Holders of the Down-MACRO
      Tradeable Shares.

     

    (h) Protection
      of the Rights of Holders of the Down-MACRO Tradeable Shares.
      The
      Trustee shall take no action which, nor omit to take any action the omission
      of
      which, would materially impair the rights of Holders of the Down-MACRO Tradeable
      Shares, nor shall it revise amounts to be distributed on the Down-MACRO
      Tradeable Shares.

     

    (i) All
      Consents Required.
      All
      approvals, authorizations, consents, orders or other actions of any Person
      or of
      any Governmental Authority required in connection with the execution and
      delivery by the Trustee of this Trust Agreement, the performance by the Trustee
      of the transactions contemplated by this Trust Agreement and the fulfillment
      by
      the Trustee of the terms hereof, have been obtained; provided,
      however,
      that
      the Trustee makes no representation or warranty regarding state securities
      or
      "blue sky" laws in connection with the distribution of the Down-MACRO Tradeable
      Shares.

     

    (j) No
      Affiliation.
      The
      Trustee is not an Affiliated Person with respect to the Depositor, the
      Down-MACRO Tradeable Trust, either of the Paired Holding Trusts, the Up-MACRO
      Tradeable Trust, the Administrative Agent, the Marketing Agent or any Authorized
      Participant, and it is not an Affiliated Person with respect to any Person
      who
      is an Affiliated Person with respect to any of the foregoing entities; further,
      the Trustee does not, and will not for so long as it acts as Trustee hereunder,
      offer or provide credit or credit enhancement to any of the MACRO Trusts, except
      to the extent that the Trustee provides overdraft liquidity in the normal course
      of its custody services hereunder.

     

    (k) Eligibility
      Requirements.
      The
      Trustee meets, and shall at all times during which it acts as Trustee hereunder
      meet, the eligibility requirements set forth in Section
      13.7
      hereof.

     

    (l) No
      Holding of MACRO Shares.
      The
      Trustee shall not, for so long as it acts as Trustee hereunder, acquire or
      hold
      any Down-MACRO Holding Shares, Up-MACRO Holding Shares, Down-MACRO Tradeable
      Shares or Up-MACRO Tradeable Shares for its own account.

     

    (m) Maintenance
      of Records and Books of Account.
      The
      Trustee shall maintain and implement administrative and operating procedures
      (including the ability to recreate records evidencing any transaction entered
      into by the Down-MACRO Tradeable Trust in the event of the destruction of the
      originals thereof), and keep and maintain all documents, books, computer records
      and other information, reasonably necessary or advisable for no less than five
      years after the termination of the Trust. Such documents, books and computer
      records shall reflect all facts giving rise to such transactions, all payments
      and credits with respect thereto, and, to the extent required, such documents,
      books and computer records shall indicate the interests of the Down-MACRO
      Tradeable Trust in such transactions.

     

     


    
      
        
        

      

      
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            Section
      3.3 Acceptance
      of Appointment and Matters Relating to the Administrative Agent and the
      Marketing Agent.

     

    (a) MacroMarkets
      LLC agrees to act as Administrative Agent under this Agreement and the Holders
      of the Down-MACRO Tradeable Shares by their acceptance of their shares consent
      to MacroMarkets LLC acting as Administrative Agent under this Trust Agreement
      and as administrative agent for the Down-MACRO Holding Trust under the
      Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the
      Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under
      the
      Up-MACRO Tradeable Trust Agreement. MACRO Financial, LLC agrees to act as a
      Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO
      Tradeable Shares by their acceptance of their shares consent to MACRO Financial,
      LLC acting as a Marketing Agent under this Trust Agreement and as a marketing
      agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust
      Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust
      Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable
      Trust Agreement.

     

    (b) The
      Administrative Agent shall direct the Trustee in effecting exchanges of
      Down-MACRO Tradeable Shares for the underlying Down-MACRO Holding Shares in
      connection with Paired Issuances and Paired Optional Redemptions. The
      Administrative Agent shall have full power and authority, acting alone or
      through any party properly designated by it hereunder, to do any and all things
      in connection with the foregoing duties which it may deem necessary or
      desirable. The Administrative Agent shall not be obligated to use separate
      offices, employees or accounts in carrying out its duties hereunder. The
      Depositor and the Trustee shall furnish to the Administrative Agent any powers
      of attorney or other documents necessary or appropriate to enable the
      Administrative Agent to carry out its administrative duties
      hereunder.

     

    (c) The
      Administrative Agent shall comply with and perform its administrative
      obligations set forth in the Down-MACRO Holding Trust Agreement and the Up-MACRO
      Holding Trust Agreement in accordance with the terms of each such agreement
      and
      the Holders of the Down-MACRO Tradeable Shares shall be third party
      beneficiaries of the Administrative Agent's covenants to perform its obligations
      under such agreements. The Administrative Agent shall also at all times maintain
      the MACROshares Website.

     

    (d) The
      Marketing Agent shall comply with and perform its obligations with respect
      to
      the Down-MACRO Tradeable Shares in accordance with the terms of a separate
      letter agreement entered into between the Depositor and the Marketing
      Agent.

     

    (e) As
      compensation for acting as the Administrative Agent under the terms of this
      Trust Agreement, MacroMarkets LLC will be entitled to receive the Down-MACRO
      Administration Fee, which shall be payable to it in arrears on each Distribution
      Payment Date in accordance with the provisions of Section
      5.4
      of the
      Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable
      for any expenses incurred by it on behalf of the Down-MACRO Tradeable Trust,
      but
      shall be responsible for its overhead expenses related to the performance of
      its
      obligations under this Trust Agreement. 

     

    (f) As
      compensation for acting as a Marketing Agent, MACRO Financial, LLC will be
      entitled to receive the Down-MACRO Marketing Fee, which shall be payable to
      it
      in arrears on each Distribution Payment Date in accordance with the provisions
      of Section
      5.4
      of the
      Down-MACRO Holding Trust Agreement.

     

     


    
      
        
        

      

      
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            Section
      3.4 Representations,
      Warranties and Covenants of the Administrative Agent and the Marketing
      Agent.

     

    (a) MacroMarkets
      LLC, in its capacity as the Administrative Agent, hereby makes, and any
      successor Administrative Agent by its appointment hereunder shall make, on
      the
      Closing Date (or on the date of any such appointment), the following
      representations, warranties and covenants to the Down-MACRO Tradeable Trust
      (and
      agrees that the Depositor and the Trustee may rely on each such representation,
      warranty and covenant in fulfilling their respective duties
      hereunder):

     

    (i) Organization
      and Good Standing.
      The
      Administrative Agent is a Delaware limited liability company (or with respect
      to
      any successor Administrative Agent, such other corporate entity as may be
      applicable) duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware (or with respect to any successor Administrative Agent,
      the applicable jurisdiction of its organization), and has full corporate power,
      authority and legal right to execute, deliver and perform its obligations under
      this Trust Agreement and, in all material respects, to own its properties and
      conduct its business as such properties are presently owned and as such business
      is presently conducted.

     

    (ii) Due
      Qualification.
      The
      Administrative Agent is duly qualified to do business and is in good standing
      as
      a foreign corporation (or is exempt from such requirements), and has obtained
      all necessary licenses and approvals in each jurisdiction in which failure
      to so
      qualify or to obtain such licenses and approvals would have a material adverse
      effect on the interests of the Holders of the Down-MACRO Tradeable Shares
      hereunder.

     

    (iii) Due
      Authorization.
      The
      execution, delivery and performance of this Trust Agreement has been duly
      authorized by the Administrative Agent by all necessary corporate action on
      the
      part of the Administrative Agent.

     

    (iv) Binding
      Obligation.
      This
      Trust Agreement constitutes a legal, valid and binding obligation of the
      Administrative Agent, enforceable in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect,
      affecting the enforcement of creditors' rights in general and except as such
      enforceability may be limited by general principles of equity (whether
      considered in a suit at law or in equity).

     

    (v) No
      Violation.
      The
      execution and delivery of this Trust Agreement by the Administrative Agent,
      the
      performance of the transactions contemplated by this Trust Agreement and the
      fulfillment of the terms hereof applicable to the Administrative Agent will
      not
      conflict with, violate, result in any breach of any of the material terms and
      provisions of, or constitute (with or without notice or lapse of time or both)
      a
      material default under, any Requirement of Law applicable to the Administrative
      Agent or any indenture, contract, agreement, mortgage, deed of trust or other
      instrument to which the Administrative Agent is a party or by which it or any
      of
      its properties are bound.

     

    (vi) No
      Proceedings.
      There
      are no proceedings or investigations pending or threatened against the
      Administrative Agent before any Governmental Authority seeking to prevent the
      consummation of any of the transactions contemplated by this Trust Agreement,
      seeking any determination or ruling that, in the reasonable judgment of the
      Administrative Agent, would materially and adversely affect the performance
      by
      the Administrative Agent of its obligations under this Trust Agreement, or
      seeking any determination or ruling that would materially and adversely affect
      the validity or enforceability of this Trust Agreement.

     


    
      
        
        

      

      
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    (vii) All
      Consents Required.
      All
      approvals, authorizations, consents, orders or other actions of any Person
      or of
      any Governmental Authority required in connection with the execution and
      delivery by the Administrative Agent of this Trust Agreement, the performance
      by
      the Administrative Agent of the transactions contemplated by this Trust
      Agreement and the fulfillment by the Administrative Agent of the terms hereof,
      have been obtained; provided,
      however,
      that
      the Administrative Agent makes no representation or warranty regarding state
      securities or "blue sky" laws in connection with the distribution of the
      Down-MACRO Tradeable Shares.

     

    (viii) Additional
      Registration of Shares.
      The
      Administrative Agent will make commercially reasonable efforts to maintain
      a
      sufficient number of Down-MACRO Tradeable Shares registered pursuant to the
      Securities Act available for the fulfillment of Creation Orders as they are
      received.

     

    (b) MACRO
      Financial, LLC, in its capacity as Marketing Agent hereunder, hereby makes,
      and
      any successor Marketing Agent by its appointment hereunder shall make, on the
      Closing Date (or on the date of any such appointment), the following
      representations, warranties and covenants to the Down-MACRO Tradeable Trust
      (and
      agrees that the Depositor and the Trustee may rely on each such representation,
      warranty and covenant in fulfilling their respective duties
      hereunder):

     

    (i) Organization
      and Good Standing.
      MACRO
      Financial, LLC is a Delaware limited liability company (or with respect to
      any
      successor Marketing Agent, such other corporate entity as may be applicable)
      duly organized, validly existing and in good standing under the laws of the
      State of Delaware, (or with respect to any successor Marketing Agent, the
      applicable jurisdiction of its organization), and has full corporate or other
      power, authority and legal right to execute, deliver and perform its obligations
      under this Trust Agreement and, in all material respects, to own its properties
      and conduct its business as such properties are presently owned and as such
      business is presently conducted.

     

    (ii) Due
      Qualification.
      The
      Marketing Agent is duly qualified to do business and is in good standing as
      a
      foreign corporation (or is exempt from such requirements), and has obtained
      all
      necessary licenses and approvals in each jurisdiction in which failure to so
      qualify or to obtain such licenses and approvals would have a material adverse
      effect on the interests of the Holders of the Down-MACRO Tradeable Shares
      hereunder.

     

    (iii) Due
      Authorization.
      The
      execution, delivery and performance of this Trust Agreement has been duly
      authorized by the Marketing Agent by all necessary corporate or other
      action.

     

    (iv) Binding
      Obligation.
      This
      Trust Agreement constitutes a legal, valid and binding obligation of the
      Marketing Agent, enforceable in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect,
      affecting the enforcement of creditors' rights in general and except as such
      enforceability may be limited by general principles of equity (whether
      considered in a suit at law or in equity).

     


    
      
        
        

      

      
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    (v) No
      Violation.
      The
      execution and delivery of this Trust Agreement by the Marketing Agent, the
      performance of the transactions contemplated by this Trust Agreement and the
      fulfillment of the terms hereof applicable to the Marketing Agent, will not
      conflict with, violate, result in any breach of any of the material terms and
      provisions of, or constitute (with or without notice or lapse of time or both)
      a
      material default under, any Requirement of Law applicable to the Marketing
      Agent
      or any indenture, contract, agreement, mortgage, deed of trust or other
      instrument to which the Marketing Agent is a party or by which it or any of
      its
      properties are bound.

     

    (vi) No
      Proceedings.
      There
      are no proceedings or investigations pending or threatened against the Marketing
      Agent before any Governmental Authority seeking to prevent the consummation
      of
      any of the transactions contemplated by this Trust Agreement, seeking any
      determination or ruling that, in the reasonable judgment of the Marketing Agent,
      would materially and adversely affect the performance by it of its obligations
      under this Trust Agreement, or seeking any determination or ruling that would
      materially and adversely affect the validity or enforceability of this Trust
      Agreement.

     

    (vii) All
      Consents Required.
      All
      approvals, authorizations, consents, orders or other actions of any Person
      or of
      any Governmental Authority required in connection with the execution and
      delivery by the Marketing Agent of this Trust Agreement, the performance by
      the
      Marketing Agent of the transactions contemplated by this Trust Agreement and
      the
      fulfillment by the Marketing Agent of the terms hereof, have been obtained;
      provided,
      however,
      that
      the Marketing Agent makes no representation or warranty regarding state
      securities or "blue sky" laws in connection with the distribution of the
      Down-MACRO Tradeable Shares.

     

            Section
      3.5 Establishment
      of the Securities Account.

     

    (a) The
      Trustee shall establish and maintain in the name of the Trustee, on behalf
      of
      the Down-MACRO Tradeable Trust and for the benefit of the Holders of the
      Down-MACRO Tradeable Shares, an Eligible Deposit Account bearing a designation
      clearly indicating that the Down-MACRO Holding Shares deposited therein are
      held
      for the benefit of the Holders of the Down-MACRO Tradeable Shares (the
      "Securities
      Account"). 

     

    (b) The
      Securities Account shall initially be established with the Trustee. The Trustee
      shall possess all right, title and interest in and to all of the Down-MACRO
      Holding Shares on deposit from time to time in the Securities Account and in
      all
      proceeds thereof for the benefit of the Holders of the Down-MACRO Tradeable
      Shares. 

     

    (c) The
      Securities Account shall be under the sole dominion and control of the Trustee
      for the benefit of the Holders of the Down-MACRO Tradeable Shares. Except as
      expressly provided in this Trust Agreement, each of the Depositor, the
      Administrative Agent and the Trustee agree that it shall have no right of
      set-off or banker's lien against, and no right to otherwise deduct from, any
      assets held in the Securities Account for any amount owed to it by the
      Down-MACRO Tradeable Trust or any Holder of Down-MACRO Tradeable Shares. If
      at
      any time the Securities Account ceases to be an Eligible Deposit Account, the
      Trustee shall within twenty (20) Business Days establish a new account, transfer
      any assets to such new account, and from the date such new account is
      established
      it shall
      be the "Securities Account" for purposes of this Trust Agreement.

     


    
      
        
        

      

      
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    (d) In
      connection with each deposit of Down-MACRO Holding Shares into the Down-MACRO
      Tradeable Trust, whether done as part of a Paired Issuance or otherwise, the
      Trustee shall credit all Down-MACRO Holding Shares delivered to it by the
      Down-MACRO Holding Trustee to the Securities Account on the date on which the
      Down-MACRO Tradeable Trust becomes the beneficial owner of such shares on the
      records of the Depository.

     

    (e) In
      connection with each exchange of Down-MACRO Tradeable Shares for the underlying
      Down-MACRO Holding Shares, whether done as part of a Paired Optional Redemption
      or otherwise, the Trustee shall remove such Down-MACRO Holding Shares from
      the
      Securities Account and debit the Securities Account such Down-MACRO Holding
      Shares in the amount and on the date specified to the Trustee by the
      Administrative Agent. 

     

    (f) In
      connection with the Final Scheduled Termination Date or an Early Termination
      Date, the Trustee shall remove all remaining Down-MACRO Holding Shares from
      the
      Securities Account and deliver such Down-MACRO Holding Shares to the Down-MACRO
      Holding Trustee for cancellation and debit the Securities Account from all
      such
      Down-MACRO Holding Shares.

     

            Section
      3.6 Establishment
      of the Distribution Account.

     

    (a) The
      Trustee shall establish and maintain in the name of the Trustee, on behalf
      of
      the Down-MACRO Tradeable Trust and for the benefit of the Holders of the
      Down-MACRO Tradeable Shares, an Eligible Deposit Account bearing a designation
      clearly indicating that the funds deposited therein are held for the benefit
      of
      the Holders of the Down-MACRO Tradeable Shares (the "Distribution
      Account"). 

     

    (b) The
      Distribution Account shall initially be established with the Trustee. The
      Trustee shall possess all right, title and interest in and to all funds on
      deposit from time to time in the Distribution Account and in all proceeds
      thereof. The Distribution Account shall be under the sole dominion and control
      of the Trustee for the benefit of the Holders of the Down-MACRO Tradeable
      Shares. 

     

    (c) Except
      as
      expressly provided in this Trust Agreement, each of the Depositor, the
      Administrative Agent and the Trustee agree that it shall have no right of
      set-off or banker's lien against, and no right to otherwise deduct from, any
      funds held in the Distribution Account for any amount owed to it by the
      Down-MACRO Tradeable Trust or any Holder of Down-MACRO Tradeable Shares. If,
      at
      any time, the Distribution Account ceases to be an Eligible Deposit Account,
      the
      Trustee shall within twenty (20) Business Days establish a new account, transfer
      any funds on deposit therein to such new account, and from the date such new
      account is established, it shall be the "Distribution Account" for purposes
      of
      this Trust Agreement.

     

    (d) Immediately
      upon receipt thereof, the Trustee shall deposit into the Distribution Account
      any distribution amount received on the Down-MACRO Holding Shares held by the
      Down-MACRO Tradeable Trust and shall distribute such amount, on the same
      Business Day on which such amount is received, to the Holders of the Down-MACRO
      Tradeable Shares, ratably based on the Aggregate Par Amount of Down-MACRO
      Tradeable Shares held by each such Holder. 

     

     


    
      
        
        

      

      
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            Section
      3.7 Establishment
      of the Netting Account.

     

    (a) The
      Trustee shall establish and maintain in the name of the Trustee, on behalf
      of
      the Down-MACRO Tradeable Trust and for the benefit of the Holders of the
      Down-MACRO Tradeable Shares, an Eligible Deposit Account bearing a designation
      that the securities deposited therein are held for the benefit of the Holders
      of
      the Down-MACRO Tradeable Shares (the "Netting
      Account").

     

    (b) The
      Netting Account shall initially be established with the Trustee. The Trustee
      shall possess all right, title and interest in and to all the securities on
      deposit from time to time in the Netting Account. The Netting Account shall
      be
      under the sole dominion and control of the Trustee for the benefit of the
      Holders of the Down-MACRO Tradeable Shares.

     

    (c) On
      the
      Redemption Date, the Issuance Date or the Business Day following the Business
      Day in which an Exchange Order was submitted, on which (i) both a Redemption
      Order in which Tradeable Shares are submitted and an Issuance Order in which
      Tradeable Shares are requested, are to be executed, (ii) both a Redemption
      Order
      in which Tradeable Shares are submitted and an Exchange Order pursuant to
Section
      6.3
      in which
      Down-MACRO Tradeable Shares are requested, are to be executed or (iii) both
      an
      Issuance Order in which Tradeable Shares are requested and an Exchange Order
      pursuant to Section
      6.3
      in which
      Down-MACRO Tradeable Shares are submitted, are to be executed, the Trustee
      shall
      net such Down-MACRO Tradeable Shares to be redeemed and/or exchanged against
      the
      Down-MACRO Tradeable Shares to be issued and/or exchanged as
      follows:

     

    (i) if
      there is a positive difference between the number of shares to be redeemed
      and/or exchanged and the number of shares to be issued and/or exchanged, the
      Trustee shall cancel the number of Down-MACRO Tradeable Shares equal to such
      positive difference and deliver all remaining Down-MACRO Tradeable Shares
      credited to the Netting Account to the Authorized Participants who directed
      the
      issuance or exchange, as applicable, of such shares; or

     

    (ii) if
      there is a positive difference between the number of shares to be issued and/or
      exchanged and the number of shares to be redeemed and/or exchanged, the Trustee
      shall cause the Down-MACRO Tradeable Trust to issue new Down-MACRO Tradeable
      Shares in the amount of such positive difference and deliver such newly-issued
      Down-MACRO Tradeable Shares and all Down-MACRO Tradeable Shares credited to
      the
      Netting Account to the Authorized Participants who directed the issuance of
      such
      shares. 

     

    (iii) No
      Down-MACRO Tradeable Shares shall remain on deposit in the Netting Account
      at
      the end of each Business Day.

     

     

    ARTICLE
      4

     

    CALCULATIONS

     

            Section
      4.1 Calculations
      on Price Determination Days.

     

    (a) With
      respect to each Price Determination Day, the Trustee shall calculate
      and
      provide to the Administrative Agent and the Calculation Agent, within the time
      period agreed upon by the Trustee, the Administrative Agent and the Calculation
      Agent, the following data: (i) the number of Down-MACRO Holding Shares on
      deposit in the Down-MACRO Tradeable Trust on such preceding Business Day; (ii)
      the aggregate amount of Down-MACRO Tradeable Shares Outstanding on such Business
      Day; and (iii) the Per Share Underlying Value of an Down-MACRO Tradeable Share
      on such Business Day.

     


    
      
        
        

      

      
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    For
      purposes of calculating the foregoing amounts on any Business Day, any issuances
      or exchanges of Down-MACRO Tradeable Shares scheduled to settle on such Business
      Day shall be taken into account in making such calculations.

     

    (b) The
      Trustee's calculations pursuant to clause
      (a)
      of this
Section
      4.1
      shall be
      conclusive and binding upon the Holders of the Down-MACRO Tradeable Shares
      and
      all other Persons.

     

            Section
      4.2 Calculation
      of Intraday Indicative Values.

     

    Intraday
      indicative values for the Per Share Underlying Value of the Down-MACRO Tradeable
      Shares based on the intraday trading prices of the Applicable Reference Price
      of
      Crude Oil will be calculated by the Calculation Agent under the Calculation
      Agency Agreement based upon the Applicable Reference Price of Crude Oil and
      the
      data provided to the Calculation Agent by the Trustee pursuant to Section
      4.1
      of this
      Trust Agreement, by the Down-MACRO Holding Trustee pursuant to Section
      4.1
      of the
      Down-MACRO Holding Trust Agreement and by the Up-MACRO Holding Trustee pursuant
      to Section
      4.1
      of the
      Up-MACRO Holding Trust Agreement.

     

     

    ARTICLE
      5

     

    DISTRIBUTIONS
      ON THE DOWN-MACRO TRADEABLE SHARES

     

            Section
      5.1 Rights
      of Holders of the Down-MACRO Tradeable Shares.
      Each
      Down-MACRO Tradeable Share represents an undivided beneficial interest in the
      Down-MACRO Tradeable Trust and the Beneficial Owner thereof is entitled to
      receive distributions on such Down-MACRO Tradeable Share on the dates and in
      the
      amounts specified in Section
      5.2
      from
      assets on deposit in the Down-MACRO Tradeable Trust.

     

            Section
      5.2 Distributions.
      The
      Trustee, on behalf of the Down-MACRO Tradeable Trust, shall make the following
      distributions from amounts on deposit in the Distribution Account:

     

    (a) Quarterly
      Distributions.
      On the
      Distribution Payment Date that follows each Distribution Date, the Trustee
      shall
      distribute to each Person who was a Registered Owner of the Down-MACRO Tradeable
      Shares as of the Record Date that preceded such Distribution Payment Date an
      amount equal to the portion of the Quarterly Distribution received by the
      Down-MACRO Tradeable Trust on the Down-MACRO Holding Shares it holds on deposit,
      in cash, for delivery thereof by the Depository to each Person who was a
      Beneficial Owner of Down-MACRO Tradeable Shares on such Record Date. 

     

    (b) Final
      Distributions.
      On the
      Distribution Payment Date that follows the Final Scheduled Termination Date
      or
      an Early Termination Date, the Trustee shall distribute to each Person who
      was a
      Registered Owner of the Down-MACRO Tradeable Shares as of the Record Date that
      preceded such Distribution Payment Date an amount equal to the portion of the
      Final Distribution received by the Down-MACRO Tradeable Trust on the Down-MACRO
      Holding Shares it holds on deposit, in cash, for delivery thereof by the
      Depository to each Person who was a Beneficial Owner of Down-MACRO Tradeable
      Shares on such Record Date. 

     

     


    
      
        
        

      

      
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            Section
      5.3 Payment
      of Fees and Expenses.
      All
      fees and expenses of the Down-MACRO Tradeable Trust shall be paid by the
      Down-MACRO Holding Trust pursuant to the provisions of Section
      5.3
      and
Section
      5.4
      of the
      Down-MACRO Holding Trust Agreement. The Trustee shall promptly deliver to the
      Down-MACRO Holding Trustee and the Administrative Agent, notice of and any
      documentation relating to any expense incurred by and on behalf of the
      Down-MACRO Tradeable Trust and any fee payable by the Down-MACRO Tradeable
      Trust. 

     

     

    ARTICLE
      6

     

    EXCHANGES
      OF DOWN-MACRO TRADEABLE SHARES

     

            Section
      6.1 Exchanges
      in Connection with Paired Optional Redemptions.

     

    (a) On
      any Price Determination Day occurring after the Closing Date but prior to the
      Final Scheduled Termination Date or an Early Termination Date, any Authorized
      Participant may direct the redemption of Paired Holding Shares by delivering
      a
      Redemption Order to the Administrative Agent and satisfying the conditions
      set
      forth in Section
      6.1
      of the
      Down-MACRO Holding Trust Agreement (such redemption, a "Paired
      Optional Redemption").
      Any
      Authorized Participant who wishes to direct a Paired Optional Redemption
      pursuant to Section
      6.1
      of the
      Down-MACRO Holding Trust Agreement and who holds Down-MACRO Tradeable Shares,
      may direct an exchange and concurrent redemption of its Down-MACRO Tradeable
      Shares for their underlying Down-MACRO Holding Shares pursuant to and in
      accordance with the procedures specified in the Participants Agreement. The
      Authorized Participant directing the Paired Optional Redemption must be the
      Beneficial Owner of the Paired Holding Shares or the Down-MACRO and Up-MACRO
      Tradeable Shares which are being tendered for redemption, as shown on the
      records of the Depository.

     

    (b) Following
      the Redemption Date, the redeeming Authorized Participant must
      transfer
      to the Trustee, not later than the date and time specified in the Participants
      Agreement, the requisite number of Paired Holding Shares or Down-MACRO Tradeable
      Shares and Up-MACRO Tradeable Shares constituting at least one MACRO Unit or
      integral multiples thereof, plus
      the
      applicable Redemption Cash Component, if any, and the transaction fee as
      specified in Section
      6.1(d),
      and
      provide written or electronic evidence of such deposit to the Administrative
      Agent in accordance with the Participants Agreement. 

     

    (c) Pursuant
      to Section
      6.1(c)
      of the
      Down-MACRO Holding Trust Agreement, the Administrative Agent may, in its
      discretion, reject any Redemption Order (i) if the Administrative Agent
      determines that the Redemption Order is not in the required form, (ii) if Paired
      Holding Shares or Down-MACRO and Up-MACRO Tradeable Shares constituting at
      least
      one or more whole MACRO Units are not tendered to the Trustee for redemption,
      (iii) if the Depositor has determined, based upon an opinion of counsel, and
      advised the Trustee, that such Redemption Order would have adverse tax or
      securities laws consequences for either of the Paired Holding Trusts, the
      Down-MACRO Tradeable Trust or Up-MACRO Tradeable Trust, the Holders of the
      Paired Holding Shares or the Holders of the Down-MACRO Tradeable Shares or
      Up-MACRO Tradeable Shares, (iv) if the acceptance or receipt of the Redemption
      Order would, in the opinion of counsel to the Depositor acceptable to the
      Trustee, be unlawful, (v) if any such redemption would cause the Down-MACRO
      Tradeable Trust to hold fifty percent or less of the Outstanding Down-MACRO
      Holding Shares, (vi) if circumstances outside the control of the Trustee, the
      Depositor or the Administrative Agent make it impractical or not feasible to
      process the Redemption Order on the Redemption Order Date or the Redemption
      Date, or (vii) if the Up-MACRO Holding Trustee has notified the Trustee that
      it
      has rejected the related Redemption Order or the related Exchange Order
      delivered under the Up-MACRO Holding Trust Agreement for one of the reasons
      described in Section
      6.1(c)
      of the
      Up-MACRO Holding Trust Agreement. None of the Trustee, the Depositor or the
      Administrative Agent shall be liable to any Person for rejecting a Redemption
      Order pursuant to Section
      6.1(c)
      of the
      Down-MACRO and/or Up-MACRO Holding Trust Agreement.

     

     


    
      
        
        

      

      
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    (d) A
      non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee
      for its own account in the amount specified in Section
      7
      of the
      Participants Agreement in connection with each Redemption Order. 

     

    (e) On
      any
      Distribution Date that is an Early Termination Date, or the Final Scheduled
      Termination Date, the Trustee shall redeem all of the Down-MACRO Tradeable
      Shares that are Outstanding on such Distribution Date at their Per Share
      Underlying Value, as calculated on the immediately preceding Price Determination
      Day, using the funds received on such date from the Down-MACRO Holding Trustee
      pursuant to the terms of the Down-MACRO Holding Trust Agreement. 

     

            Section
      6.2 Paired
      Issuances.

     

    (a) On
      any Price Determination Day that occurs after the Closing Date but prior to
      the
      Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO
      Holding Trust shall issue additional Down-MACRO Holding Shares
      contemporaneously
      with
      the issuance of additional Up-MACRO Holding Shares in the form of MACRO Units
      (such an issuance, a "Paired
      Issuance")
      and,
      if applicable, concurrently exchange such MACRO Units to their related Tradeable
      Shares following the receipt of, and in accordance with, a Creation Order
      delivered by an Authorized Participant and forwarded to the Trustee by the
      Administrative Agent. Any Authorized Participant who directs a Paired Issuance
      pursuant to Section
      6.2
      of the
      Down-MACRO Holding Trust Agreement shall be deemed (unless it has specifically
      directed that Paired Holding Shares be delivered to it) to direct the deposit
      of
      the Paired Holding Shares created in such Paired Issuance into the Down-MACRO
      Tradeable Trust and the issuance in exchange therefor of Down-MACRO Tradeable
      Shares which shall be delivered to the Authorized Participant pursuant to and
      in
      accordance with the procedures specified in the Participants
      Agreement. 

     

    (b) Subject
      to the requirements and limitations set forth herein, in the Participants
      Agreement and in the Down-MACRO Holding Trust Agreement, the number of
      Down-MACRO Tradeable Shares that the Down-MACRO Tradeable Trust may issue is
      unlimited. 

     

    (c) Pursuant
      to Section
      6.2(c)
      of the
      Down-MACRO Holding Trust Agreement, the Administrative Agent may, in its
      discretion, reject any Creation Order (i) if the Administrative Agent determines
      that the Creation Order is not in the required form, (ii) if the Trustee
      notifies the Administrative Agent that the Authorized Participant directing
      the
      Paired Issuance has not deposited sufficient funds with the Trustee, (iii)
      if
      the Depositor determines, based upon an opinion of counsel, that such Creation
      Order would have adverse tax or securities law consequences for either of the
      Paired Holding Trusts, the Down-MACRO Tradeable Trust or Up-MACRO Tradeable
      Trust, the Holders of the Paired Holding Shares or the Holders of the Down-MACRO
      Tradeable Shares or Down MACRO Tradeable Shares, (iv) the acceptance or
      fulfillment of which would, in the opinion of counsel to the Depositor
      acceptable to the Trustee, be unlawful, (v) if any such creation would cause
      the
      Down-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding
      Down-MACRO Holding Shares (vi) if the Up-MACRO Holding Trustee notifies the
      Trustee that the Creation Order for additional Up-MACRO Holding Shares has
      been
      or will be rejected by it, by the Administrative Agent on behalf of the Up-MACRO
      Holding Trust, (vii) if circumstances outside the control of the Trustee, the
      Depositor or the Administrative Agent make it impractical or not feasible to
      process the Creation Order on the Issuance Order Date or on the Issuance Date,
      or (viii) if there are not sufficient Up-MACRO Tradeable Shares registered
      pursuant to the Securities Act to fulfill such Creation Order. None of the
      Trustee, the Depositor or the Administrative Agent shall be liable to any Person
      by reason of the rejection of any Creation Order.

     


    
      
        
        

      

      
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    (d) A
      non-refundable transaction fee will be payable to the Down-MACRO Holding Trustee
      for its own account in the amount specified in Section
      7
      of the
      Participants Agreement in connection with each Creation Order. 

     

            Section
      6.3 Exchanges
      of Down-MACRO Tradeable Shares Other than in Paired Optional Redemptions or
      Paired Issuances.

     

    (a) On
      any Business Day, an Authorized Participant may submit an Exchange Order to
      the
      Administrative Agent requesting an exchange of its Down-MACRO Tradeable Shares
      for the underlying Down-MACRO Holding Shares, and the Administrative Agent,
      upon
      processing such Exchange Order, shall provide the Trustee with the requisite
      information needed in order to effectuate such order. The Administrative Agent
      shall provide such information at the times set forth in Attachment
      A-III
      to the
      Participants Agreement. The Trustee and the Administrative Agent, in
      effectuating each Exchange Order, shall follow the procedures set forth herein
      and in Attachment
      A-III
      to the
      Participants Agreement.

     

    (b) The
      Administrative Agent will accept Exchange Orders only from Authorized
      Participants with respect to which the Participants Agreement is in full force
      and effect. 

     

    (c) After
      receiving an Authorized Participant's Exchange Order from the Administrative
      Agent, the Trustee will, as directed in such Exchange Order, either (i) withdraw
      Down-MACRO Holding Shares in an equal number to the Down-MACRO Tradeable Shares
      delivered by such Authorized Participant from the Securities Account and deliver
      those Down-MACRO Holding Shares to the Authorized Participant or (ii) deposit
      the Down-MACRO Holding Shares delivered by such Authorized Participant into
      the
      Down-MACRO Tradeable Trust and cause the Down-MACRO Tradeable Trust to deliver
      to such Authorized Participant Down-MACRO Tradeable Shares on deposit in the
      Netting Account on the applicable day of settlement, if any, and, if the
      Down-MACRO Tradeable Shares on deposit in the Netting Account are insufficient
      to satisfy such Exchange Order, to issue one Down-MACRO Tradeable Share for
      each
      Down-MACRO Holding Share delivered by it, in each case, in accordance with,
      and
      subject to the satisfaction of, the terms and conditions set forth in the
      Participants Agreement. 

     

    (d) Any
      Exchange Order is subject to suspension or delay by the Administrative Agent
      pursuant to Section
      6.1(c),
      Section
      6.2(c)
      or
Section
      6.4,
      as
      applicable.

     

            Section
      6.4 Suspension
      or Delay of Settlement.

     

    (a) The
      Administrative Agent may, in its discretion,
      and will when so directed by the Depositor, suspend the right of exchange for
      the Down-MACRO Tradeable Shares, or postpone the
      date
      of settlement for any such exchange, 

     

    (i) for
      any period during which the AMEX or NYMEX is closed, or trading is suspended
      or
      restricted; 

     


    
      
        
        

      

      
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    (ii) for
      any
      period during which an emergency exists as a result of which delivery or
      acquisition of Eligible Treasuries by the Paired Holding Trusts is not
      reasonably practicable; 

     

    (iii) if
      any
      such redemption would cause the Down-MACRO or Up-MACRO Investment Amount to
      equal less than 10 million dollars; and

     

    (iv) for
      such
      other period as the Depositor, the Trustee or the Administrative Agent
      determines to be necessary for the protection of the Beneficial Owners of any
      of
      the Paired Holding Shares, the Down-MACRO Tradeable Shares or the Up-MACRO
      Tradeable Shares. 

     

    None
      of
      the Depositor, the Trustee or the Administrative Agent will be liable to any
      Person for any loss or damages that may result from any such suspension or
      postponement. 

     

            Section
      6.5 The
      Participants Agreement.

     

    (a) Each
      Paired Optional Redemption, each Paired Issuance and each Exchange Order shall
      be effected in accordance with the procedures set forth in Attachment
      A
      to the
      Participants Agreement, which may be amended from time to time with the written
      consent of the Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Holding
      Trustee, the Up-MACRO Tradeable Trustee and the Administrative Agent in
      accordance with the provisions thereof. 

     

    (b) The
      Trustee and the Administrative Agent shall only process Redemption Orders,
      Creation Orders and Exchange Orders from Authorized Participants who have
      executed a Participants Agreement that is in full force and effect at the time
      when the Redemption Order, the Creation Order or the Exchange Order is placed.
      The Administrative Agent will maintain and make available at its Business Office
      during normal business hours a current list of the Authorized Participants
      eligible to participate in a Paired Issuance.

     

    (c) In
      the
      event that the provisions of this Trust Agreement and the Participants Agreement
      conflict in any way, the provisions of the Participants Agreement will prevail
      insofar as they relate to the requirements and procedures for directing and
      effecting Paired Optional Redemptions, Paired Issuances and Exchange
      Orders.

     

    ARTICLE
      7

     

    [RESERVED]. 

     

    ARTICLE
      8

     

    REPORTING
      TO HOLDERS OF THE DOWN-MACRO TRADEABLE SHARES

     

            Section
      8.1 Calculations
      for the Down-MACRO Tradeable Shares.

     

    (a) On
      each Price Determination Day, the Trustee shall calculate and provide to the
      Administrative Agent for posting on the MACROshares Website, within
      the time period agreed upon between the Administrative Agent and the Trustee,
      the Per Share Underlying Value of an Down-MACRO Tradeable Share and the number
      of Down-MACRO Holding Shares on deposit in the Down-MACRO Tradeable
      Trust.

     


    
      
        
        

      

      
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    (b) Not
      later
      than the 10 Business Days following each calendar quarter, the Trustee shall
      calculate and provide to the Depositor for inclusion in the quarterly report
      on
      Form 10-Q that the Depositor will prepare and file with the SEC on behalf of
      the
      Down-MACRO Holding Trust the following information: 

     

    (i) a
      record of the aggregate exchanges of Down-MACRO Tradeable Shares for the
      underlying Down-MACRO Holding Shares in connection with Paired Optional
      Redemptions or otherwise and the aggregate number of Down-MACRO Holding Shares
      deposited into the Down-MACRO Tradeable Trust in connection with Paired
      Issuances or otherwise; and

     

    (ii) the
      aggregate number of Down-MACRO Tradeable Shares Outstanding as of the date
      of
      the applicable report.

     

    (c) The
      Administrative
      Agent shall post all of the information calculated and provided to them by
      the
      Trustee pursuant to clause
      (a)
      of this
Section
      8.1
      on the
      MACROshares Website on each Price Determination Day. 

     

            Section
      8.2 Periodic
      Reports.

     

    (a) After
      the
      end of each fiscal year, the Depositor shall prepare an annual report on Form
      10-K for the Down-MACRO Tradeable Trust containing financial statements prepared
      by the Depositor and audited by Independent accountants engaged by the
      Depositor. The annual report shall contain such information as shall be required
      by applicable laws, rules and regulations and may contain such additional
      information as the Depositor or the Administrative Agent determines shall be
      included. The Depositor shall file such annual report with the SEC in such
      manner as shall be required by applicable laws, rules and
      regulations.

     

    (b) After
      the
      end of each calendar quarter, the Depositor shall prepare a quarterly report
      on
      Form 10-Q for the Down-MACRO Tradeable Trust containing unaudited financial
      statements prepared by the Depositor. The quarterly report shall be in such
      form
      and contain such information as shall be required by applicable laws, rules
      and
      regulations and may contain such information as the Depositor determines shall
      be included. The Depositor shall file such quarterly report with the SEC in
      such
      manner as shall be required by applicable laws, rules and
      regulations.

     

    (c) Reports
      on Form 10-Q and Form 10-K pursuant to this Section
      8.2
      shall be
      made in accordance with the instructions set forth in such Form 10-Q or Form
      10‐K,
      as
      applicable.

     

            Section
      8.3 Form
      8-K Disclosure.
      Within
      four Business Days (or such shorter period as required under the general
      instructions to Form 8-K), the Depositor shall file a Form 8-K with the SEC
      disclosing:

     

    (a) the
      occurrence of a Trustee Termination Event;

     

    (b) the
      appointment of a Successor Trustee;

     

    (c) the
      resignation of the Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Holding
      Trustee, the Administrative Agent, the
      Marketing Agent or the Calculation Agent under the Calculation Agency
      Agreement;

     


    
      
        
        

      

      
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    (d) the
      appointment of a successor trustee for the Down-MACRO Holding Trust and/or
      the
      Up-MACRO Holding Trust, a successor Administrative Agent, any successor
      Marketing Agent or a successor Calculation Agent under the Calculation Agency
      Agreement;

     

    (e) the
      occurrence of a Termination Trigger;

     

    (f) an
      amendment to this Trust Agreement, the Down-MACRO Holding Trust Agreement,
      the
      Up-MACRO Holding Trust Agreement, the Participants Agreement or any other
      Transaction Document; 

     

    (g) at
      the
      sole discretion of the Depositor, a change to the list of Authorized
      Participants set forth on Schedule
      I
      to the
      Participants Agreement; and

     

    (h) any
      other
      event that would be material to the Holders of the Down-MACRO Tradeable Shares
      and which is, accordingly, required to be disclosed by means of the filing
      of a
      Form 8-K.

     

            Section
      8.4 Listing
      of the Down-MACRO Tradeable Shares.
      The
      Depositor shall use its best efforts to obtain and maintain the listing of
      the
      Down-MACRO Tradeable Shares on a national stock exchange. Within three (3)
      Business Days following receipt of notice of any actual, proposed or
      contemplated de-listing of the Down-MACRO Tradeable Shares by any such stock
      exchange, the Depositor shall terminate the listing on such stock
      exchange.

     

            Section
      8.5 Disclosure
      Controls and Procedures.
      The
      Depositor shall establish and maintain disclosure controls and procedures (as
      defined in Rule 13a-14 and 15d-14 under the Exchange Act, giving effect to
      the
      rules and regulations and SEC interpretations (whether or not public)
      thereunder) that shall be designed to ensure that (i) material information
      relating to the Down-MACRO Tradeable Trust is made known to the Depositor,
      (ii)
      such disclosure controls and procedures are effective to perform the functions
      for which they were established; (iii) the Depositor will be advised, on behalf
      of the Down-MACRO Tradeable Trust, of: (A) any significant deficiencies in
      the
      design or operation of such controls which could adversely affect the Trust
      Accounting Agent's or the Depositor's ability to record, process, summarize,
      and
      report financial data; and (B) any fraud, whether or not material, that involves
      management or other employees who have a role in the Trust Accounting Agent's
      or
      the Depositor's internal controls; and (iv) any material weaknesses in such
      controls are able to be identified for the Down-MACRO Tradeable Trust's
      auditors.

     

            Section
      8.6 Trust
      Accounting Agent Responsibilities.
      The
      Trustee, in its capacity as the Fund Accounting Agent, shall maintain a system
      of internal accounting controls sufficient to provide reasonable assurance
      that
      (i) transactions are executed in accordance with this Trust Agreement and the
      Trustee's duties hereunder; (ii) transactions with respect to the Down-MACRO
      Tradeable Trust and notified to the Trustee are recorded as necessary to permit
      preparation of financial statements and to maintain accountability for the
      Trust
      Assets; and (iii) the Trust Assets are held for the Down-MACRO Tradeable Trust
      by the Trustee in accordance with this Trust Agreement.

     

    
       


      
        
          
          

        

        
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    ARTICLE
      9

     

    OTHER
      MATTERS RELATING TO THE DEPOSITOR

     

            Section
      9.1 Liability
      of the Depositor.
      The Depositor shall be liable in all respects for the obligations, covenants,
      representations and warranties of the Depositor arising under or related to
      this
      Trust Agreement. The Depositor shall be liable only to the extent of the
      obligations specifically undertaken by it in its capacity as
      Depositor.

     

            Section
      9.2 Limitations
      on Liability of the Depositor,
      MacroMarkets LLC and MACRO Financial LLC.
      None of
      the Depositor, MacroMarkets LLC, MACRO Financial, LLC or any of their respective
      directors, officers, employees or agents acting in such capacities shall be
      under any liability to the Down-MACRO Tradeable Trust, the Trustee, the Holders
      of the Down-MACRO Tradeable Shares or any other Person for taking any action
      or
      for refraining from taking any action in good faith in their capacities as
      Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant
      to
      this Trust Agreement; provided,
      however,
      that
      this provision shall not protect the Depositor, MacroMarkets LLC, MACRO
      Financial, LLC or any of their respective directors, officers, employees or
      agents against any liability which would otherwise be imposed by reason of
      willful misfeasance, bad faith or gross negligence in the performance of its
      duties or by reason of reckless disregard of its obligations and duties
      hereunder. The Depositor, MacroMarkets LLC, MACRO Financial, LLC and each of
      their respective directors, officers, employees and agents may rely in good
      faith on any document of any kind prima facie properly executed and submitted
      by
      any Person (other than, in the case of the Depositor, the Depositor, in the
      case
      of MacroMarkets LLC, MacroMarkets LLC and, in the case of MACRO Financial,
      LLC,
      MACRO Financial, LLC) respecting any matters arising hereunder.

     

            Section
      9.3 Liabilities;
      Indemnification.

     

    (a) Notwithstanding
      the other provisions of this Trust Agreement, the Depositor,
      by entering into this Trust Agreement, agrees to be liable, directly to the
      injured party, for the entire amount of any losses, claims, damages or
      liabilities (other than those incurred by a Holder as a result of market
      fluctuations or other similar market or investment risks associated with
      ownership of the Down-MACRO Tradeable Shares) arising out of or based on the
      arrangement created by this Trust Agreement or the actions of the Depositor
      taken pursuant hereto or arising from any allegation of infringement of the
      intellectual property rights of third parties (to the extent that, if the Trust
      Assets at the time the claim is made were not used to pay in full all
      Outstanding Down-MACRO Tradeable Shares, the Trust Assets would be used to
      pay
      any such losses, claims, damages or liabilities). 

     

    (b) The
      Depositor shall indemnify and hold harmless the Trustee and its officers,
      directors, employees and agents from and against any loss, liability, expense,
      damage or injury (collectively, a "Loss")
      suffered or sustained by reason of the acts performed or omitted by the Trustee
      pursuant to this Trust Agreement, including any judgment, award, settlement,
      reasonable attorneys' fees and other costs or expenses incurred in connection
      with the defense of any action, proceeding or claim including, without
      limitation, any action, proceeding or claim relating to or arising from any
      alleged infringement of intellectual property rights of third parties;
provided,
      however,
      that
      the Depositor's duty to indemnify under this Section
      9.3(b)
      shall
      not extend to any Losses (i) for which the Trustee has a right to
      indemnification under any other provision of this Trust Agreement, or (ii)
      that
      are caused by or result from the breach of contract by, or the fraud, negligence
      or willful misconduct of, the Trustee or its officers, directors, employees
      or
      agents.

    
       


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

    

     

    (c) The
      Depositor and its members, managers, officers, employees, affiliates (as such
      term is defined in Regulation S-X of the Securities Act) and subsidiaries (each,
      a "Depositor
      Indemnified Party")
      shall
      be indemnified by the Down-MACRO Tradeable Trust and held harmless against
      any
      loss, liability or expense incurred hereunder without (1) gross negligence,
      bad
      faith, willful misconduct or willful malfeasance on the part of such Depositor
      Indemnified Party arising out of or in connection with the performance of its
      obligations hereunder or any actions taken in accordance with the provisions
      of
      this Trust Agreement or (2) reckless disregard on the part of such Depositor
      Indemnified Party of its obligations and duties under this Trust Agreement.
      Each
      Depositor Indemnified Party shall also be indemnified by the Down-MACRO
      Tradeable Trust and held harmless against any loss, liability or expense arising
      under the Participants Agreement insofar as such loss, liability or expense
      arises from any untrue statement or alleged untrue statement of a material
      fact
      contained in any written statement provided to the Depositor by any of the
      Calculation Agent, the Administrative Agent and the Trustee. Such indemnity
      shall include payment from the Down-MACRO Tradeable Trust of the costs and
      expenses incurred by such Depositor Indemnified Party in defending itself
      against any such indemnified claim or liability.


    (d) Any
      obligation owed by the Down-MACRO Tradeable Trust pursuant to this Section
      9.3
      shall be
      paid by the Down-MACRO Holding Trust in accordance with the provisions of
Section
      5.3
      of the
      Down-MACRO Holding Trust Agreement.

     

     

    ARTICLE
      10

     

    MATTERS
      RELATING TO THE

    ADMINISTRATIVE
      AGENT
      AND THE
      MARKETING AGENT

     

            Section
      10.1 Role
      of the Administrative Agent.
      The
      Administrative Agent hereby acknowledges and accepts its role pursuant to its
      duties set forth in this Trust Agreement.

     

            Section
      10.2 Liability
      of the Administrative Agent.
      The Administrative Agent shall be liable under this Trust Agreement only to
      the
      extent of the obligations specifically undertaken hereunder by the
      Administrative Agent in its capacity as Administrative Agent.

     

            Section
      10.3 Limitation
      on Liability of the Administrative Agent.  Neither
      the Administrative Agent nor any of the directors, officers, employees or agents
      of the Administrative Agent shall be under any liability to the Down-MACRO
      Tradeable Trust, the Trustee, the Holders of the Down-MACRO Tradeable Shares
      or
      any other Person for any action taken or for refraining from taking any action
      in good faith in its capacity as Administrative Agent pursuant to this Trust
      Agreement; provided,
      however,
      that
      this provision shall not protect the Administrative Agent or any director,
      officer, employee or agent of the Administrative Agent against any liability
      which would otherwise be imposed by reason of willful misfeasance, bad faith
      or
      gross negligence in the performance of its duties or by reason of reckless
      disregard of its obligations and duties hereunder. The Administrative Agent
      and
      any director, officer, employee or agent of the Administrative Agent may rely
      in
      good faith on any document properly executed and delivered under this Trust
      Agreement by the Depositor, the Trustee, the Up-MACRO Holding Trustee, the
      Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee or any Authorized
      Participant respecting any matters arising hereunder. The Administrative Agent
      shall not be under any obligation to appear in, prosecute or defend any legal
      action which is not incidental to its duties as Administrative Agent in
      accordance with this Trust Agreement and which in its reasonable judgment may
      involve it in any expense or liability unless the Administrative Agent has
      obtained an indemnity from the Holders of the Down-MACRO Tradeable Shares
      sufficient to hold it harmless from such liability. The Administrative Agent
      may, in its sole discretion, undertake any such legal action which it may deem
      necessary or desirable for the benefit and interests of the Holders of the
      Down-MACRO Tradeable Shares and the rights and duties of the parties
      hereto.

     

     


    
      
        
        

      

      
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            Section
      10.4 Administrative
      Agent Indemnification of the Down-MACRO Tradeable Trust and the
      Trustee.
      The
      Administrative Agent shall indemnify and hold harmless the Down-MACRO Tradeable
      Trust, the Depositor and the Trustee and their respective officers, directors,
      employees and agents (each, an "Administrative
      Agent Indemnified Party")
      from
      and against any loss, liability, expense, damage or injury suffered or sustained
      by reason of any acts or omissions of the Administrative Agent under this Trust
      Agreement, including any judgment, award, settlement, reasonable attorneys'
      fees
      and other costs or expenses incurred in connection with the defense of any
      action, proceeding or claim; provided,
      however,
      that
      the Administrative Agent shall not indemnify the Trustee if such acts or
      omissions, or alleged acts or omissions, constitute or are caused by fraud,
      negligence, or willful misconduct of the Trustee; provided,
      further
      that the
      Administrative Agent shall not indemnify the Depositor if such acts or
      omissions, or alleged acts or omissions, constitute or are caused by fraud,
      gross negligence, or willful misconduct of the Depositor; provided,
      further,
      that
      the Administrative Agent shall not indemnify the Down-MACRO Tradeable Trust
      or
      the Holders of the Down-MACRO Tradeable Shares for any liabilities, costs or
      expenses of the Down-MACRO Tradeable Trust with respect to any action taken
      by
      the Trustee at the request of the Holders of the Down-MACRO Tradeable Shares;
      provided,
      further,
      that
      the Administrative Agent shall not indemnify the Down-MACRO Tradeable Trust
      or
      the Holders of the Down-MACRO Tradeable Shares as to any losses, claims or
      damages incurred by any of them in their capacities as investors, including,
      without limitation, losses with respect to market or investment risks associated
      with ownership of the Down-MACRO Tradeable Shares; and provided,
      further,
      that
      the Administrative Agent shall not indemnify the Down-MACRO Tradeable Trust
      or
      the Holders of the Down-MACRO Tradeable Shares for any liabilities, costs or
      expenses of the Down-MACRO Tradeable Trust or the Holders of the Down-MACRO
      Tradeable Shares arising under any tax law, including any federal, state, local
      or foreign income or franchise taxes or any other tax imposed on or measured
      by
      income (or any interest or penalties with respect thereto or arising from a
      failure to comply therewith) required to be paid by the Down-MACRO Tradeable
      Trust or the Holders of the Down-MACRO Tradeable Shares in connection herewith
      to any taxing authority. Indemnification pursuant to this Section
      10.4
      shall
      not be payable from the Trust Assets. The provisions of this indemnity shall
      run
      directly to and be enforceable by an Administrative Agent Indemnified Party,
      subject to the limitations hereof. The obligations of the Administrative Agent
      under this Section
      10.4
      shall
      survive the termination of the Down-MACRO Tradeable Trust and the resignation
      or
      removal of the Administrative Agent or the resignation or removal of any of
      the
      entities which constitute Administrative Agent Indemnified Parties at the time
      of the execution of this Trust Agreement and the appointment of successors
      thereto.

     

            Section
      10.5 Delegation
      of Duties.
      In the ordinary course of business, the Administrative Agent may at any time
      delegate any duties hereunder to any Person who agrees to conduct such duties
      in
      accordance with this Trust Agreement. Any such delegations shall not relieve
      the
      Administrative Agent of its liability and responsibility with respect to such
      duties and shall not constitute a resignation, and the Administrative Agent
      will
      remain jointly and severally liable with such Person for any amounts which
      would
      otherwise be payable pursuant to this ARTICLE
      10
      as if
      the Administrative Agent had performed such duty; provided,
      however,
      that in
      the case of any significant delegation to a Person other than an Affiliate
      of
      the Administrative Agent, (1) at least thirty (30) days' prior written notice
      shall be given to the Trustee and the Depositor of such delegation to any entity
      that is not an Affiliate of the Administrative Agent and (2) the prior written
      consent of the Depositor must be obtained. Notwithstanding anything herein
      to
      the contrary, the Administrative Agent shall not assign any of its duties and
      responsibilities hereunder, provided,
      that
      the Administrative Agent shall be entitled to assign or pledge its right to
      receive the Down-MACRO Administration and Marketing Fee hereunder to any third
      party. 

     

     


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


            Section
      10.6 Resignation
      or Removal of Administrative Agent.

     

    (a) An
      Administrative Agent appointed to office shall hold office until its successor
      shall have been appointed by the Holders in accordance with this Trust Agreement
      or until its termination, removal or resignation.

     

    (b) Subject
      to the provisions of this Section
      10.6,
      the
      Administrative Agent may be appointed, removed or replaced with or without
      cause
      at any time by the Depositor, upon written notice; provided,
      however,
      that
      the Administrative Agent shall not be removed in accordance with this
Section
      10.6
      until a
      successor administrative agent possessing the qualifications to act as
      Administrative Agent and willing and able to make the representations contained
      in Section
      3.4
      (a
      "Successor
      Administrative Agent")
      has
      been appointed by the Depositor and has accepted such appointment by written
      instrument executed by such Successor Administrative Agent and delivered to
      the
      Depositor.

     

    (c) Any
      Administrative Agent may resign hereunder by an instrument in writing signed
      by
      the Administrative Agent and delivered to the Depositor, the Trustee and each
      Registered Owner, which shall become effective on the date specified in such
      instrument; provided,
      however,
      that no
      such resignation of a Administrative Agent shall become effective:

     

    (i) until
      a Successor Administrative Agent has been appointed and has accepted such
      appointment by instrument executed by such Successor Administrative Agent and
      delivered to the Down-MACRO Tradeable Trust, the Depositor and the resigning
      Administrative Agent; or

     

    (ii) until
      the assets of the Down-MACRO Tradeable Trust have been completely liquidated
      and
      the proceeds thereof distributed to the Holders.

     

    If
      no
      Successor Administrative Agent shall have been appointed and accepted such
      appointment within thirty (30) days after delivery to the Depositor and the
      Down-MACRO Tradeable Trust of an instrument of resignation, the resigning
      Administrative Agent may petition at the expense of the Down-MACRO Tradeable
      Trust any court of competent jurisdiction for appointment of a Successor
      Administrative Agent. Such court may thereupon, after prescribing such notice,
      if any, as it may deem proper, appoint a Successor Administrative
      Agent.

     

    (d) No
      Administrative Agent shall be liable for anything that occurs after it has
      ceased to act in such capacity, including, without limitation, the acts or
      omissions to act of any Successor Administrative Agent

     

            Section
      10.7 Role
      of the Marketing Agent .
      The
      Marketing Agent hereby acknowledges and accepts its role pursuant to its duties
      set forth in Exhibit
      G
      to the
      Down-MACRO Holding Trust Agreement.

     

    
      
        
        

      

      
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            Section
      10.8 Liability
      of the Marketing Agent.
      The Marketing Agent shall be liable under this Trust Agreement only to the
      extent of the obligations specifically undertaken hereunder by it in its
      capacity as Marketing Agent.

     

            Section
      10.9 Limitation
      on Liability of the Marketing Agent.
      Neither
      the Marketing Agent nor any of its directors, officers, employees or agents
      shall be under any liability to the Down-MACRO Tradeable Trust, the Trustee,
      the
      Administrative Agent, the Holders of the Down-MACRO Tradeable Shares or any
      other Person for any action taken or for refraining from taking any action
      in
      good faith in its capacity as Marketing Agent pursuant to this Trust Agreement;
      provided,
      however,
      that
      this provision shall not protect the Marketing Agent or its directors, officers,
      employees or agents against any liability which would otherwise be imposed
      by
      reason of willful misfeasance, bad faith or gross negligence in the performance
      of its duties or by reason of reckless disregard of its obligations and duties
      hereunder. The Marketing Agent and its directors, officers, employees or agents
      may rely in good faith on any document properly executed and delivered under
      this Trust Agreement by the Depositor, the Trustee, the Administrative Agent,
      the Up-MACRO Holding Trustee, the Down-MACRO Holding Trustee, the Up-MACRO
      Tradeable Trustee or any Authorized Participant respecting any matters arising
      hereunder. The Marketing Agent shall be under no obligation to appear in,
      prosecute or defend any legal action which is not incidental to its duties
      as
      Marketing Agent in accordance with this Trust Agreement and which in its
      reasonable judgment may involve it in any expense or liability unless the
      Marketing Agent has obtained an indemnity from the Holders of the Down-MACRO
      Tradeable Shares sufficient to hold it harmless from such liability.



            Section
      10.10 Marketing
      Agent Indemnification of the Down-MACRO Tradeable Trust and the
      Trustee.
      The Marketing Agent shall indemnify and hold harmless the Down-MACRO Tradeable
      Trust, the Depositor and the Trustee and their respective officers, directors,
      employees and agents (each, a "Marketing
      Agent Indemnified Party")
      from
      and against any loss, liability, expense, damage or injury suffered or sustained
      by reason of any acts or omissions of the Marketing Agent under this Trust
      Agreement, including any judgment, award, settlement, reasonable attorneys'
      fees
      and other costs or expenses incurred in connection with the defense of any
      action, proceeding or claim; provided,
      however,
      that
      the Marketing Agent shall not indemnify the Trustee if such acts or omissions,
      or alleged acts or omissions, constitute or are caused by fraud, negligence,
      or
      willful misconduct of the Trustee; provided,
      further,
      that
      the Marketing Agent shall not indemnify the Depositor if such acts or omissions,
      or alleged acts or omissions, constitute or are caused by fraud, gross
      negligence, or willful misconduct of the Depositor; provided,
      further,
      that
      the Marketing Agent shall not indemnify the Down-MACRO Tradeable Trust or the
      Holders of the Down-MACRO Tradeable Shares for any liabilities, costs or
      expenses of the Down-MACRO Tradeable Trust with respect to any action taken
      by
      the Trustee at the request of the Holders of the Down-MACRO Tradeable Shares;
      provided,
      further,
      that
      the Marketing Agent shall not indemnify the Down-MACRO Tradeable Trust or the
      Holders of the Down-MACRO Tradeable Shares as to any losses, claims or damages
      incurred by any of them in their capacities as investors, including, without
      limitation, losses with respect to market or investment risks associated with
      ownership of the Down-MACRO Tradeable Shares; and provided,
      further,
      that
      the Marketing Agent shall not indemnify the Down-MACRO Tradeable Trust or the
      Holders of the Down-MACRO Tradeable Shares for any liabilities, costs or
      expenses of the Down-MACRO Tradeable Trust or the Holders of the Down-MACRO
      Tradeable Shares arising under any tax law, including any federal, state, local
      or foreign income or franchise taxes or any other tax imposed on or measured
      by
      income (or any interest or penalties with respect thereto or arising from a
      failure to comply therewith) required to be paid by the Down-MACRO Tradeable
      Trust or the Holders of the Down-MACRO Tradeable Shares in connection herewith
      to any taxing authority. Indemnification pursuant to this Section
      10.10
      shall
      not be payable from the Trust Assets. The provisions of this indemnity shall
      run
      directly to and be enforceable by a Marketing Agent Indemnified Party, subject
      to the limitations hereof. The obligations of the Marketing Agent under this
      Section
      10.10
      shall
      survive the termination of the Down-MACRO Tradeable Trust and the resignation
      or
      removal of the Marketing Agent or the resignation or removal of any of the
      entities which constitute Marketing Agent Indemnified Parties at the time of
      the
      execution of this Trust Agreement and the appointment of successors
      thereto.

    
       

       


      
        
          
          

        

        
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            Section
      10.11 Delegation
      of Duties.
      In the ordinary course of business, Marketing Agent may at any time delegate
      any
      duties hereunder to any Person who agrees to conduct such duties in accordance
      with this Trust Agreement. Any such delegations shall not relieve the Marketing
      Agent of its liability and responsibility with respect to such duties and shall
      not constitute a resignation, and the Marketing Agent will remain jointly and
      severally liable with such Person for any amounts which would otherwise be
      payable pursuant to this ARTICLE
      10
      as if
      the Marketing Agent had performed such duty; provided,
      however,
      that in
      the case of any significant delegation to a Person other than an Affiliate
      of
      the Marketing Agent, (1) at least thirty (30) days' prior written notice shall
      be given to the Trustee and the Depositor of such delegation to any entity
      that
      is not an Affiliate of the Marketing Agent and (2) the prior written consent
      of
      the Depositor must be obtained. 

     

    ARTICLE
      11

     

    EARLY
      TERMINATION

     

            Section
      11.1 Termination
      Triggers.

     

    (a) The
      Down-MACRO Tradeable Trust shall terminate if any one of the following
      events (each, a "Termination
      Trigger")
      occurs:

     

    (i) any
      of the following circumstances persists for five (5) consecutive Business Days:
      (i) the Applicable Reference Price of Crude Oil is not established by NYMEX
      or
      the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price
      Provider refuses to make that price available to the Administrative Agent for
      the purpose of calculating the Down-MACRO Underlying Value; or (iii)(a) NYMEX
      terminates the NYMEX License or does not agree to a renewal thereof after the
      expiration of its initial 5-year term and the Depositor and MacroMarkets LLC
      are
      unable to enter into a Substitute Reference Price Licensing Agreement with
      the
      Dow Jones Energy Service or (b) in the event that the Depositor and MacroMarkets
      LLC have already entered into a Substitute Reference Price Licensing Agreement,
      the Substitute Oil Price Provider which is party to such agreement terminates
      that license and, in the case of either (a) or (b), the Holders do not select
      a
      Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable
      to enter into a Substitute Reference Price Licensing Agreement with the
      Substitute Oil Price Provider that was selected by the Holders;

     

    (ii) the
      Applicable Reference Price of
      Crude
      Oil rises to or above $111, at which level the Underlying Value of the Up-MACRO
      Holding Trust will be equal to 15% or less of assets it holds on deposit, or
      the
      Applicable Reference Price of Crude Oil falls to or below $9, at which level
      the
      Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less
      of
      the assets it holds on deposit and, in either case, the Applicable Reference
      Price of Crude Oil remains at that level for three (3) consecutive Price
      Determination Days;

    
       


      
        
          
          

        

        
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    (iii) any
      of
      the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO
      Tradeable Trust or the Up-MACRO Tradeable Trust becomes required to register
      as
      an "investment company" under the Investment Company Act; provided,
      that
      the failure of the Down-MACRO Tradeable Trust to hold at least a majority of
      the
      Down-MACRO Holding Shares or the failure of the Up-MACRO Tradeable Trust to
      hold
      at least a majority of the Up-MACRO Holding Shares shall not constitute a
      Termination Trigger until the expiration of 90 days following the date as of
      which such failure first occurred, during which period the Administrative Agent
      shall be permitted to seek to remedy such failure;


    (iv) any
      of
      the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO
      Tradeable Trust or the Up-MACRO Tradeable Trust becomes a commodities pool
      that
      is regulated under the CEAct;

     

    (v) DTC
      becomes unwilling or unable to act as Depository under this Trust Agreement
      and no suitable replacement is willing and able to assume the duties of the
      Depository hereunder;

     

    (vi) the
      Administrative Agent resigns or is unable to perform its duties under the
      Down-MACRO Holding Trust Agreement and the Up-MACRO Holding Trust Agreement
      or
      becomes bankrupt or insolvent, and no suitable replacement is willing and able
      to assume the duties of the Administrative Agent under such
      agreements;

     

    (vii) the
      Depositor elects to terminate the Down-MACRO Holding Trust and 66 and 2/3%
      of
      the Holders of the Down-MACRO Holding Trust and the Up-MACRO Holding Trust,
      each
      voting as a separate class (with each Holder of Tradeable Shares being entitled
      to vote the underlying Holding Shares on deposit in its Tradeable Trust),
      consent to such termination;

     

    (viii) a
      decree
      or order is entered by a court having competent jurisdiction adjudging any
      of
      the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO
      Tradeable Trust or the Up-MACRO Tradeable Trust to be bankrupt or insolvent
      or
      granting an order for relief or approving as properly filed a petition seeking
      reorganization, arrangement, adjustment or composition of or in respect of
      any
      of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO
      Tradeable Trust or the Up-MACRO Tradeable Trust under the Bankruptcy Code or
      any
      other applicable law, or appointing a receiver, liquidator, assignee or
      sequestrator (or other similar official) of any of the Down-MACRO Holding Trust,
      the Up-MACRO Holding Trust, the Down-MACRO Tradeable Trust or the Up-MACRO
      Tradeable Trust or of any substantial part of its property, or ordering the
      winding up or liquidation of its affairs, or, in a court having jurisdiction,
      any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO
      Tradeable Trust or the Up-MACRO Tradeable Trust commences a voluntary case
      or
      proceeding under the Bankruptcy Code or any other applicable law, or an
      involuntary case or proceeding is commenced against any of the Down-MACRO
      Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Tradeable Trust or
      the
      Up-MACRO Tradeable Trust, seeking any of the foregoing and such case or
      proceeding continues undismissed or unstayed and in effect for a period of
      90
      consecutive days;

     

    (ix) the
      amount of cash and Eligible Treasuries on deposit in the Down-MACRO Holding
      Trust or the Up-MACRO Holding Trust is reduced to less than ten (10) million
      dollars; and

    
       


      
        
          
          

        

        
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    (x) the
      amount of cash and Eligible Treasuries on deposit in the Down-MACRO Holding
      Trust or the Up-MACRO Holding Trust is reduced to fifty (50) million dollars
      or
      less after previously reaching an amount equal to two hundred (200) million
      dollars or more, or the failure on the part of the Paired Holding Trusts to
      each
      hold cash and Eligible Treasuries in an amount equal to at least two hundred
      (200) million dollars after six (6) months or more have elapsed since the
      Closing Date and, in either case, the Depositor elects to terminate the Paired
      Holding Trusts.


    (b) On
      the
      next Distribution Date following the occurrence of a Termination Trigger (an
      "Early
      Termination Date"),
      the
      Trustee shall make a Final Distribution on all Outstanding Down-MACRO Tradeable
      Shares, as set forth in Section
      5.2.
      Upon
      receipt of this Final Distribution on the related Distribution Payment Date,
      all
      Outstanding Down-MACRO Tradeable Shares shall be deemed to be redeemed in
      full.

     

    (c) The
      Administrative Agent will be responsible for notifying the Depositor and the
      Trustee of the occurrence of the Termination Trigger set forth in any of the
      following subparagraphs of ARTICLE
      11(a)
      hereof:
Section
      11.1(a)(i)(i),
      Section
      12.1(a)(i)(ii),
      Section
      11.1(a)(vi)
      or
Section
      11.1(a)(vii).
      Upon
      obtaining knowledge of the occurrence of any of the other Termination Triggers
      described above, the Trustee will be responsible for notifying the Depositor
      and
      the Administrative Agent of such occurrence. In addition, the Trustee will
      give
      prompt notice of that event to the Calculation Agent, the Up-MACRO Holding
      Trustee, the Down-MACRO Tradeable Trustee, the Up-MACRO Tradeable Trustee and
      the Registered Owners of the Down-MACRO Holding Shares. 

     

    (d) The
      Depositor, upon receiving or otherwise obtaining actual knowledge of the
      occurrence of any Termination Trigger, shall file a Form 8-K with the SEC
      disclosing such occurrence.

     

    (e) In
      the
      event that the Down-MACRO Tradeable Trust at any time holds less than a Majority
      of the Outstanding Down-MACRO Holding Shares or the Up-MACRO Tradeable Trust
      holds less than a Majority of the Outstanding Up-MACRO Holding Shares, the
      Administrative Agent shall be permitted to seek to restore such Majority
      ownership by the Down-MACRO Tradeable Trust and/or the Up-MACRO Tradeable Trust
      for a period of 90 days following the first day on which the applicable
      tradeable trust ceased to be the Majority owner of the Down-MACRO or Up-MACRO
      Holding Shares that it holds on deposit. In the event that such Majority
      ownership has not been restored on or prior to the expiration of such 90-day
      period, a Termination Trigger will occur pursuant to subclause (iii) of clause
      (a) of this Section
      11.1.

     

     

    ARTICLE
      12

     

    TRUSTEE
      TERMINATION EVENTS

     

            Section
      12.1 Trustee
      Termination Events.
      Any one of the following events shall constitute a Trustee Termination Event
      (a
      "Trustee
      Termination Event"):

     

    (a) to
      the extent that any Quarterly Distribution is received by the Down-MACRO
      Tradeable Trust on its Down-MACRO Holding Shares, a failure by the Trustee
      to
      pass through such Quarterly Distribution, which failure continues unremedied
      for
      a period of five (5) or more Business Days;

    
       


      
        
          
          

        

        
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    (b) to
      the extent that any Final Distribution is received by the Down-MACRO Tradeable
      Trust on its Down-MACRO Holding Shares, a failure by the Trustee to pass through
      such Final Distribution, which failure continues unremedied for a period of
      five
      (5) or more Business Days;

     

    (c) any
      failure by the Trustee to observe or perform in any material respect any of
      its
      other covenants or obligations hereunder, which failure continues unremedied
      for
      thirty (30) days after the giving of written notice of such failure to the
      Trustee by the Depositor or by not less than 25% of the Holders, voting by
      par
      amount;


    (d) the
      Trustee becomes ineligible or incapable of acting as Trustee
      hereunder;

     

    (e) the
      occurrence of a Trustee Termination Event under the Down-MACRO Holding Trust
      Agreement, pursuant to the terms of the Down-MACRO Holding Trust Agreement;
      

     

    (f) the
      occurrence of a Trustee Termination Event under the Up-MACRO Holding Trust
      Agreement, pursuant to the terms of the Up-MACRO Holding Trust Agreement;
      or

     

    (g) the
      occurrence of a Trustee Termination Event under the Up-MACRO Tradeable Trust
      Agreement, pursuant to the terms of the Up-MACRO Tradeable Trust
      Agreement.

     

            Section
      12.2 Force
      Majeure.
      Notwithstanding the foregoing, any delay in or failure of performance under
      Section
      12.1
      shall
      not constitute a Trustee Termination Event if such delay or failure could not
      be
      prevented by the exercise of reasonable diligence by the Trustee and such delay
      or failure was caused by an act of God or the public enemy, terrorism, acts
      of
      declared or undeclared war, public disorder, rebellion or sabotage, epidemics,
      landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes.
      The preceding sentence shall not relieve the Trustee from the obligation to
      use
      its best efforts to perform its obligations in a timely manner in accordance
      with the terms of this Trust Agreement and the Trustee shall provide the
      Depositor with immediate notice of such failure or delay by it, together with
      a
      description of its efforts to so perform its obligations. 

     

            Section
      12.3 Notification
      to Holders of the Down-MACRO Tradeable Shares.
      Within two (2) Business Days after the Administrative Agent or the Trustee
      is
      notified or obtains actual knowledge of any Trustee Termination Event, the
      Administrative Agent or the Trustee, as applicable, shall give notice thereof
      to
      the Depositor and the Administrative Agent or the Trustee, as applicable, and
      notification of such Trustee Termination Event shall be filed by the Depositor
      on Form 8-K with the SEC. 

     

     

    ARTICLE
      13

     

    THE
      TRUSTEE

     

            Section
      13.1 Liability
      of Trustee.

     

    (a) The
      Trustee, upon receipt of all resolutions, certificates,
      statements, opinions, reports, documents, orders or other instruments that
      are
      specifically required to be furnished to the Trustee pursuant to any provision
      hereof, shall examine them to determine whether they conform on their face
      to
      the requirements of this Trust Agreement. The Trustee shall give prompt written
      notice to the Depositor and the Administrative Agent of any material lack of
      conformity of any such instrument to the applicable provisions of this Trust
      Agreement. 

    
       


      
        
          
          

        

        
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    (b) No
      provision of this Trust Agreement shall be construed to relieve the Trustee
      from
      liability for its own negligent action, its own negligent failure to act, its
      own bad faith, its own reckless disregard of its duties hereunder or its own
      willful misconduct; provided,
      however,
      that:

     

    (i) the
      Trustee shall not be personally liable for an error of judgment made in good
      faith by a Trust Officer, unless it is proved that the Trustee was grossly
      negligent in ascertaining the pertinent facts; and


    (ii) the
      Trustee shall not be personally liable with respect to any action taken,
      suffered or omitted by it in good faith and in accordance with the direction
      of
      the Administrative Agent, the Depositor, the Calculation Agent or any Holder
      relating to the time, place or method of conducting any proceeding for any
      remedy available to the Trustee, or exercising any trust or power conferred
      upon
      the Trustee, under this Trust Agreement.

     

    (c) The
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur any financial liability in the performance of any of its duties hereunder
      or in the exercise of any of its rights or powers hereunder, if it has
      reasonable grounds for believing that repayment of such funds or adequate
      indemnity against any related risk or liability is not reasonably assured to
      it.

     

    (d) The
      Trustee shall have no power to vary the corpus of the Down-MACRO Tradeable
      Trust.

     

    (e) In
      the
      event that the Transfer Agent and Registrar (if not also the Trustee) fails
      to
      perform any obligation, duty or agreement in the manner or on the day required
      under this Trust Agreement, the Trustee shall be obligated, as soon as possible
      upon knowledge of a Trust Officer of such failure and receipt of appropriate
      records, if any, to perform such obligation, duty or agreement in the manner
      required hereunder.

     

            Section
      13.2 Rights
      of
      the Trustee.

     

    (a) The
      Trustee may rely on and shall be protected in acting, or in refraining
      from acting, in accord with any resolution, Officer's Certificate, certificate
      of auditors or any other certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, appraisal, bond or other paper or
      document reasonably believed by it to be genuine and to have been signed or
      presented to it pursuant to this Trust Agreement by the proper party or
      parties.

     

    (b) The
      Trustee may consult with counsel, and any advice of such counsel or Opinion
      of
      Counsel shall be full and complete authorization and protection in respect
      of
      any action taken, suffered or omitted hereunder by the Trustee in good faith
      and
      in accordance with such advice or Opinion of Counsel.

     

    (c) The
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Trust Agreement or to institute, conduct or defend any
      litigation in relation to this Trust Agreement at the request, order or
      direction of any of the Holders of the Down-MACRO Tradeable Shares pursuant
      to
      the provisions of this Trust Agreement unless such Holders have offered to
      the
      Trustee reasonable security or indemnity against the costs, expenses and
      liabilities which may be incurred therein or thereby.

    
       


      
        
          
          

        

        
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    (d) Subject
      to Section
      13.1(b)
      hereof,
      the Trustee shall not be personally liable for any action taken, suffered or
      omitted by it in good faith and reasonably believed by it to be authorized
      or
      within the discretion, rights or powers conferred upon it by this Trust
      Agreement.

     

    (e) The
      Trustee shall not be bound to make any investigation into the accuracy of any
      assertions of facts made in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, appraisal, bond
      or
      other paper or document, unless the Trustee has actual knowledge that any such
      assertion is incorrect or unless requested in writing to do so by Holders
      evidencing more than 25% of the Aggregate Par Amount of the Down-MACRO Tradeable
      Shares. 


    (f) The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder that are customarily executed or performed by agents, custodians,
      nominees or attorneys under like circumstances, either directly or by or through
      agents, custodians, nominees or attorneys, and the Trustee shall not be
      responsible for any misconduct or negligence on the part of any agent or
      attorney selected by it in good faith and with due care (other than an
      agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee
      shall be under no obligation to monitor, and shall assume no personal liability
      for, the actions of the Depositor or any other Person in connection with their
      duties under this Trust Agreement or in connection with the Down-MACRO
      Tradeable Trust generally.

     

    (g) Except
      as
      may be required by Section
      13.1(a)
      and
Section
      13.12,
      the
      Trustee shall not be required to make any initial or periodic examination of
      any
      documents or records for the purpose of establishing the presence or absence
      of
      defects, the compliance by the Depositor, the Administrative Agent or the
      Marketing Agent with their respective representations and warranties or for
      any
      other purpose.

     

            Section
      13.3 Trustee
      Not Liable for Recitals in Down-MACRO Tradeable Shares
      The
      Trustee assumes no responsibility for the correctness of the recitals contained
      herein and in the Down-MACRO Tradeable Shares (other than the certificate of
      authentication on the Down-MACRO Tradeable Shares). Except as set forth in
      Section
      3.2,
      the
      Trustee makes no representations as to the validity or sufficiency of this
      Trust
      Agreement or of the Down-MACRO Tradeable Shares (other than the certificate
      of
      authentication on the Down-MACRO Tradeable Shares).

     

            Section
      13.4 Holders
      May Direct Trustee.
      Holders of Down-MACRO Tradeable Shares who are the Beneficial Owners of an
      Aggregate Par Amount representing at least 66 and 2/3% of all such shares that
      are Outstanding at any time may direct the Trustee with respect to actions
      that
      the Trustee is permitted to take under this Trust Agreement, subject to the
      limitations set forth in Section
      2.3,
      Section
      3.1(b)
      and
Section
      15.6
      hereof.

     

            Section
      13.5 Compensation.
      The Depositor shall cause to be paid in the manner provided for in Section
      5.4
      of the
      Down-MACRO Holding Trust Agreement, and the Trustee shall be entitled to
      receive, on each Distribution Payment Date, the Down-MACRO Trustee Fee for
      all
      services rendered by it under this Trust Agreement and in the exercise and
      performance of any of the powers and duties hereunder of the Trustee. The
      entitlement of the Trustee under this Section
      13.5
      for past
      services rendered shall survive the termination of the Down-MACRO Tradeable
      Trust and the Down-MACRO Holding Trust.

    
       

       


      
        
          
          

        

        
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            Section
      13.6 Indemnification.
      The Trustee and its directors, shareholders, officers, employees, agents,
      affiliates (as such term is defined in Regulation S-X of the Securities Act)
      and
      subsidiaries (each, a "Trustee
      Indemnified Party")
      shall
      be indemnified by the Down-MACRO Holding Trust and held harmless against any
      loss, liability or expense (a) arising out of or in connection with the
      acceptance or administration of the Down-MACRO Tradeable Trust and any actions
      taken in accordance with the provisions of this Trust Agreement or that arises
      out of or is related to any offer or sale of Down-MACRO Tradeable Shares
      incurred without (i) negligence, bad faith, and willful misconduct on the part
      of such Trustee Indemnified Party and (ii) reckless disregard on the part of
      such Trustee Indemnified Party of its obligations and duties under this Trust
      Agreement, or (b) that arises out of or is related to any filings with or
      submissions to the SEC in connection with or with respect to the Down-MACRO
      Tradeable Shares (which, by way of illustration and not by way of limitation,
      include the Registration Statement and any amendments thereof or supplements
      thereto filed with the SEC or any periodic reports or updates that may be filed
      under the Exchange Act), but not including any information provided in writing
      by the Trustee to the Depositor for use in the Registration Statement or any
      other filing with the SEC. Such indemnity shall include payment from the
      Down-MACRO Tradeable Trust of the costs and expenses incurred by such Trustee
      Indemnified Party in investigating or defending itself against any claim or
      liability relating to this Trust Agreement or the Down-MACRO Tradeable Trust,
      including any loss, liability or expense incurred in acting pursuant to written
      directions or instructions given by the Depositor or counsel to the Down-MACRO
      Tradeable Trust to the Trustee from time to time in accordance with the
      provisions of this Trust Agreement or in undertaking actions from time to time
      which the Trustee deems necessary in its discretion, subject to the limitations
      imposed by Section
      2.3
      and
Section
      3.1(b)
      hereof,
      to protect the Down-MACRO Tradeable Trust and the rights of all Beneficial
      Owners pursuant to the terms of this Trust Agreement. Any amounts payable to
      a
      Trustee Indemnified Party under this Section
      13.6
      may be
      payable in advance in accordance with the provisions of Section
      5.3
      of the
      Down-MACRO Holding Trust Agreement or shall be secured by a lien on the
      Down-MACRO Holding Trust.


            Section
      13.7 Eligibility
      Requirements.
      The Trustee hereunder shall at all times: (i) be a bank or trust company
      organized and doing business under the laws of the United States of America
      or
      any state thereof, authorized under such laws to exercise corporate trust powers
      and subject to supervision or examination by federal or state authority, (ii)
      have a combined capital and surplus of at least $100,000,000, (iii) maintain
      any
      credit or deposit rating required by nationally recognized rating organizations
      (as of the date hereof "A-1" for Standard & Poor's Rating Service or "P-1"
      for Moody's Investors Service, Inc.) and (iv) accept and act in the capacity
      of
      both the Trustee hereunder and as trustee of the Up-MACRO Tradeable Trust,
      the
      Down-MACRO Holding Trust and the Up-MACRO Holding Trust. If such bank publishes
      reports of condition at least annually, pursuant to law or to the requirements
      of the aforesaid supervising or examining authority, then for the purpose of
      this Section
      13.7,
      the
      combined capital and surplus of such bank or trust company shall be deemed
      to be
      its combined capital and surplus as set forth in its most recent report of
      condition so published. If at any time the Trustee ceases to be eligible in
      accordance with the provisions of this Section
      13.7,
      the
      Trustee shall resign immediately in the manner and with the effect specified
      in
Section
      13.8.

     

            Section
      13.8 Resignation
      or Removal of Trustee.

     

    (a) A
      Trustee appointed to office shall hold office until its successor shall have
      been appointed by the Holders in accordance with this Trust Agreement or until
      its termination, removal or resignation.

    
       


      
        
          
          

        

        
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    (b) Subject
      to the provisions of this Section
      13.8,
      the
      Trustee may be appointed, removed or replaced without cause at any time by
      the
      Depositor, upon written notice, or with cause upon the occurrence of a Trustee
      Termination Event; provided,
      however,
      that
      the Trustee shall not be removed in accordance with this Section
      13.8
      until a
      successor Trustee possessing the qualifications to act as Trustee and willing
      and able to make the representations contained in Section
      3.2
      (a
"Successor
      Trustee")
      has
      been appointed by the Depositor and has accepted such appointment by written
      instrument executed by such Successor Trustee and delivered to the
      Depositor.

     

    (c) Any
      Trustee may resign hereunder by an instrument in writing signed by the Trustee
      and delivered to the Depositor, the Administrative Agent and each Registered
      Owner, which shall become effective on the date specified in such instrument;
      provided,
      however,
      that no
      such resignation of a Trustee shall become effective:


    (i) until
      a
      Successor Trustee has been appointed and has accepted such appointment by
      instrument executed by such Successor Trustee and delivered to the Down-MACRO
      Tradeable Trust, the Depositor, the Administrative Agent and the resigning
      Trustee; or

     

    (ii) until
      the
      assets of the Down-MACRO Tradeable Trust have been completely liquidated and
      the
      proceeds thereof distributed to the Holders.

     

    If
      no
      Successor Trustee shall have been appointed and accepted such appointment within
      thirty (30) days after delivery to the Depositor, the Administrative Agent,
      the
      Marketing Agent and the Down-MACRO Tradeable Trust of an instrument of
      resignation, the resigning Trustee may petition at the expense of the Down-MACRO
      Tradeable Trust any court of competent jurisdiction for appointment of a
      Successor Trustee. Such court may thereupon, after prescribing such notice,
      if
      any, as it may deem proper, appoint a Successor Trustee.

     

    (d) No
      Trustee shall be liable for anything that occurs after it has ceased to act
      in
      such capacity, including, without limitation, the acts or omissions to act
      of
      any Successor Trustee; provided, that such resigning or terminated Trustee
      shall
      remain liable for any actions taken by it prior to its termination or
      resignation as a result of which it would be liable to the Down-MACRO Tradeable
      Trust pursuant to Section
      13.1(b).

     

            Section
      13.9 Successor
      Trustee.

     

    (a) Any
      Successor Trustee appointed as provided in Section
      13.8
      shall
      execute, acknowledge and deliver to the Depositor and to its predecessor Trustee
      an instrument in a form acceptable to the Depositor accepting such appointment
      hereunder, and thereupon the resignation or removal of the predecessor Trustee
      shall become effective and such Successor Trustee, without any further act,
      deed
      or conveyance, shall become fully vested with all the rights, powers, duties
      and
      obligations of its predecessor hereunder, with the like effect as if originally
      named as Trustee herein. The predecessor Trustee shall deliver to the Successor
      Trustee all documents and statements held by it hereunder, and the Depositor
      and
      the predecessor Trustee shall execute and deliver such instruments and do such
      other things as may reasonably be required for fully and certainly vesting
      and
      confirming in the Successor Trustee all such rights, powers, duties and
      obligations within thirty days of execution of such instrument.

     

    (b) No
      Successor Trustee shall accept appointment as provided in this Section
      13.9
      unless
      at the time of such acceptance such Successor Trustee is eligible under the
      provisions of Section
      13.7
      and
      makes in the instrument of acceptance delivered pursuant to clause
      (a)
      of this
Section
      13.9
      the
      representations and warranties contained in Section
      3.2
      hereof.

    
       

       


      
        
          
          

        

        
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    (c) Upon
      acceptance of appointment by a Successor Trustee as provided in this
Section
      13.9,
      such
      Successor Trustee shall provide prompt notice of its succession hereunder to
      the
      Depositor, and the Depositor shall file a Form 8-K with the SEC disclosing
      such
      succession. 

     

    (d) Without
      the consent of a majority of the Holders of the Down-MACRO Tradeable Shares,
      voting by Aggregate Par Amount, the compensation to be paid to the Successor
      Trustee may not be greater than the compensation paid to the terminated Trustee
      hereunder.

     

            Section
      13.10 Merger
      or Consolidation .
      Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated, or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to all or substantially all the corporate trust business of the
      Trustee shall be the successor of the Trustee hereunder without the execution
      or
      filing of any paper or any further act on the part of any of the parties hereto;
      provided,
      however,
      that
      such corporation shall be otherwise qualified and eligible under this
ARTICLE
      13,
      including without limitation Section
      13.7
      hereof.
      The Trustee shall promptly furnish to the Depositor and the Administrative
      Agent
      a notice of any merger or consolidation to which the Trustee is a
      party.


            Section
      13.11 Appointment
      of Co-Trustee or Separate Trustee.

     

    (a) Notwithstanding
      any other provisions of this Trust Agreement,
      the Trustee shall have the power and may execute and deliver all instruments
      to
      appoint, at any time, one or more Persons to act as a co-trustee or co-trustees,
      or a separate trustee or separate trustees, of all or any part of the Trust
      Assets, and to vest in such Person or Persons, in such capacity and for the
      benefit of the Holders of the Down-MACRO Tradeable Shares, such title to the
      Trust Assets or any part thereof and, subject to the other provisions of this
      Section
      13.11,
      such
      powers, duties, obligations, rights and trusts as the Trustee may consider
      necessary or desirable, for the purpose of meeting any legal requirements of
      any
      jurisdiction in which any part of the Trust Assets may at the time be located;
      provided,
      that
      such co-trustee or co-trustees, or separate trustee or separate trustees, shall
      also assume the rights, duties and obligations of the Trustee under each of
      the
      Up-MACRO Tradeable Trust Agreement, the Down-MACRO Holding Trust Agreement
      and
      the Up-MACRO Holding Trust Agreement; provided,
      further,
      that
      the Trustee shall exercise due care in the appointment of any co-trustee or
      separate trustee. Each co-trustee or separate trustee hereunder shall be
      required to meet the terms of eligibility for a successor trustee under
Section
      13.8
      and
Section
      13.9.
      No
      notice to Holders of the Down-MACRO Tradeable Shares of the appointment of
      any
      co-trustee or separate trustee shall be required under this Section
      13.11;
      provided,
      that
      the Trustee shall provide notice of each such appointment to the Depositor
      and
      the Administrative Agent.

     

    (b) Every
      co-trustee and separate trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised
      or
      performed by the Trustee and such co-trustee or separate trustee jointly (it
      being understood that such co-trustee or separate trustee shall not be
      authorized to act unless the Trustee joins in such act) except to the extent
      that under any laws of any jurisdiction in which any particular act or acts
      are
      to be performed the Trustee is incompetent or unqualified to perform such act
      or
      acts, in which event such rights, powers, duties and obligations (including
      the
      holding of title to the Trust Assets or any portion thereof in any such
      jurisdiction) shall be exercised or performed singly by such co-trustee or
      separate trustee, but solely at the direction of the Trustee;

    
       


      
        
          
          

        

        
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    (ii) no
      co-trustee or separate trustee hereunder shall be personally liable by reason
      of
      any act or omission of any other trustee hereunder; and

     

    (iii) the
      Trustee may at any time accept the resignation of or remove any co-trustee
      or
      separate trustee.

     

    (c) Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then co-trustees and separate trustees as effectively
      as if given to each of them. Every instrument appointing any co-trustee or
      separate trustee shall refer to this Trust Agreement and the conditions of
      this
Article
      13.
      Upon
      its acceptance of the trusts conferred by its instrument of appointment, each
      co-trustee and separate trustee shall be vested with the estates or property
      specified in such instrument, either jointly with the Trustee or separately,
      as
      may be provided therein, subject to all of the provisions of this Trust
      Agreement, specifically including every provision of this Trust Agreement
      relating to the conduct of, affecting the liability of, or affording protection
      to the Trustee. Every such instrument shall be filed with the
      Trustee.


    (d) Any
      co-trustee or separate trustee may at any time appoint the Trustee its agent
      or
      attorney-in-fact with full power and authority, to the extent not prohibited
      by
      law, to do any lawful act under or in respect to this Trust Agreement on its
      behalf and in its name. If any co-trustee or separate trustee shall become
      incapable of acting, resign or be removed, all of its estates, properties,
      rights, remedies and trusts under or in respect to this Trust Agreement shall
      vest in and be exercised by the Trustee, to the extent permitted by law, without
      the appointment of a new or successor trustee.

     

            Section
      13.12 Books,
      Records; Taxes; Audit.

     

    (a) The
      Trustee shall keep proper books of record and account of all the transactions
      under this Trust Agreement at its Corporate Trust Office or such office as
      it
      may subsequently designate upon notice to the other parties hereto. The books
      and records of the Trustee shall be open to inspection by any Person who
      establishes to the Trustee's reasonable satisfaction that it is a Beneficial
      Owner upon reasonable advance notice at all reasonable times during the usual
      business hours of the Trustee. The Administrative Agent shall keep proper
      records of all Paired Optional Redemptions and Paired Issuances effected at
      any
      time at its Business Office. Such records shall be open to inspection by any
      Person who establishes to the Administrative Agent's reasonable satisfaction
      that it is a Beneficial Owner upon reasonable advance notice at all reasonable
      times during the usual business hours of the Administrative Agent. Such records
      shall be preserved by the Trustee or the Administrative Agent, as applicable,
      for so long as the Depositor may direct.

     

    (b) The
      Trustee shall provide the Depositor such financial and other information
      regarding the operation of the Down-MACRO Tradeable Trust as may be required
      for
      the Depositor to prepare such reports and filings required under the federal
      securities laws as required under Section
      8.2.
      Unless
      otherwise required by applicable law or regulation, the Depositor shall be
      responsible for any certification of any such reports or the contents thereof;
      provided,
      that
      the Trustee shall make such representations to the Depositor with respect to
      information within the Trustee's control as shall be required for the Depositor
      to make such certification. 

    
       


      
        
          
          

        

        
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    (c) The
      Depositor shall prepare or cause to be prepared, and the Trustee shall sign
      (if
      it is determined that the Trustee's signature is required thereon) and file
      any
      tax returns required to be filed by the Down-MACRO Tradeable Trust. The
      Depositor shall also prepare or cause to be prepared all tax information
      required by law to be distributed to Holders of the Down-MACRO Tradeable Shares.
      The Trustee, the Calculation Agent, the Marketing Agent and the Administrative
      Agent, upon request, shall each furnish the Depositor with any information
      known
      to it that may be reasonably required in connection with the preparation of
      such
      duties set forth in the preceding two sentences. 

     

    (d) In
      no
      event shall the Trustee, the Depositor or the Administrative Agent be personally
      liable for any taxes or other governmental charges imposed upon or in respect
      of
      the Down-MACRO Tradeable Shares under any present or future law of the United
      States of America or imposed by any taxing authority having jurisdiction over
      the Down-MACRO Tradeable Trust. For all such taxes and charges and for any
      expenses, including counsel's fees, which the Trustee or the Administrative
      Agent may sustain or incur with respect to such taxes or charges, the Trustee
      or
      the Administrative Agent shall be reimbursed and indemnified by or on behalf
      of
      the Down-MACRO Holding Trust in accordance with the provisions of Section
      5.3
      of the
      Down-MACRO Holding Trust Agreement and the payment of such amounts shall be
      secured by a lien on the Down-MACRO Holding Trust. Any payments by the Trustee
      or the Administrative Agent shall be subject to withholding regulations then
      in
      force. This paragraph shall survive notwithstanding any termination of this
      Trust Agreement, the Down-MACRO Tradeable Trust, the Down-MACRO Holding Trust
      Agreement or the Down-MACRO Holding Trust, or the resignation or removal of
      the
      Trustee or the Administrative Agent. 


    (e) The
      accounts of the Down-MACRO Tradeable Trust shall be audited, as required by
      law
      and as may be directed by the Depositor, by Independent certified public
      accountants designated from time to time by the Depositor and the cost of such
      audit shall be borne by the Down-MACRO Holding Trust in accordance with the
      provisions of Section
      5.3
      of the
      Down-MACRO Holding Trust Agreement. The report of such accountants shall be
      furnished by the Administrative Agent to any Beneficial Owner upon
      request.

     

            Section
      13.13 Trustee
      May Enforce Claims Without Possession of Down-MACRO Tradeable
      Shares.
      All
      rights of action and claims under this Trust Agreement or the Down-MACRO
      Tradeable Shares may be prosecuted and enforced by the Trustee without the
      possession of any of the Down-MACRO Tradeable Shares or the production thereof
      in any proceeding relating thereto, and any such proceeding instituted by the
      Trustee shall be brought in its own name as trustee. Any recovery of judgment
      shall, after provision for payment of the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel, be for the
      ratable benefit of the Holders of the Down-MACRO Tradeable Shares in respect
      of
      which such judgment has been obtained.

     

            Section
      13.14 Suits
      for Enforcement.
      If a
      Termination Trigger or a Trustee Termination Event occurs and is continuing,
      the
      Trustee (or the Depositor, in the case of a Trustee Termination Event) in its
      discretion may proceed to protect and enforce its rights and the rights of
      the
      Holders of the Down-MACRO Tradeable Shares under this Trust Agreement by a
      suit,
      action or proceeding in equity or at law or otherwise, whether for the specific
      performance of any covenant or agreement contained in this Trust Agreement,
      in
      aid of the execution of any power granted in this Trust Agreement or for the
      enforcement of any other legal, equitable or other remedy as the Trustee (or
      the
      Depositor, in the case of a Trustee Termination Event), being advised by
      counsel, shall deem most effectual to protect and enforce any of the rights
      of
      the Holders of the Down-MACRO Tradeable Shares. 

    
       


      
        
          
          

        

        
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            Section
      13.15 Maintenance
      of Office or Agency.
      The
      Trustee shall maintain at its expense an office or agency (the "Corporate
      Trust Office")
      where
      notices and demands to or upon the Trustee in respect of the Down-MACRO
      Tradeable Shares and this Trust Agreement may be served. The Corporate Trust
      Office shall initially be located at 200 Clarendon Street, Boston Massachusetts
      02116. The Trustee will give prompt notice to the Depositor and to Registered
      Owners of the Down-MACRO Tradeable Shares of any change in the location of
      the
      Corporate Trust Office.

     

     

    ARTICLE
      14

     

    TERMINATION

     

            Section
      14.1 Termination
      of Trust.
      The
      Down-MACRO Tradeable Trust and the respective obligations and responsibilities
      of the Depositor, the Administrative Agent, the Marketing Agent and the Trustee
      created hereby shall terminate on the earlier of an Early Termination Date
      and
      the Final Scheduled Termination Date. The Down-MACRO Tradeable Trust shall
      not
      terminate in the event that the Depositor is adjudged to be insolvent or is
      liquidated or dissolved for any reason.


    Upon
      the
      termination of the Down-MACRO Tradeable Trust, the Trustee shall wind up the
      activities and affairs of the Down-MACRO Tradeable Trust and shall cause its
      certificate of designation to be cancelled by filing a certificate of
      cancellation with the New York Secretary of State, terminating the Down-MACRO
      Tradeable Trust. 

     

     

    ARTICLE
      15

     

    MISCELLANEOUS
      PROVISIONS

     

            Section
      15.1 Amendment;
      Waiver of Past Defaults
      and
      Termination.

     

    (a) This
      Trust Agreement shall not in any circumstances be amended (i) to modify the
      definition of "Per
      Share Underlying Value"
      of the
      Down-MACRO Tradeable Shares or any constituent defined terms that are a part
      of
      the foregoing defined term; or (ii) to modify the rule that one Down-MACRO
      Tradeable Share shall be issued for each Down-MACRO Holding Share that is
      deposited into the Down-MACRO Tradeable Trust.

     

    (b) Subject
      to clause
      (a)
      of this
Section
      15.1,
      this
      Trust Agreement may be amended from time to time with the written consent of
      the
      Depositor, the Administrative Agent and the Trustee, but without the consent
      of
      any Holder of Down-MACRO Tradeable Shares (i) to cure any ambiguity or to
      correct or supplement any provision which may be defective or inconsistent
      with
      any other provision of this Trust Agreement, the Down-MACRO Holding Trust
      Agreement, the Up-MACRO Holding Trust Agreement or the Up-MACRO Tradeable Trust
      Agreement, (ii) to modify any provision of or add a provision to this Trust
      Agreement to conform it to the description of the terms of the Down-MACRO
      Tradeable Shares contained in the Prospectus, (iii) to add to the covenants,
      restrictions or obligations of any entity under this Trust Agreement for the
      benefit of the Holders of the Down-MACRO Tradeable Shares or to modify any
      provisions of this Trust Agreement in any manner that does not adversely affect
      any Holder of Down-MACRO Tradeable Shares or any Holder of Paired Holding Shares
      in any material respect, (iv) to evidence and provide for the acceptance of
      appointment hereunder of a Successor Trustee, a successor Administrative Agent
      or any successor Marketing Agent, (v) to modify the procedures for directing
      and
      settling Creation Orders, Redemption Orders and Exchange Orders set forth herein
      in connection with an amendment of the Participants Agreement entered into
      among
      the Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Holding Trustee,
      the
      Up-MACRO Holding Trustee, the Administrative Agent and one or more Authorized
      Participants, and (vi) to comply with any requirements imposed by the Code,
      or
      any federal or state securities laws; provided,
      that no
      amendment to this Trust Agreement may be made if it would have the effect of
      causing the Down-MACRO Tradeable Trust to be classified other than as a grantor
      trust for U.S. federal income tax purposes; provided,
      further,
      that no
      amendment of this Trust Agreement may be made if it would have the effect of
      causing the Down-MACRO Tradeable Trust to be required to register as an
      investment company under the Investment Company Act or to be regulated as a
      commodity pool under the CEAct. The Trustee may, but shall not be obligated
      to,
      enter into any amendment which affects the Trustee's rights, duties or
      immunities under this Trust Agreement or otherwise. 

     

     


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    (c) Subject
      to clause
      (a)
      of this
Section
      15.1,
      this
      Trust Agreement may also be amended from time to time with the written consent
      of the Depositor, the Administrative Agent and the Trustee and the written
      consent of the Holders of Down-MACRO Tradeable Shares evidencing not less than
      a
      majority of the Aggregate Par Amount, for the purpose of adding any provisions
      to or changing in any manner or eliminating any of the provisions of this Trust
      Agreement or of modifying in any manner the rights of the Holders of the
      Down-MACRO Tradeable Shares; provided,
      that no
      amendment to this Trust Agreement may be made if it would have the effect of
      causing the Down-MACRO Tradeable Trust to be classified other than as a grantor
      trust for U.S. federal income tax purposes; provided further,
      that,
      without the written consent of each Holder of the Down-MACRO Tradeable Shares
      that would be adversely affected thereby, no amendment may (i) modify the amount
      or timing of any distributions that are required to be made on the Down-MACRO
      Tradeable Shares; or (ii) reduce the percentage of Holders that are required
      to
      consent to any of the foregoing amendments. 

     

    (d) Subject
      to clause
      (a)
      of this
Section
      15.1,
      this
      Trust Agreement may be amended at any time prior to the first issuance of
      Up-MACRO Tradeable Shares with the written consent of the Depositor, the
      Administrative Agent and the Trustee and the written consent of each holder
      of
      Founders' Shares for the purpose of adding any provisions to or changing in
      any
      manner or eliminating any of the provisions of hereof.

     

    (e) Promptly
      after the execution of any amendment or consent pursuant to this Section
      15.1,
      the
      Trustee shall furnish notification of the substance of such amendment or consent
      to each Registered Owner and the Depositor shall prepare and file a Form 8-K
      with the SEC setting forth the provisions of such amendment.

     

    (f) Where
      the
      consent of Holders is required under this Section
      15.1
      in order
      to amend this Trust Agreement, it shall be sufficient if such consent approves
      the substance of the proposed amendment; the particular form of such amendment
      need not be approved. The manner of obtaining such consents and of evidencing
      the authorization of the execution thereof by Holders of the Down-MACRO
      Tradeable Shares shall be subject to such reasonable requirements as the Trustee
      may prescribe.

     

    (g) Holders
      evidencing not less than a majority of the Aggregate Par Amount may waive any
      default by the Depositor, the Trustee, or the Administrative Agent in the
      performance of their obligations hereunder and its consequences, except the
      failure to make any distributions required to be made to Holders of the
      Down-MACRO Tradeable Shares. Upon any such waiver of a past default, such
      default shall cease to exist, and any default arising therefrom shall be deemed
      to have been remedied for every purpose of this Trust Agreement. No such waiver
      shall extend to any subsequent or other default or impair any right consequent
      thereon except to the extent expressly so waived.

    
       

       


      
        
          
          

        

        
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            Section
      15.2 Registration
      (Initial and Continuing) of Down-MACRO Tradeable Shares; Certain Securities
      Law
      Filings.
      The Depositor agrees to (i) prepare and file the Registration Statement with
      the
      SEC under the Securities Act, and take such action as is necessary from time
      to
      time to qualify the Down-MACRO Tradeable Shares for offering and sale under
      the
      federal securities laws of the United States, including the preparation and
      filing of amendments of and supplements to such Registration Statement, (ii)
      promptly notify the Trustee and the Administrative Agent of any such amendment
      of or supplement to the Registration Statement and of any order preventing
      or
      suspending the use of the Prospectus included therein, (iii) provide the Trustee
      and the Administrative Agent from time to time with copies, including copies
      in
      electronic form, of the Prospectus, in such quantities as the Trustee and the
      Administrative Agent may reasonably request, (iv) prepare and file any periodic
      reports or updates that may be required under the Exchange Act, as specified
      in
Section
      8.2
      hereof,
      and (v) take such action as is necessary from time to time to register or
      qualify the Down-MACRO Tradeable Shares for offering and sale under the
      securities or blue sky laws of those states of the United States or other
      jurisdictions as the Depositor may select or as may be necessary to continue
      that registration or qualification in effect for so long as the Depositor
      determines that the Down-MACRO Tradeable Trust shall continue to offer or sell
      Down-MACRO Tradeable Shares in that jurisdiction. Registration charges, blue
      sky
      fees, printing costs, mailing costs, attorney's fees, and other miscellaneous
      out-of-pocket expenses shall be borne by the Down-MACRO Holding Trust in
      accordance with the provisions of Section
      5.3
      of the
      Down-MACRO Holding Trust Agreement.


            Section
      15.3 Prospectus
      Delivery.
      The Administrative Agent shall, if required to do so under the federal
      securities laws of the United States, deliver at the time of issuance of any
      Down-MACRO Tradeable Shares in any manner permitted by such laws, a copy of
      the
      Prospectus, as most recently furnished to the Administrative Agent by the
      Depositor, to each person submitting a Creation Order. The Administrative Agent
      shall also, if required to do so under the federal securities laws of the United
      States, deliver in conjunction with any marketing or computational materials,
      in
      any manner permitted by such laws, a copy of the Prospectus, as most recently
      furnished to the Administrative Agent by the Depositor.

     

            Section
      15.4 Protection
      of Right, Title and Interest to Trust Assets.

     

    (a) The
      Depositor shall cause this Trust Agreement, all amendments hereof and
      supplements hereto and all financing statements, continuation statements and
      any
      other necessary documents covering the right, title and interest of the Holders
      of the Down-MACRO Tradeable Shares and of the Trustee in and to the Trust Assets
      to be promptly recorded, registered and filed, and at all times to be kept
      recorded, registered and filed, all in such manner and in such places as may
      be
      required by law fully to preserve and protect the right, title and interest
      of
      the Holders of the Down-MACRO Tradeable Shares and the Trustee hereunder in
      and
      to all property comprising the Trust Assets. The Depositor shall deliver to
      the
      Trustee file-stamped copies of, or filing receipts for, any document recorded,
      registered or filed as provided above, as soon as available following such
      recording, registration or filing.

    
       

       


      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

    

     

    (b) Within
      30 days after the Depositor makes any change in its name, identity or corporate
      structure which would make any financing statement or continuation statement
      filed in accordance with paragraph
      (a)
      above
      seriously misleading within the meaning of Section 9-402(7) (or any comparable
      provision) of the UCC, the Depositor shall give the Trustee notice of such
      change and shall file such financing statements or amendments as may be
      necessary to continue the perfection of the Down-MACRO Tradeable Trust's
      security interest in the Trust Assets and the proceeds thereof.

     

    (c) The
      Depositor shall give the Trustee prompt notice of any relocation of its
      principal executive offices or of any office from which it performs its duties
      hereunder or keeps records concerning this transaction. If, as a result of
      any
      such relocation, the applicable provisions of the UCC require the filing of
      any
      new financing statement or of any amendment to any previously filed financing
      or
      continuation statement, the Depositor shall file such financing statements
      or
      amendments as may be necessary to perfect or to continue the perfection of
      the
      Down-MACRO Tradeable Trust's security interest in the Trust Assets and the
      proceeds thereof. The Depositor shall at all times maintain its principal
      executive offices and each office from which it performs its duties hereunder
      within the United States.


            Section
      15.5 Limitation
      on Rights of Holders of the Down-MACRO Tradeable Shares.

     

    (a) The
      death or incapacity of any Holder of the Down-MACRO Tradeable Shares shall
      not
      operate to terminate this Trust Agreement or the Down-MACRO Tradeable Trust,
      nor
      shall such death or incapacity entitle the legal representatives
      or heirs of such Holder to claim an accounting or to take any action or commence
      any proceeding in any court for a partition or winding-up of the Down-MACRO
      Tradeable Trust, or otherwise affect the rights, obligations and liabilities
      of
      the parties hereto or any of them.

     

    (b) No
      Holder
      of the Down-MACRO Tradeable Shares shall have any right to vote (except as
      expressly provided in this Trust Agreement) or in any manner otherwise control
      the operation and management of the Down-MACRO Tradeable Trust, or the
      obligations of the parties hereto, nor shall any Holder of the Down-MACRO
      Tradeable Shares be under any liability to any third person by reason of any
      action by the parties to this Trust Agreement pursuant to any provision
      hereof.

     

    (c) No
      Holder
      of the Down-MACRO Tradeable Shares shall have any right by virtue of any
      provisions of this Trust Agreement to institute any suit, action or proceeding
      in equity or at law upon, under or with respect to this Trust Agreement unless
      such Holder previously has made, and unless the Holders of Down-MACRO Tradeable
      Shares representing the beneficial ownership of at least 66 and 2/3% of all
      Outstanding Down-MACRO Tradeable Shares have made, written request to the
      Trustee to institute such suit, action or proceeding in its own name as Trustee
      hereunder and have offered to the Trustee such reasonable indemnity as it may
      require against the costs, expenses and liabilities to be incurred therein
      or
      thereby and the Trustee, for sixty (60) days after its receipt of such request
      and offer of indemnity, has neglected or refused to institute any such action,
      suit or proceeding; it being understood and intended, and expressly agreed
      to by
      each Holder with every other Holder and the Trustee, that no one or more Holders
      of the Down-MACRO Tradeable Shares shall have any right in any manner whatsoever
      by virtue of or by availing itself or themselves of any provisions of this
      Trust
      Agreement to affect, disturb or prejudice the rights of any other Holder of
      the
      Down-MACRO Tradeable Shares, to obtain or seek to obtain priority over or
      preference to any other Holder of the Down-MACRO Tradeable Shares or to enforce
      any right under this Trust Agreement except in the manner herein provided and
      for the equal, ratable and common benefit of all Holders of the Down-MACRO
      Tradeable Shares. For the protection and enforcement of the provisions of this
      Section
      15.5,
      each
      and every Holder and the Trustee shall be entitled to such relief as can be
      obtained either at law or in equity.

    
       

       


      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

    

     

            Section
      15.6 Certain
      Rights of Holders of Down-MACRO Tradeable Shares; Voting.

     

    (a) Each
      Holder of Down-MACRO Tradeable Shares shall be able to vote on all matters
      on
      which shareholders may or are required to vote under this Trust Agreement for
      the Down-MACRO Tradeable Shares. Holders of Down-MACRO Tradeable Shares
      evidencing not less than 66 and 2/3% of the Aggregate Par Amount shall have
      the
      right to direct the time, place and method of conducting any proceeding for
      any
      remedy available to the Trustee, or exercising any trust or power conferred
      on
      the Trustee relating to such proceeding; provided,
      however,
      that,
      subject to Section
      15.1,
      the
      Trustee shall have the right to decline to follow any such direction if the
      Trustee, being advised by counsel, determines that the action so directed may
      not lawfully be taken, or if a Trust Officer in good faith determines that
      the
      proceedings so directed would be illegal or involve the Trustee in personal
      liability or be unduly prejudicial to the rights of Holders of the Down-MACRO
      Tradeable Shares not party to such direction; provided further
      that
      nothing in this Trust Agreement shall impair the right of the Trustee to take
      any action deemed proper by the Trustee that is not inconsistent with such
      direction or with the limitations imposed by Section
      2.3
      and
Section
      3.1(b)
      hereof.


    (b) The
      Holders of the Down-MACRO Tradeable Shares shall be entitled to direct the
      Trustee in the exercise of the voting rights associated with the Down-MACRO
      Holding Shares held on deposit in the Down-MACRO Tradeable Trust. Each Holder
      of
      Down-MACRO Tradeable Shares shall be entitled to vote an equal number of
      Down-MACRO Holding Shares as the number of Down-MACRO Tradeable Shares owned
      by
      such Holder. 

     

            Section
      15.7 MACRO
      Licensing Agreement.
      On the
      Closing Date, the Down-MACRO Tradeable Trust shall enter into the MACRO
      Licensing Agreement with MacroMarkets LLC, the Administrative Agent, the
      Down-MACRO Holding Trust, the Up-MACRO Holding Trust and the Up-MACRO Tradeable
      Trust. Under such licensing agreement, MacroMarkets LLC shall be entitled to
      the
      receipt of the Down-MACRO Licensing Fee, which shall be payable to MacroMarkets
      LLC in arrears on each Distribution Date in accordance with the provisions
      of
Section
      5.4
      of the
      Down-MACRO Holding Trust Agreement. 

     

            Section
      15.8 Governing
      Law; Jurisdiction.
      THIS TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE
      OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto
      hereby irrevocably and unconditionally consents to submit to the exclusive
      jurisdiction of the courts of the State of New York and of the federal courts
      sitting in the State of New York for any litigation arising out of or relating
      to this Trust Agreement and the transactions contemplated hereby (and agrees
      not
      to commence any litigation relating thereto except in such courts) and further
      agrees that service of any process, summons, notice or document by prepaid
      certified mail with proof of mailing receipt validated by the United States
      Postal Service to the address of such party as set forth in Section
      15.9
      (or to
      the agent of such party appointed and maintained in the State of New York as
      such party's agent for acceptance of legal process) shall be effective service
      of process for any litigation brought against it in any such court. Each of
      the
      parties hereto hereby irrevocably and unconditionally waives any objection
      to
      the laying of venue of any litigation arising out of this Trust Agreement or
      the
      transactions contemplated hereby in the courts of the State of New York or
      of
      the federal courts sitting in the State of New York and hereby further
      irrevocably and unconditionally waives its right to, and agrees not to, plead
      or
      claim in any such court that any such litigation brought in any such court
      has
      been brought in an inconvenient forum.

     

    

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      



            Section
      15.9 Notices.

     

    (a) All
      demands, notices, instructions, directions and communications (collectively,
      "Notices")
      under
      this Trust Agreement shall be in writing and shall be deemed to have been duly
      given if personally delivered, mailed by registered mail, return receipt
      requested, or sent by facsimile transmission to the following
      addresses:

     

    
      	
              If
                to the Depositor, to:

            	
              MACRO
                Securities Depositor, LLC

              73
                Green Tree Drive #9

              Dover,
                DE 19904

              Attention:
                Samuel Masucci, III

              Facsimile:
                (973) 453-8212

            


    

    


    
      	
              With
                a copy to:

            	
              Skadden,
                Arps, Slate, Meagher & Flom LLP

              Four
                Times Square

              New
                York, NY 10036

              Attention:
                Richard Kadlick, Esq.

              Facsimile:
                (212) 735-2000

               

            
	
              If
                to the Trustee, to:

            	
              State
                Bank & Trust Company

              200
                Clarendon Street

              Boston,
                MA 02116

              Attention:
                Timothy McGowan

              Facsimile:
                (617) 937-6933

               

            
	
              With
                a copy to:

            	
              State
                Street Bank and Trust Company

              200
                Clarendon Street

              Boston,
                MA 02116

              Attention:
                Andrew Josef

              Facsimile:
                (617) 937-6933

               

            
	
              If
                to the Administrative Agent, to:

            	
              MacroMarkets
                LLC

              73
                Green Tree Drive #9

              Dover,
                DE 19904

              Attention:
                Samuel Masucci, III

              Facsimile:
                (973) 453-8212

               

            
	
              With
                a copy to:

            	
              Skadden,
                Arps, Slate, Meagher & Flom LLP

              Four
                Times Square

              New
                York, NY 10036

              Attention:
                Richard Kadlick, Esq.

              Facsimile:
                (212) 735-2000

               

            


    

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to the Marketing Agent, to:

            	
              MACRO
                Securities Depositor, LLC

              73
                Green Tree Drive #9

              Dover,
                DE 19904

              Attention:
                Samuel Masucci, III

              Facsimile:
                (973) 453-8212

               

            
	
              With
                a copy to:

            	
              Skadden,
                Arps, Slate, Meagher & Flom LLP

              Four
                Times Square

              New
                York, NY 10036

              Attention:
                Richard Kadlick, Esq.

              Facsimile:
                (212) 735-2000

            


    

    


    (b) Any
      Notice required or permitted to be given to a Registered Owner of the Down-MACRO
      Tradeable Shares shall be given by first-class mail, postage prepaid, at the
      address of such Registered Owner as shown in the Share Register. Any Notice
      so
      mailed within the time prescribed in this Trust Agreement shall be conclusively
      presumed to have been duly given, whether or not the Registered Owner receives
      such Notice. Any notice to be given to a Beneficial Owner shall be duly given
      if
      mailed or delivered
      to Authorized Participants designated by the Depository for delivery to
      Beneficial Owners.


            Section
      15.10 Severability
      of Provisions.
      If any one or more of the covenants, agreements, provisions or terms of this
      Trust Agreement is held invalid for any reason whatsoever, then such provision
      shall be deemed severable from the remaining provisions of this Trust Agreement
      and shall in no way affect the validity or enforceability of the remaining
      provisions or of the Down-MACRO Tradeable Shares or the rights of the Holders
      of
      the Down-MACRO Tradeable Shares.

     

            Section
      15.11 Down-MACRO
      Tradeable Shares Nonassessable and Fully Paid.
      It is
      the intention of the parties to this Trust Agreement that the Holders of the
      Down-MACRO Tradeable Shares shall not be personally liable for obligations
      of
      the Down-MACRO Tradeable Trust, that the interests in the Down-MACRO Tradeable
      Trust represented by the Down-MACRO Tradeable Shares shall be nonassessable
      for
      any losses or expenses of the Down-MACRO Tradeable Trust or for any reason
      whatsoever and that the Down-MACRO Tradeable Shares upon authentication thereof
      by the Trustee pursuant to Section
      2.5
      are and
      shall be deemed fully paid.

     

            Section
      15.12 Further
      Assurances.
      The
      Depositor agrees to do and perform, from time to time, any and all acts and
      to
      execute any and all further instruments required or reasonably requested by
      the
      Trustee more fully to effect the purposes of this Trust Agreement, including
      the
      execution of any financing statements or continuation statements relating to
      the
      Trust Assets for filing under the provisions of the UCC of any applicable
      jurisdiction.

     

            Section
      15.13 Non-Petition
      Covenant; No Proceedings.

     

    (a) Notwithstanding
      any prior termination of this Trust Agreement,
      the Trustee, the Administrative Agent, the Marketing Agent and the Depositor
      shall not, prior to the date which is one year and one day after the termination
      of this Trust Agreement with respect to the Down-MACRO Tradeable Trust,
      acquiesce in, petition for or otherwise invoke or cause the Down-MACRO Tradeable
      Trust or the Depositor to invoke the process of any Governmental Authority
      for
      the purpose of (x) commencing or sustaining a case against the Down-MACRO
      Tradeable Trust or the Depositor under any federal or state bankruptcy,
      insolvency or similar law, (y) appointing a receiver, liquidator, assignee,
      trustee, custodian, sequestrator or other similar official of the Down-MACRO
      Tradeable Trust or the Depositor or any substantial part of their respective
      property or (z) ordering the winding-up or liquidation of the affairs of the
      Down-MACRO Tradeable Trust or the Depositor.

    
       

       


      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

    

     

    (b) Each
      of
      the Trustee, the Depositor, the Administrative Agent, the Marketing Agent and
      each Holder, by acceptance of its Down-MACRO Tradeable Shares, hereby agrees
      that it will not institute against a Holder, or join any other Person in
      instituting against a Holder, on account of its ownership of an Down-MACRO
      Tradeable Share or its obligations hereunder, any bankruptcy, insolvency,
      liquidation, readjustment of debt, marshalling of assets or any similar
      proceeding so long as there has not elapsed one year plus one day since the
      last
      day on which any Down-MACRO Tradeable Shares shall have been
      Outstanding.

     

            Section
      15.14 No
      Waiver; Cumulative Remedies.
      No failure by the Trustee or the Holders of the Down-MACRO Tradeable Shares
      to
      exercise any right, remedy, power or privilege under this Trust Agreement,
      and
      no delay in such exercise, shall operate as a waiver of such right, remedy,
      power or privilege; nor shall any single or partial exercise of any right,
      remedy, power or privilege under this Trust Agreement preclude any other or
      further exercise thereof or the exercise of any other right, remedy, power
      or
      privilege. The rights, remedies, powers and privileges provided under this
      Trust
      Agreement are cumulative and not exhaustive of any rights, remedies, powers
      and
      privileges provided by law.


            Section
      15.15 Counterparts.
      This Trust Agreement may be executed in two or more counterparts (and by
      different parties on separate counterparts), each of which shall be an original,
      but all of which together shall constitute one and the same
      instrument.

     

            Section
      15.16 Third-Party
      Beneficiaries.
      This Trust Agreement will inure to the benefit of and be binding upon the
      parties hereto, the Holders of the Down-MACRO Holding Shares, the Holders of
      the
      Up-MACRO Holding Shares, the Holders of the Down-MACRO Tradeable Shares, the
      Holders of the Up-MACRO Tradeable Shares and their respective successors and
      permitted assigns. Except as otherwise expressly provided in this Trust
      Agreement, no other Person will have any right or obligation
      hereunder.

     

            Section
      15.17 Actions
      or Notices by Holders of the Down-MACRO Tradeable Shares. 

     

    (a) Wherever
      a provision in this Trust Agreement states that an action may be taken or a
      Notice given by Holders of the Down-MACRO Tradeable Shares, such action or
      Notice may be taken or given by any Holder, unless such provision requires
      a
      specific percentage of Holders of the Down-MACRO Tradeable Shares.

     

    (b) Any
      Notice, request, authorization, direction, consent, waiver or other act by
      the
      Holder of an Down-MACRO Tradeable Share shall bind such Holder and every
      subsequent Holder of such share and of any share issued upon the registration
      of
      transfer thereof, in exchange therefor or in lieu thereof in respect of anything
      done or omitted to be done by the Trustee in reliance thereon, whether or not
      notation of such action is made upon such share.

     

            Section
      15.18 Merger
      and Integration.
      Except as specifically stated otherwise herein, this Trust Agreement sets forth
      the entire understanding of the parties relating to the subject matter hereof,
      and all prior understandings, written or oral, are superseded by this Trust
      Agreement. This Trust Agreement may not be modified, amended, waived or
      supplemented except as provided herein.

    
       

       


      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

    

     

            Section
      15.19 Headings.
      The headings herein are for purposes of reference only and shall not otherwise
      affect the meaning or interpretation of any provision
      hereof.



    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Depositor, the Trustee, the Administrative Agent and the
      Marketing Agent have caused this Trust Agreement to be duly executed by their
      respective officers as of the day and year first above written.

     

     

    MACRO
      SECURITIES DEPOSITOR, LLC, 

    as
      Depositor

     

    By:
      /s/ Samuel Masucci, III        

    Name:
      Samuel Masucci, III

    Title:
      President

     

    STATE
      STREET BANK AND TRUST 

    COMPANY,

    not
      in
      its individual capacity, but solely 

    as
      the
      Down-MACRO Tradeable Trustee

     

    By:
      /s/ Michael F. Rogers        

    Name:
      Michael F. Rogers

    Title:
      Executive Vice President

     

    MACROMARKETS
      LLC,

    as
      Administrative Agent

    
       

      By:
        /s/ Samuel Masucci, III        

      Name:
        Samuel Masucci, III

      Title:
        President

       


    

    MACRO
      FINANCIAL, LLC,

    as
      Marketing Agent

     

    By:
      /s/ Samuel Masucci, III        

    Name:
      Samuel Masucci, III

    Title:
      Chief Executive Officer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      A

     

     

    FORM
      OF
      GLOBAL CERTIFICATE

     

    CERTIFICATE
      OF BENEFICIAL INTEREST

     

    -Evidencing-

     

    All
      Undivided Interests

     

    -in-

     

    


    


    


    MACROSHARES
      OIL DOWN TRADEABLE TRUST


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    


    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT
      FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    TRANSFERS
      OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
      TO
      NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
      TRANSFERS OF PORTIONS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE
      IN
      ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
      AGREEMENT.



    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    


    This
      is
      to certify that CEDE & CO. is the owner and registered holder of this
      Certificate, which is one of a duly authorized issue of Certificates designated
      as MACROshares Oil Down Tradeable Share Certificates (the "Certificates")
      evidencing in the aggregate the ownership of all issued and outstanding
      MACROshares Oil Down Tradeable Shares ("Shares"),
      each
      of which represents a fractional undivided interest in the MACROshares Oil
      Down
      Tradeable Trust ("Trust"),
      created under the laws of the State of New York by the Second Amended and
      Restated MACROshares Oil Down Tradeable Trust Agreement, dated as of August
      27,
      2007, among Macro Securities Depositor, LLC, as depositor (the "Depositor"),
      State
      Street Bank and Trust Company, as successor to Investors Bank & Trust
      Company), as trustee (the "Trustee"),
      MacroMarkets LLC, as administrative agent (in such capacity, the "Administrative
      Agent"),
      and
      Macro Financial, LLC, as marketing agent (in such capacity, the "Marketing
      Agent")
      (hereinafter, the "Agreement"),
      copies of which are available at the offices of the Trustee. 

     

    At
      any
      given time the Certificates shall represent all undivided interests in the
      Trust, which shall be the total number of Shares that are outstanding at such
      time. The Agreement provides for the issuance of additional Shares from time
      to
      time as part of an issuance of one or more units which constitutes 50,000
      MACROshares Oil Down shares (the "Down
      MACRO Holding Shares")
      and
      50,000 MACROshares Oil Up Holding Shares (the "Up
      MACRO Holding Shares"),
      which
      represent a fractional undivided interest in the MACROshares Oil Down Holding
      Trust and the MACROshares Oil Up Holding Trust (the "Paired
      Holding Trusts"),
      respectively, or integral thereof, and the concurrent exchange of the Down-MACRO
      Holding Shares to the Shares and the Up MACRO Holding Shares to MACROshares
      Oil
      Up Tradeable Shares (the "Up
      MACRO Tradeable Shares"),
      which
      represent a fractional undivided interest in the MACROshares Oil Up Tradeable
      Trust. In addition, the Agreement provides for the discretionary one-to-one
      exchange of existing Down MACRO Holding Shares into the Shares, in 50,000
      increments of the Down-MACRO Holding Shares. 

     

    The
      Depositor hereby grants and conveys all of its rights, title and interest in
      and
      to the Trust to the extent of the undivided interest represented hereby to
      the
      registered holder of this Certificate subject to and in pursuance of the
      Agreement, all the terms, conditions and covenants of which are incorporated
      herein as if fully set forth at length.

     

    The
      Register holder of the Shares on each Record Date is entitled to receive
      quarterly distributions out of the funds the Trust receives from the Down-MACRO
      Holding Trust, to the extent and subject to the limitations set forth in the
      Agreement, on the third Business Day of each April, July, October and January
      of
      each year, commencing in January of 2006. In addition, such holder is entitled
      at any Business Day, upon tender of the Shares represented by this Certificate
      in increments of 50,000 Shares, together with the tender of Up MACRO Tradeable
      Shares in the same number, endorsed in blank or accompanied by all necessary
      instruments of assignment and transfer in proper form, to the Administrative
      Agent, to exchange such shares into Down-MACRO Holding Shares and Up MACRO
      Holding Shares, respectively, and concurrently redeem the exchanged shares,
      upon
      payment of any tax or other governmental charges, to receive, at the time and
      in
      the manner provided in the Agreement, such holder's ratable portion of the
      assets of the Down-MACRO Holding Trust for the shares tendered. The Register
      holder of the Shares can also exchange its Shares into Down-MACRO Holding Shares
      in increments of 50,000 Shares.

     

    The
      holder of the Shares represented by this Certificate, by virtue of the purchase
      and acceptance hereof, assents to and shall be bound by the terms of the
      Agreement, copies of which are on file and available for inspection at
      reasonable times during business hours at the Corporate Trust Office, to which
      reference is made for all the terms, conditions and covenants
      thereof.


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    The
      Trustee may deem and treat the person in whose name this Certificate is
      registered upon the books of the Trustee as the owner hereof for all purposes
      and the Trustee shall not be affected by any notice to the
      contrary.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Trustee, the Administrative Agent and the Marketing Agent and the rights of
      the
      shareholders under the Agreement at any time by the Depositor and the Trustee
      with the consent of the shareholders of a majority of the Down-MACRO Aggregate
      Par Amount. Any such consent by the shareholders shall be conclusive and binding
      on such shareholders and upon all future shareholders represented by this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the
      shareholders.

     

    The
      trustee will not enter into any amendment or modification which would alter
      the
      status of the Trust as a grantor trust for federal income tax purposes or cause
      any of the MACRO Trusts to be required to register as an investment company
      under the Investment Company Act of 1940, as amended, or to be regulated as
      a
      commodity pool under the Commodity Exchange Act, as amended or which would
      change the calculation of underlying value.

     

    The
      Register holder of the Shares shall be entitled, in addition to its voting
      rights as to the Trust, to direct the Trustee in the exercise of the voting
      rights associated with the Down-MACRO Holding Shares held on deposit in the
      Trust, in accordance with and subject to the provisions of the Agreement.


     

    This
      Certificate, is executed and delivered by MACRO Securities Depositor, LLC as
      the
      Depositor in the exercise of the powers and authority conferred and vested
      in it
      by the Agreement. The representations, undertakings and agreements made on
      the
      part of the Trust in this Certificate are made and intended not as personal
      representations, undertakings and agreements by MACRO Securities Depositor,
      LLC
      but are made and intended for the purpose of binding only the Trust. Nothing
      in
      this Certificate shall be construed as creating any liability on MACRO
      Securities Depositor, LLC individually or personally, to fulfill any
      representation, undertaking or agreement other than as provided in the Agreement
      or this Certificate.

     

    This
      Certificate shall not become valid or binding for any purpose until properly
      executed by the Trustee and the Depositor under the Agreement.

     

    THIS
      CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH,
      AND
      GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

     

    Terms
      not
      defined herein will have the same meaning as in the Agreement.

     



    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, MACRO Securities Depositor, LLC, as Depositor, has caused
      this
      Certificate to be duly executed.

     

    


    MACRO
      SECURITIES DEPOSITOR,

    as
      Depositor

    


    By:_____________________________

    AUTHORIZED
      OFFICER

    


    Dated:
      ___________, 2007

     

    CERTIFICATE
      OF AUTHENTICATION

     

    


    THIS
      IS
      ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN- MENTIONED TRUST
      AGREEMENT.

     

    


    STATE
      STREET BANK AND TRUST COMPANY,

    as
      Trustee

    


    By:_____________________________

    AUTHORIZED
      SIGNATORY

    


    Dated:
      ___________, 2007

    


    



    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      B

     

     

    FORM
      OF
      PARTICIPANTS AGREEMENT

     

    


    Filed
      as
      Exhibit 4.3 to this Registration Statement


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

     

    FORM
      OF
      MACRO LICENSING AGREEMENT

     

    


    Filed
      as
      Exhibit 4.7 to this Registration Statement

    




    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      D

     

     

    NYMEX
      SUBLICENSING AGREEMENT

     

    


    Filed
      as
      Exhibit 4.8 to this Registration Statement


    
      
        
        

      

      
        D-1