EXHIBIT
      4.1.2

     

    
      

      

    

     

    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
      HOLDING TRUST AGREEMENT


    


    
      

      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF
      CONTENTS

     

    Page

    
      	 
	
              ARTICLE
                1

            
	 
	
              DEFINITIONS

            
	 
	
              Section
                1.1

            	
              Definitions

            	
              2

            
	
              Section
                1.2

            	
              Other
                Definitional Provisions

            	
              21

            
	 
	
              ARTICLE
                2

            
	 
	
              FORM
                OF THE CERTIFICATES;

            
	
              DELIVERY
                AND REGISTRATION OF TRANSFER

            
	
              OF
                DOWN-MACRO HOLDING SHARES

            
	 
	
              Section
                2.1

            	
              Redemption
                of Founders' Shares

            	
              22

            
	
              Section
                2.2

            	
              Acceptance
                by Trustee

            	
              22

            
	
              Section
                2.3

            	
              Limited
                Purpose of the Down-MACRO Holding Trust

            	
              23

            
	
              Section
                2.4

            	
              Representations
                and Warranties of the Depositor

            	
              23

            
	
              Section
                2.5

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

            	
              25

            
	 
	
              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

            	
              29

            
	
              Section
                3.2

            	
              Representations,
                Warranties and Covenants of the Trustee

            	
              30

            
	
              Section
                3.3

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

            	
              32

            
	
              Section
                3.4

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

            	
              33

            
	
              Section
                3.5

            	
              Establishment
                of the Securities Account

            	
              36

            
	
              Section
                3.6

            	
              Establishment
                of the Distribution Account

            	
              37

            
	
              Section
                3.7

            	
              Establishment
                of the Netting Account

            	
              38

            
	
              Section
                3.8

            	
              Establishment
                of the Fee Payment Account

            	
              39

            
	 
	
              ARTICLE
                4

            
	 
	
              CALCULATIONS

            
	 
	
              Section
                4.1

            	
              Calculations
                on Price Determination Days

            	
              40

            
	
              Section
                4.2

            	
              Calculation
                of Intraday Indicative Values

            	
              40

            
	
              Section
                4.3

            	
              Calculation
                of Income Distribution Payments and Settlement Payments

            	
              41

            
	 


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    


    
      	
              ARTICLE
                5

            
	 
	
              DISTRIBUTIONS
                ON THE DOWN-MACRO HOLDING SHARES

            
	 
	
              Section
                5.1

            	
              Rights
                of Holders of the Down-MACRO Holding Shares

            	
              41

            
	
              Section
                5.2

            	
              Priority
                of Payments

            	
              42

            
	
              Section
                5.3

            	
              Payment
                of Expenses

            	
              43

            
	
              Section
                5.4

            	
              Payment
                of Fees

            	
              44

            
	
              Section
                5.5

            	
              Payments
                under the Income Distribution Agreement

            	
              45

            
	
              Section
                5.6

            	
              Payments
                under the Settlement Contracts

            	
              45

            
	 
	
              ARTICLE
                6

            
	 
	
              REDEMPTIONS
                AND ISSUANCES OF HOLDING SHARES; 

            
	
              THE
                ADMINISTRATION AND REINVESTMENT OF THE ELIGIBLE
                TREASURIES

            
	 	 	 
	
              Section
                6.1

            	
              Paired
                Optional Redemptions

            	
              46

            
	
              Section
                6.2

            	
              Paired
                Issuances

            	
              48

            
	
              Section
                6.3

            	
              Settlement
                of the Settlement Contracts; Adjustments to the Notional Amount of
                the
                Income Distribution Agreement

            	
              50

            
	
              Section
                6.4

            	
              Settlement
                of Redemptions

            	
              51

            
	
              Section
                6.5

            	
              Settlement
                of Issuances

            	
              52

            
	
              Section
                6.6

            	
              Suspension
                or Delay of Settlement

            	
              52

            
	
              Section
                6.7

            	
              The
                Participants Agreement

            	
              53

            
	
              Section
                6.8

            	
              Administration
                of Eligible Treasuries

            	
              53

            
	 
	
              ARTICLE
                7

            
	 
	
              CAPITAL
                ACCOUNTS OF HOLDERS

            
	
              AND
                OPERATION THEREOF; TAX ALLOCATIONS

            
	 
	
              Section
                7.1

            	
              Capital
                Contributions

            	
              55

            
	
              Section
                7.2

            	
              Capital
                Accounts; Allocations

            	
              55

            
	
              Section
                7.3

            	
              Regulatory
                and Related Allocations

            	
              57

            
	
              Section
                7.4

            	
              Transfer
                of or Change in Down-MACRO Holding Shares

            	
              58

            
	
              Section
                7.5

            	
              Tax
                Allocations

            	
              58

            
	
              Section
                7.6

            	
              Determination
                of Certain Matters

            	
              60

            
	
              Section
                7.7

            	
              No
                Deficit Makeup

            	
              60

            
	
              Section
                7.8

            	
              U.S.
                Partnership Tax Treatment

            	
              61

            
	
              Section
                7.9

            	
              Definitions

            	
              61

            
	 
	
              ARTICLE
                8

            
	 
	
              REPORTING

            
	 
	
              Section
                8.1

            	
              Calculations
                for the Down-MACRO Holding Shares

            	
              62

            
	
              Section
                8.2

            	
              Periodic
                Reports

            	
              64

            
	
              Section
                8.3

            	
              Form
                8-K Disclosure

            	
              65

            
	
              Section
                8.4

            	
              Disclosure
                Controls and Procedures

            	
              66

            
	
              Section
                8.5

            	
              Trust
                Accounting Agent Responsibilities

            	
              66

            
	 


    


    
      
        
        

      

      
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              ARTICLE
                9

            
	 
	
              OTHER
                MATTERS RELATING TO THE DEPOSITOR

            
	 
	
              Section
                9.1

            	
              Liability
                of the Depositor

            	
              66

            
	
              Section
                9.2

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

            	
              66

            
	
              Section
                9.3

            	
              Liabilities;
                Indemnification

            	
              67

            
	 
	
              ARTICLE
                10

            
	 
	
              MATTERS
                RELATING TO THE

            
	
              ADMINISTRATIVE
                AGENT AND THE MARKETING AGENT

            
	 
	
              Section
                10.1

            	
              Role
                of the Administrative Agent

            	
              68

            
	
              Section
                10.2

            	
              Liability
                of the Administrative Agent

            	
              68

            
	
              Section
                10.3

            	
              Limitation
                on Liability of the Administrative Agent

            	
              68

            
	
              Section
                10.4

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

            	
              68

            
	
              Section
                10.5

            	
              Delegation
                of Duties by Administrative Agent; Assignment of Fees

            	
              69

            
	
              Section
                10.6

            	
              Resignation
                or Removal of Administrative Agent

            	
              69

            
	
              Section
                10.7

            	
              Role
                of the Marketing Agent

            	
              70

            
	
              Section
                10.8

            	
              Liability
                of the Marketing Agent

            	
              70

            
	
              Section
                10.9

            	
              Limitation
                on Liability of the Marketing Agent

            	
              70

            
	
              Section
                10.10

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

            	
              71

            
	
              Section
                10.11

            	
              Delegation
                of Duties by Marketing Agent; Assignment of Fees

            	
              71

            
	 
	
              ARTICLE
                11

            
	 
	
              EARLY
                TERMINATION

            
	 
	
              Section
                11.1

            	
              Termination
                Triggers

            	
              72

            
	 
	
              ARTICLE
                12

            
	 
	
              TRUSTEE
                TERMINATION EVENTS

            
	 
	
              Section
                12.1

            	
              Trustee
                Termination Events

            	
              74

            
	
              Section
                12.2

            	
              Force
                Majeure

            	
              75

            
	
              Section
                12.3

            	
              Notification
                to Holders of the Down-MACRO Holding Shares

            	
              75

            
	 
	
              ARTICLE
                13

            
	 
	
              THE
                TRUSTEE

            
	 
	
              Section
                13.1

            	
              Duties
                of Trustee

            	
              75

            
	
              Section
                13.2

            	
              Rights
                of the Trustee

            	
              77

            
	
              Section
                13.3

            	
              Trustee
                Not Liable for Recitals in Down-MACRO Holding Shares

            	
              78

            
	
              Section
                13.4

            	
              Holders
                May Direct Trustee

            	
              78

            
	
              Section
                13.5

            	
              Compensation

            	
              78

            
	
              Section
                13.6

            	
              Indemnification

            	
              78

            


    


    
      
        
        

      

      
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              Section
                13.7

            	
              Eligibility
                Requirements

            	
              79

            
	
              Section
                13.8

            	
              Resignation
                or Removal of Trustee

            	
              79

            
	
              Section
                13.9

            	
              Successor
                Trustee

            	
              80

            
	
              Section
                13.10

            	
              Merger
                or Consolidation

            	
              80

            
	
              Section
                13.11

            	
              Appointment
                of Co-Trustee or Separate Trustee

            	
              81

            
	
              Section
                13.12

            	
              Books,
                Records; Taxes; Audit

            	
              82

            
	
              Section
                13.13

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

            	
              83

            
	
              Section
                13.14

            	
              Suits
                for Enforcement

            	
              83

            
	
              Section
                13.15

            	
              Maintenance
                of Office or Agency

            	
              83

            
	 
	
              ARTICLE
                14

            
	 
	
              TERMINATION

            
	 
	
              Section
                14.1

            	
              Termination
                of Trust

            	
              84

            
	 
	
              ARTICLE
                15

            
	 
	
              MISCELLANEOUS
                PROVISIONS

            
	 
	
              Section
                15.1

            	
              Amendment;
                Waiver of Past Defaults and Termination

            	
              84

            
	
              Section
                15.2

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

            	
              86

            
	
              Section
                15.3

            	
              Prospectus
                Delivery

            	
              86

            
	
              Section
                15.4

            	
              Protection
                of Right, Title and Interest to Trust Assets

            	
              87

            
	
              Section
                15.5

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

            	
              87

            
	
              Section
                15.6

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

            	
              88

            
	
              Section
                15.7

            	
              MACRO
                Licensing Agreement

            	
              89

            
	
              Section
                15.8

            	
              Governing
                Law; Jurisdiction

            	
              89

            
	
              Section
                15.9

            	
              Notices

            	
              89

            
	
              Section
                15.10

            	
              Severability
                of Provisions

            	
              90

            
	
              Section
                15.11

            	
              Down-MACRO
                Holding Shares Nonassessable and Fully Paid

            	
              91

            
	
              Section
                15.12

            	
              Further
                Assurances

            	
              91

            
	
              Section
                15.13

            	
              Non-Petition
                Covenant; No Proceedings

            	
              91

            
	
              Section
                15.14

            	
              No
                Waiver; Cumulative Remedies

            	
              91

            
	
              Section
                15.15

            	
              Counterparts

            	
              91

            
	
              Section
                15.16

            	
              Third-Party
                Beneficiaries

            	
              91

            
	
              Section
                15.17

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

            	
              92

            
	
              Section
                15.18

            	
              Merger
                and Integration

            	
              92

            
	
              Section
                15.19

            	
              Headings

            	
              92

            


    

    



    
      
        
        

      

      
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    EXHIBITS

     

    
      	
              EXHIBIT
                A

            	
              FORM
                OF DOWN-MACRO HOLDING SHARE

            
	
              EXHIBIT
                B

            	
              FORM
                OF INCOME DISTRIBUTION AGREEMENT

            
	
              EXHIBIT
                C

            	
              FORM
                OF SETTLEMENT CONTRACT

            
	
              EXHIBIT
                D

            	
              FORM
                OF PARTICIPANTS AGREEMENT

            
	
              EXHIBIT
                E

            	
              FORM
                OF MACRO LICENSING AGREEMENT

            
	
              EXHIBIT
                F

            	
              FORM
                OF NYMEX SUBLICENSING AGREEMENT

            
	
              EXHIBIT
                G

            	
              MARKETING
                AGENT DUTIES

            
	
              EXHIBIT
                H

            	
              AFFILIATED
                PERSON VERIFICATION GUIDELINES

            


    

    


    



    
      
        
        

      

      
        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, as marketing agent (in such capacity, also the
      "Marketing
      Agent").

     

    WHEREAS,
      the Depositor and the Trustee have 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
      Holding Trust" and which is hereby being renamed the "MACROshares
      Oil Down Holding Trust;"
      and is
      hereafter referred to as the “Down-MACRO
      Holding Trust”);
      

     

    WHEREAS,
      concurrently with the formation of the Down-MACRO Holding Trust, the Depositor
      and the Trustee also 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 Up Holding Trust"
      (and which is hereby being renamed the “MACROshares Oil Up Holding Trust,” and
      is hereafter referred to as the "Up-MACRO
      Holding Trust");
      and

     

    WHEREAS,
      the parties amended and restated in its entirety the original trust agreement
      for the Down-MACRO Holding Trust on November 24, 2006 to provide for the
      issuance of shares which were originally called the "Claymore MACROshares Oil
      Down Holding Shares" (and which are hereby being renamed the “MACROshares Oil
      Down Holding Shares” and referred to herein as the "Down-MACRO
      Holding Shares")
      and to
      specify, among other things, the respective powers and duties of the Trustee,
      the Administrative Agent, the Marketing Agent and the Depositor; and the parties
      to the original trust agreement for the Up-MACRO Holding Trust concurrently
      amended and restated such agreement to provide for the issuance of shares which
      were originally called the "Claymore MACROshares Oil Up Holding Shares" (and
      which are thereby being renamed the “MACROshares Oil Up Holding Shares” and
      referred to herein as the "Up-MACRO
      Holding Shares"
      and,
      together with the Down-MACRO Holding Shares, the "Paired
      Holding Shares"),
      and
      to make other related amendments; 

     

    WHEREAS,
      the parties further amended and restated the trust agreement on August 27,
      2007,
      to document the resignation of Claymore Securities, Inc. as a marketing agent
      and the name change of the Down-MACRO Holding Trust and the Down-MACRO Holding
      Shares; and the parties to the amended and restated trust agreement for the
      Up-MACRO Holding Trust concurrently amended and restated such agreement to
      document the resignation of Claymore Securities, Inc. as a marketing agent
      and
      the name change of the Up-MACRO Holding Trust and the Up-MACRO Holding Shares;
      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 Holding 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, and the parties to the second amended
      and
      restated trust agreement for the Up-MACRO Holding Trust intend concurrently
      to
      amend and restate such agreement to make the corresponding
      revisions.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      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.

       

      "Account"
        or
        "Accounts"
        shall
        mean any or all of the Securities Account, the Distribution Account, the
        Netting
        Account and/or the Fee Payment Account, as applicable.

       

      "Acquisition
        Guidelines"
        shall
        have the meaning set forth in Section
        6.8(a).

       

      "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.

       

      "Affiliated
        Person"
        shall
        have the meaning assigned to such term in Section 2(a)(3) of the Investment
        Company Act.

       

      "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.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      "Applicable
        Reference Price of Crude Oil"
        shall
        mean, the settlement price of the Light Sweet Crude Oil Futures Contract,
        as
        established and reported by NYMEX on a per barrel basis in U.S. dollars at
        the
        end of each Price Determination Day based upon the trading that has occurred
        in
        that contract by open outcry and that has been published to the consolidated
        tape or publicly disseminated; provided,
        that if
        NYMEX abandons its open outcry format for the Light Sweet Crude Oil Futures
        Contract, the Applicable Reference Price of Crude Oil shall be based on trading
        of the Light Sweet Crude Oil Futures Contract on the substitute electronic
        trading platform established by NYMEX, and, in the event that the NYMEX License
        has been terminated by NYMEX and MacroMarkets LLC and the Depositor have
        successfully negotiated a license with a Substitute Oil Price Provider, the
        settlement price for the Substitute Reference Oil Price that is established
        for
        each Price Determination Day, as provided in such license.

       

      "Applicable
        Reference Price Provider"
        shall
        mean NYMEX or the applicable Substitute Oil Price Provider.

       

      "Asset
        Allocation Percentage"
        shall
        have the meaning set forth in Section
        6.8
        of this
        Trust Agreement.

       

      "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.

       

      "Available
        Income"
        shall
        mean the Down-MACRO Available Income or the Up-MACRO Available Income, as
        applicable.

       

      "Bankruptcy
        Code"
        shall
        mean The Bankruptcy Reform Act of 1978, as amended from time to time, and
        at
        codified as 11 U.S.C. Section 101 et
        seq.

       

      "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).

       

      "Benefit
        Plan Investor"
        shall
        mean any (i) "employee benefit plan" (as defined in Section 3(3) of ERISA),
        that
        is subject to Title I of ERISA, (ii) "plan" (as defined in Section 4975(e)(1)
        of
        the Code), that is subject to Section 4975 of the Code, including individual
        retirement accounts and Keogh plans, or (iii) entity whose underlying assets
        include plan assets by reason of such an employee benefit plan's or plan's
        investment in such entity, including but not limited to insurance company
        general accounts.

       

      "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.

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      "Calculation
        Agency Agreement"
        shall
        mean the Calculation Agency Agreement, dated as of the date hereof, by and
        among
        the Trustee, the Up-MACRO Holding Trustee, the Down-MACRO Tradeable 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.

       

      "Calculation
        Period"
        shall
        mean with respect to any Distribution Date, the period from but excluding
        the
        second Business Day preceding the last Distribution Date (or, in the case
        of the
        first Distribution Date, from and including the first Issuance Date) to and
        including the second Business Day preceding the current Distribution Date
        (or,
        in the case of the last Distribution Date, to and including the Distribution
        Payment Date that follows the Final Scheduled Termination Date or Early
        Termination Date). The Calculation Period that precedes a particular
        Distribution Date is referred to herein as being "related" to such Distribution
        Date. 

       

      "Cash
        Netting Subaccount"
        shall
        have the meaning set forth in Section
        3.7(c)
        of this
        Trust Agreement.

       

      "CEAct"
        shall
        mean the Commodity Exchange Act, as amended. 

       

      "CFTC"
        shall
        mean the United States Commodity Futures Trading Commission.

       

      "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.

       

      "Custodian"
        shall
        mean State Street Bank and Trust Company (as successor to Investors Bank
&
Trust Company), in its capacity as custodian of the Trust Assets hereunder
        on
        behalf of the Down-MACRO Holding Trust.

       

      "Daily
        Fee Accrual Rate"
        shall
        mean, with respect to any date of determination until the second anniversary
        of
        the Closing Date, a rate equal to 1.60% per annum, and with respect to any
        date
        of determination during any succeeding year, 1.50% per annum, divided
        by,
        in each
        case, the actual number of days in the current calendar year (as calculated
        to
        the tenth decimal place). 

       

      "Daily
        Yield Rate"
        shall
        mean, with respect to any date of determination and each Eligible Treasury
        on
        deposit in the Down-MACRO Holding Trust or the Up-MACRO Holding Trust, as
        applicable, the applicable per annum Yield Rate for that Eligible Treasury
        divided
        by
        the
        actual number of days in the current calendar year (as calculated to the
        tenth
        decimal place). 

       

      "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).

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      "Depository"
        shall
        mean The Depository Trust Company, its nominees, and its successors and
        assigns.

       

      "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 Holding Trust, to the
        Depository.

       

      "Designated
        Maturity"
        shall
        mean, with respect to any date of determination and the NYMEX Division light
        sweet crude oil futures contract, the contract that matures during (i) the
        next
        succeeding calendar month if such date of determination occurs during the
        period
        from the first day of the current calendar month through and including the
        tenth
        Business Day of the current calendar month and (ii) the second calendar month
        succeeding the current calendar month if such date of determination occurs
        during the period from the eleventh Business Day of the current calendar
        month
        through the last day of the current calendar month. 

       

      "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
        Administration Fee"
        shall
        mean, with respect to any Distribution Date, the sum
        of, for
        each day during the related Calculation Period, an amount equal to a per
        annum
        rate of 0.10% multiplied
        by
        the
        Down-MACRO Asset Amount on such day, which shall be the fee payable to
        MacroMarkets LLC, for services rendered to the Down-MACRO Holding Trust and
        the
        Down-MACRO Tradeable Trust.

       

      "Down-MACRO
        Aggregate Par Amount"
        shall
        mean, with respect to any date of determination, the product
        of (i)
        the aggregate number of Down-MACRO Holding Shares that are Outstanding on
        such
        date and (ii) the Down-MACRO Stated Par Amount.

       

      "Down-MACRO
        Asset Amount"
        shall
        mean, (i) with respect to any Distribution Date, the aggregate amount of
        funds
        on deposit in the Down-MACRO Holding Trust on such Distribution Date, including,
        without limitation, all of the maturity proceeds of the Eligible Treasuries
        held
        by the Down-MACRO Holding Trust during the preceding Calculation Period,
        and
        (ii) with respect to any other date of determination occurring during a
        Calculation Period, an amount equal to: (A) the Down-MACRO Investment Amount
        plus
        (B) the
        sum
        of the Down-MACRO Available Income Accruals for each day that has elapsed
        during
        such Calculation Period (not including the date of determination) minus
        (C) the
        portion of those Down-MACRO Available Income Accruals that were distributed
        in
        connection with all Paired Optional Redemptions that have occurred during
        such
        Calculation Period prior to the date of determination plus
        (D) (x)
        the sum of the Income Component of each Down-MACRO Holding Share and the
        Income
        Component of each Up-MACRO Holding Share that was issued during such Calculation
        Period prior to the date of determination, divided
        by
        (y) 2,
        which represents the aggregate available income that would have accrued on
        the
        Aggregate Par Amount of the Down-MACRO Holding Shares that were created in
        such
        Paired Issuances if cash equal to that amount had been invested on the preceding
        Distribution Date.

       

      "Down-MACRO
        Available Income"
        shall
        mean with respect to any Distribution Date and the related Calculation Period,
        the funds remaining on deposit in the Distribution Account after payment
        priorities first
        through
fourth
        of
Section
        5.2(a)
        of the
        Down-MACRO Holding Trust Agreement have been satisfied in full.

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      "Down-MACRO
        Available Income Accrual"
        shall
        mean, on any date of determination occurring during any Calculation Period,
        (i)
        the sum
        of, for
        each Eligible Treasury on deposit in the Down-MACRO Holding Trust on such
        date,
        the product
        of (x)
        the purchase price at which the Down-MACRO Holding Trust acquired that Eligible
        Treasury (or the par amount of any Eligible Treasury that was not acquired
        at a
        discount) multiplied
        by
        (y) the
        Daily Yield Rate applicable to that Eligible Treasury minus
        (ii) the
        Down-MACRO Daily Fee Accrual. If the result of the foregoing calculation
        is a
        negative number then the Down-MACRO Available Income Accrual shall be equal
        to
        zero.

       

      "Down-MACRO
        Calculation Agent Fee"
        shall
        mean, with respect to any Distribution Date, the fee specified in the
        Calculation Agency Agreement, which shall be payable to the Calculation Agent
        for services rendered under the Calculation Agency Agreement to the Down-MACRO
        Holding Trust and the Down-MACRO Tradeable Trust.

       

      "Down-MACRO
        Daily Fee Accrual"
        shall
        mean, for any date of determination occurring during any Calculation Period,
        the
product
        of the
        Daily Fee Accrual Rate and the Down-MACRO Asset Amount on such day.

       

      "Down-MACRO
        Earned Income Accrual"
        shall
        mean, with respect to any date of determination occurring during any Calculation
        Period:

       

      
        	 	
                ·

              	
                if
                  on such date the Ending Level is below the Starting Level, the
                  Down-MACRO
                  Available Income Accrual for that date plus
                  the product
                  of
                  (i) the Up-MACRO Available Income Accrual for that date and (ii)
                  the Price
                  Level Percentage Change on that
                  date;

              


      

       

      
        	 	
                ·

              	
                if
                  on such date the Ending Level is above the Starting Level, the
                  Down-MACRO
                  Available Income Accrual for that date minus
                  the product
                  of
                  (i) such Down-MACRO Available Income Accrual and (ii) the Price
                  Level
                  Percentage Change on that date; and

              


      

       

      
        	 	
                ·

              	
                if
                  on such date the Ending Level is equal to the Starting Level, the
                  Down-MACRO Available Income Accrual for that
                  date;

              


      

       

      plus,
        if the
        date of determination is also an Issuance Date on which a Net Par Amount
        Increase occurred, the
        product
        of the
        number of Down-MACRO Holding Shares created on such date that are part of
        such
        Net Par Amount Increase and the Income Component of each such
        share,

       

      minus,
        if the
        date of determination is also a Redemption Date on which a Net Par Amount
        Decrease occurred, the
        product
        of the
        number of Down-MACRO Holding Shares redeemed on such date that are part of
        such
        Net Par Amount Decrease and the Income Component of each such
        share.

       

      The
        Down-MACRO Earned Income Accrual for each date of determination that is not
        a
        Price Determination Day shall be determined by reference to the Applicable
        Reference Price of Crude Oil on the last preceding Price Determination
        Day.

       

      The
        Down-MACRO Earned Income Accrual for each Calculation Period shall be equal
        to
        the sum
        of the
        Down-MACRO Earned Income Accruals for each day of that Calculation
        Period.

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      "Down-MACRO
        Expenses"
        shall
        have the meaning specified in Section
        5.3
        of the
        Down-MACRO Holding Trust Agreement.

       

      "Down-MACRO
        Fee Deduction Amount"
        shall
        mean, with respect to any Calculation Period, an amount equal to the
sum
        of, for
        each day during that Calculation Period, the Down-MACRO Asset Amount as of
        that
        day multiplied
        by
        the
        Daily Fee Accrual Rate.

       

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

       

      "Down-MACRO
        Holding Shares"
        shall
        have the meaning set forth in the Recitals to this Trust Agreement.


       

      "Down-MACRO
        Holding Trust"
        shall
        have the meaning set forth in the Recitals to this Trust Agreement.

       

      "Down-MACRO
        Holding Trust Agreement"
        shall
        mean the Second 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
        Income Distribution Payment"
        shall
        mean, with respect to any Distribution Date: 

       

      (i) if
        the
        Down-MACRO Earned Income Accrual for the preceding Calculation Period exceeds
        the Down-MACRO Available Income with respect to such Distribution Date, a
        payment equal to zero; and

       

      (ii) if
        the
        Down-MACRO Available Income with respect to such Distribution Date is greater
        than the Down-MACRO Earned Income Accrual for the preceding Calculation Period,
        a payment equal to the difference
        between
        such Down-MACRO Available Income and such Down-MACRO Earned Income
        Accrual.

       

      "Down-MACRO
        Investment Amount"
        shall
        mean, (i) with respect to any Distribution Date, an amount equal to the amount
        reinvested in Eligible Treasuries pursuant to Section
        5.2(a)(iv)
        of the
        Down-MACRO Holding Trust Agreement and (ii) with respect to any other date
        of
        determination occurring during any Calculation Period, an amount equal to
        the
        amount in clause
        (i) divided
        by
        the
        number of Down-MACRO Holding Shares Outstanding on that Distribution Date
        multiplied
        by
        the
        number of Down-MACRO Holding Shares Outstanding on that date of determination.
        

       

      "Down-MACRO
        Licensing Fee"
        shall
        mean, with respect to any Distribution Date, the sum of, for each day during
        the
        related Calculation Period, an amount equal to a per annum rate of 0.10%
        multiplied
        by
        the
        Down-MACRO Asset Amount on such day, which shall be payable to MacroMarkets
        LLC
        pursuant to the MACRO Licensing Agreement.

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      "Down-MACRO
        Marketing Fee"
        shall
        mean, with respect to any Distribution Date, the sum
        of, for
        each day during the related Calculation Period, an amount equal to a per
        annum
        rate of 0.35% multiplied
        by
        the
        Down-MACRO Asset Amount on such day, which shall be payable to MACRO Financial,
        LLC for services rendered by it to the Down-MACRO Holding Trust and the
        Down-MACRO Tradeable Trust in its capacity as Marketing Agent hereunder and
        under the Down-MACRO Tradeable Trust Agreement.

       

      "Down-MACRO
        Redemption Percentage"
        shall
        mean (i) with respect to any Redemption Date, a fraction, expressed as a
        percentage, the numerator of which is the aggregate number of Down-MACRO
        Holding
        Shares that are being redeemed on such date and the denominator of which
        is the
        aggregate number of Down-MACRO Holding Shares that are Outstanding on such
        date
        prior to giving effect to the Redemption Order placed on such Redemption
        Date
        and prior to giving effect to any Creation Orders that may also have been
        placed
        on such date and (ii) with respect to an Early Termination Date or the Final
        Scheduled Termination Date, 100%.

       

      "Down-MACRO
        Settlement Payment"
        shall
        mean, with respect to any Redemption Date, an Early Termination Date or the
        Final Scheduled Termination Date, an amount equal to:

       

      (a) if
        on the
        Redemption Order Date that precedes the relevant Redemption Date, the last
        Price
        Determination Day preceding such Early Termination Date, or the last Price
        Determination Day preceding the Final Scheduled Termination Date, the Down-MACRO
        Underlying Value is greater than or equal to the Down-MACRO Asset Amount
        on such
        date, zero; and

       

      (b) if
        on
        such Redemption Order Date, the last Price Determination Day preceding such
        Early Termination Date or the last Price Determination Day preceding the
        Final
        Scheduled Termination Date, the Down-MACRO Underlying Value is less than
        the
        Down-MACRO Asset Amount on such date, an amount equal to (i) the excess
        of such
        Down-MACRO Asset Amount over
        such
        Down-MACRO Underlying Value multiplied
        by (ii)
        the
        Down-MACRO Redemption Percentage for the related Redemption Date, for such
        Early
        Termination Date or the Final Scheduled Termination Date.

       

      "Down-MACRO
        SNIR Service Agent Fee"
        shall
        mean, with respect to any Distribution Date, the fee specified in the SNIR
        Service Agreement, which shall be payable to the SNIR Service Agent for services
        rendered under the SNIR Service Agreement to the Down-MACRO Holding Trust
        and
        the Down-MACRO Tradeable Trust.

       

      "Down-MACRO
        Stated Par Amount"
        shall
        mean the stated par amount of $60 per Down-MACRO Holding Share or per Down-MACRO
        Tradeable Share.

       

      "Down-MACRO
        Structuring Fee"
        shall
        mean, with respect to any Distribution Date, the sum of, for each day during
        the
        related Calculation Period, an amount equal to the product
        of a per
        annum rate of 0.20% and the Down-MACRO Asset Amount on such day, which shall
        be
        payable to MacroMarkets LLC for services rendered by it to the Down-MACRO
        Holding Trust and the Down-MACRO Tradeable Trust.

       

      "Down-MACRO
        Sublicensing Fee"
        shall
        mean, with respect to any Distribution Date, the sum
        of,
        for
        each day during the related Calculation Period, an amount equal to the
product
        of
        a per
        annum rate of 0.065% and the Down-MACRO Asset Amount on such day, which shall
        be
        payable to MacroMarkets LLC pursuant to the NYMEX Sublicensing
        Agreement.

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

      "Down-MACRO
        Tradeable 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 Tradeable Trust.

       

      "Down-MACRO
        Trustee Fee"
        shall
        mean such fees as have been agreed upon by the Trustee and the Depositor
        pursuant to a separate fee letter agreement, which shall be payable as provided
        in Section
        5.3
        and
Section
        5.4
        of this
        Trust Agreement.

       

      "Down-MACRO
        Underlying Value"
        shall
        mean, with respect to any Price Determination Day occurring during any
        Calculation Period: 

       

      (a) if
        the
        Ending Level is below the Starting Level, an amount equal to (i) the
sum
        of the
        Down-MACRO Earned Income Accruals for each day that has elapsed during such
        Calculation Period, up to and including the relevant Price Determination
        Day
plus
        (ii)
        the
        Down-MACRO Investment Amount on such day plus
        (iii)
        (x) such Up-MACRO Investment Amount for such day multiplied by
        (y) the
        Price Level Percentage Change for the Down-MACRO Holding Trust for such
        day;

       

      (b) if
        the
        Ending Level is above the Starting Level, an amount equal to (i) the
sum
        of the
        Down-MACRO Earned Income Accruals for each day that has elapsed during such
        Calculation Period, up to and including the relevant Price Determination
        Day
plus
        (ii)
        the
        Down-MACRO Investment Amount on such day minus
        (iii)
        (x) such Down-MACRO Investment Amount for such day multiplied
        by
        (y) the
        Price Level Percentage Change for the Up-MACRO Holding Trust for such day;
        and

       

      (c) if
        the
        Ending Level is equal to the Starting Level, an amount equal to the sum
        of the
        Down-MACRO Earned Income Accruals for each day that has elapsed during such
        Calculation Period, up to and including the relevant Price Determination
        Day
plus
        the
        Down-MACRO Investment Amount for such day. 

       

      The
        Down-MACRO Underlying Value for any Price Determination Day that is followed
        by
        one or more days that are not Price Determination Days will include the
        Down-MACRO Earned Income Accruals for each of these days, calculated on the
        basis of the Applicable Reference Price of Crude Oil on the current Price
        Determination Day. The Down-MACRO Underlying Value for each day that is not
        a
        Price Determination Day will be equal to the Down-MACRO Underlying Value
        on the
        last preceding Price Determination Day.

       

      "DTC"
        shall
        mean The Depository Trust Company.

       

      "DTC
        Participant"
        shall
        mean a participant of the Depository.

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


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

       

      "Eligible
        Deposit Account"
        shall
        mean either (a) a segregated non-interest bearing trust account with an Eligible
        Institution or (b) a segregated non-interest bearing trust account with the
        corporate trust department of a depository institution organized under the
        laws
        of the United States or any one of the states thereof, including the District
        of
        Columbia (or any domestic branch of a foreign bank), and acting as a trustee
        for
        funds deposited in such account, so long as any of the securities of such
        depository institution shall have a credit rating from a nationally recognized
        rating agency in one of its generic credit rating categories which signifies
        investment grade.

       

      "Eligible
        Institution"
        shall
        mean a depository institution (which may be the Trustee or an Affiliate thereof)
        organized under the laws of the United States or any one of the states thereof
        which at all times (i) has either (x) a long-term unsecured debt rating of
        "A2"
        or better by Moody's Investors Service, Inc. or (y) a certificate of deposit
        rating of "P-1" by Moody's Investors Service, Inc., (ii) has either (x) a
        long-term unsecured debt rating of "AAA" by Standard & Poor's Rating Service
        or (y) a certificate of deposit rating of "A-l+" by Standard & Poor's Rating
        Service and (iii) is a member of the Federal Deposit Insurance
        Corporation.

       

      "Eligible
        Treasury"
        shall
        mean (i) any Eligible Treasury Security or (ii) any Eligible Treasury Repurchase
        Agreement. 

       

      "Eligible
        Treasury Repurchase Agreement"
        shall
        mean any repurchase agreement (i) referencing Eligible Treasury Securities
        and
        under which the obligation of the seller thereof to repurchase such Eligible
        Treasury Securities is "fully collateralized" (as defined in Rule 5b-3 under
        the
        Investment Company Act) by such Eligible Treasury Securities, (ii) terminating
        within 24 hours following its execution, (iii) denominated in U.S. dollars,
        and
        (iv) entered into with a counterparty that is (x) a bank with at least 1
        billion
        U.S. dollars in assets or (y) a registered securities dealer that is deemed
        creditworthy by the Administrative Agent.

       

      "Eligible
        Treasury Security"
        shall
        mean any bill, note or bond issued and guaranteed by the United States
        Department of the Treasury that matures prior to the next scheduled Distribution
        Date. "Eligible Treasury Security" shall not include any treasury
        inflation-protected securities, I bonds, EE/E bonds, HH/H bonds or any other
        financial product of the United States Department of the Treasury that is
        issued
        as a physical certificate.

       

      "Ending
        Level"
        shall
        mean, with respect to any Price Determination Day, the Applicable Reference
        Price of Crude Oil on such Price Determination Day.

       

      "ERISA"
        shall
        mean the Employee Retirement Income Security Act of 1974, as
        amended.

       

      "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

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      (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.

       

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

       

      "Fee
        Payment Account"
        shall
        have the meaning specified in Section
        3.8(a)
        of this
        Trust Agreement.

       

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

       

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

       

      "Form
        8-K"
        shall
        mean a report on Form 8-K required to be filed pursuant to Section 13 or
        Section
        15(d) of the Exchange Act.

       

      "Form
        10-Q"
        shall
        mean the current quarterly report on Form 10-Q required to be filed pursuant
        to
        Section 13 or Section 15(d) of the Exchange Act.

       

      "Form
        10-K"
        shall
        mean the current annual report on Form 10-K required to be filed pursuant
        to
        Section 13 or Section 15(d) of the Exchange Act.

       

      "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., the former administrative agent hereunder, in exchange
        for the
        Initial Deposit.

       

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

       

      "Governmental
        Authority"
        shall
        mean any federal, state, local or foreign court or arbitrator or governmental
        department, commission, board, bureau, agency, authority, instrumentality
        or
        regulatory body.

       

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

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


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

       

      "Income
        Component"
        shall
        mean, for any Issuance Order Date or any Redemption Order Date occurring
        during
        any Calculation Period, the portion of the Per Share Underlying Value of
        each
        Down-MACRO or Up-MACRO Holding Share to be issued on the related Issuance
        Date
        or redeemed on the related Redemption Date that represents the Down-MACRO
        or
        Up-MACRO Earned Income Accrual allocable to such share during the period
        from
        the last preceding Distribution Date to such Issuance Order Date or Redemption
        Order Date, as applicable.

       

      "Income
        Distribution Agreement"
        shall
        mean the confirmation to the Master Agreement, substantially in the form
        attached hereto as Exhibit
        B,
        to be
        dated as of November 24, 2006, and each amendment thereto to be made in
        connection with each Issuance Date or Redemption Date, pursuant to which
        the
        Paired Holding Trusts will be obligated to make payments to each other on
        each
        Distribution Date based on the Down-MACRO Earned Income Accruals and Up-MACRO
        Earned Income Accruals, respectively, for the preceding Calculation
        Period.

       

      "Income
        Distribution Payment"
        shall
        mean, with respect to any Distribution Date, (i) if a payment is required
        to be
        made by the Down-MACRO Holding Trust to the Up-MACRO Holding Trust under
        the
        Income Distribution Agreement, a Down-MACRO Income Distribution Payment or
        (ii)
        if a payment is required to be made by the Up-MACRO Holding Trust to the
        Down-MACRO Holding Trust under the Income Distribution Agreement, an Up-MACRO
        Income Distribution Payment.

       

      "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.

       

      "Indirect
        Participant"
        shall
        mean a Person who is not a participant of the Depository but who is a Beneficial
        Owner through a DTC Participant, either directly or indirectly.

       

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

       

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

       

      "Issuance
        Date"
        shall
        have the meaning set forth in Section
        6.5(a)
        hereof.

       

      "Issuance
        Order Date"
        shall
        have the meaning set forth in Section
        6.2(b)
        hereof.

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      "Light
        Sweet Crude Oil Futures Contract"
        shall
        mean the NYMEX Division Light Sweet Crude Oil Futures Contract of the Designated
        Maturity.

       

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

       

      "MACRO
        Licensing Agreement"
        shall
        mean the licensing agreement, dated as of the date hereof, substantially
        in the
        form attached hereto as Exhibit
        E,
        among
        MacroMarkets LLC, the Down-MACRO Holding Trust, the Up-MACRO Holding Trust,
        the
        Down-MACRO Tradeable Trust and the Up-MACRO Tradeable Trust, pursuant to
        which
        MacroMarkets LLC shall license its patented MACROs technology to each of
        the
        MACRO Trusts.

       

      "MACRO
        Shares"
        shall
        mean, as the context requires, any or all of the Down-MACRO Holding Shares,
        the
        Up-MACRO Holding Shares, the Down-MACRO Tradeable Shares or the Up-MACRO
        Tradeable Shares, as applicable.

       

      "MACRO
        Trusts"
        shall
        mean, as the context requires, any or all of the Down-MACRO Holding Trust,
        the
        Up-MACRO Holding Trust, the Down-MACRO Tradeable Trust or the Up-MACRO Tradeable
        Trust, as applicable. 

       

      "MACRO
        Trustees"
        shall
        mean, as the context requires, any or all of the Down-MACRO Holding Trustee,
        the
        Up-MACRO Holding Trustee, the Down-MACRO Tradeable Trustee or the Up-MACRO
        Tradeable Trustee, as applicable.

       

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

       

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

       

      "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.

       

      "Master
        Agreement"
        shall
        mean the ISDA Master Agreement, dated as of November 24, 2006, between the
        Trustee, acting on behalf of the Down-MACRO Holding Trust and the Up-MACRO
        Holding Trustee, acting on behalf of the Up-MACRO Holding Trust, as amended
        and
        supplemented by the schedule relating thereto.

       

      "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 specified in Section
        3.7(a)
        of this
        Trust Agreement.

       

      "Net
        Par Amount Decrease"
        shall
        mean, with respect to any Business Day, the net decrease in the Down-MACRO
        Aggregate Par Amount, after giving effect to any Paired Issuances or Paired
        Optional Redemptions occurring on that Business Day. 

       

      "Net
        Par Amount Increase"
        shall
        mean, with respect to any Business Day, the net increase in the Down-MACRO
        Aggregate Par Amount, after giving effect to any Paired Issuances or Paired
        Optional Redemptions occurring on that Business Day. 

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      "New
        York City Time"
        shall
        mean the current local time in New York, New York.

       

      "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.

       

      "NYMEX
        License"
        shall
        mean the licensing agreement, dated as of November 22, 2006, between
        MacroMarkets LLC and NYMEX, pursuant to which NYMEX will license to MacroMarkets
        LLC the right to use and sublicense the settlement price of the Light Sweet
        Crude Oil Futures Contract.

       

      "NYMEX
        Sublicensing Agreement"
        shall
        mean the sublicensing agreement, dated as of November 22, 2006, in substantially
        the form attached hereto as Exhibit
        F,
        between
        MacroMarkets LLC and the Depositor, pursuant to which MacroMarkets LLC will
        sublicense to the Depositor and the MACRO Trusts the right to use the settlement
        price of the Light Sweet Crude Oil Futures Contract in connection with
        calculating and making distributions on the MACRO Shares.

       

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

       

      "Opinion
        of Counsel"
        shall
        mean a written opinion of counsel, who may be counsel for, or an employee
        of,
        the Person providing the opinion and which opinion shall be reasonably
        acceptable to the Trustee.

       

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

       

      "Paired
        Holding Shares"
        shall
        have the meaning set forth in the Recitals to this Trust Agreement.

       

      "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.

       

      "Participant
        Custodian Account"
        shall
        have the meaning set forth in the Participants Agreement.

       

      "Participants
        Agreement"
        shall
        mean the participants agreement, dated as of November 24, 2006, substantially
        in
        the form attached hereto as Exhibit
        D,
        entered
        into among the Depositor, the 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.

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      "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. 

       

      "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.

       

      "Price
        Determination Day"
        shall
        mean each day on which the Applicable Reference Price of Crude Oil is
        established.

       

      "Price
        Level Percentage Change"
        shall
        mean, with respect to each Price Determination Day, the absolute value of
        (x)
        the Ending Level on such Price Determination Day minus
        the
        Starting Level divided
        by
        (y) the
        Starting Level.

       

      "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.

       

      "Qualified
        Institutional Buyer"
        shall
        have the meaning assigned thereto in the definition thereof contained in
        Rule
        144A under the Securities Act, and shall generally include any of the entities
        listed in such definition, acting for its own account or the accounts of
        other
        qualified institutional buyers, that in the aggregate owns and invests on
        a
        discretionary basis at least $100 million in securities of issuers that are
        not
        affiliated with such entity, as calculated in accordance with Rule
        144A.

       

      "Quarterly
        Distribution"
        shall
        mean with respect to each Distribution Date, the distribution to be made
        to the
        Holders of the Down-MACRO Holding Shares that are Outstanding on the
        Distribution Date pursuant to priority sixth
        of
Section
        5.2(a),
        which
        shall consist of the cash on deposit in the Down-MACRO Holding Trust after
        it
        makes or receives a payment under the Income Distribution Agreement and makes
        all other payments or investments in Eligible Treasuries that it is required
        to
        make pursuant to such 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
        Cash Component"
        shall
        have the meaning set forth in Section
        6.1(d)(ii)
        hereof.

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      "Redemption
        Date"
        shall
        have the meaning set forth in Section
        6.4
        of this
        Trust Agreement.

       

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

       

      "Redemption
        Order Date"
        shall
        have the meaning set forth in Section
        6.1(b)
        of this
        Trust Agreement.

       

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

       

      "Registration
        Statement"
        means
        the registration statement, file no. 333-135120, 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.

       

      "Requirements
        of Law"
        shall
        mean with respect to any Person, the certificate of incorporation, articles
        of
        incorporation or articles of association and by-laws or other organizational
        or
        governing documents of such Person, and any law, treaty, rule or regulation,
        or
        determination of an arbitrator or other Governmental Authority, in each case
        applicable to or binding upon such Person or to which such Person is subject,
        whether federal, state or local.

       

      "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.

       

      "Settlement
        Contract"
        shall
        mean each confirmation, substantially in the form attached hereto as
Exhibit
        C,
        designated as a "Settlement Contract," referencing the Master Agreement,
        relating to one MACRO Unit of Paired Holding Shares, dated as of the date
        on
        which such MACRO Unit was issued by the Paired Holding Trusts and providing
        for
        payments between the Paired Holding Trusts on the Final Scheduled Termination
        Date, an Early Termination Date or a Redemption Date, which payments are
        calculated by reference to the Down-MACRO Underlying Value and the Up-MACRO
        Underlying Value on the last Price Determination Day preceding the Final
        Scheduled Termination Date, on the last Price Determination Day preceding
        an
        Early Termination Date or on the relevant Redemption Date, as
        applicable.

       

      "Settlement
        Payment"
        shall
        mean a Down-MACRO Settlement Payment or an Up-MACRO Settlement Payment, as
        applicable.

       

      "Share
        Netting Subaccount"
        shall
        have the meaning set forth in Section
        3.7(d)
        of this
        Trust Agreement.

       

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

       

      "SNIR
        Service Agreement"
        shall
        mean the Street Name Investors Report Service Agreement, dated as of November
        22, among the Trustee, acting on behalf of the Down-MACRO Holding Trust,
        the
        Up-MACRO Holding Trustee, acting on behalf of the Up-MACRO Holding Trust
        and
        Wall Street Concepts, Inc., as amended and restated from time to
        time.

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      "SNIR
        Service Agent"
        shall
        mean Wall Street Concepts, Inc. in its role as the service agent under the
        SNIR
        Service Agreement.

       

      "Starting
        Level"
        shall
        mean $60.

       

      "Substitute
        Oil Price Provider"
        means
        the Dow Jones Energy Service or any other price provider selected by the
        Holders
        pursuant to Section
        15.1(c)
        of this
        Trust Agreement and Section
        15.1(c)
        of the
        Up-MACRO Holding Trust Agreement.

       

      "Substitute
        Reference Oil Price"
        shall
        mean, with respect to any Price Determination Day, the spot price for West
        Texas
        Intermediate Oil generated by the Dow Jones Energy Service or, if the Depositor
        is unable to obtain a license for the spot price for West Texas Intermediate
        Oil, the Light Louisiana Sweet Crude Oil also generated by the Dow Jones
        Energy
        Service. In the event that the Depositor is unable to obtain a license from
        the
        Dow Jones Energy Service, the crude oil price generated or determined by
        another
        Substitute Oil Price Provider. 

       

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

       

      "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 Up-MACRO Holding Trust Agreement, the Master
        Agreement, the Income Distribution Agreement, the Settlement Contracts, the
        Participants Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing
        Agreement, the SNIR Service Agreement and the Calculation Agency
        Agreement.

       

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

       

      "Trust
        Accounting Agent"
        shall
        mean Investors Bank & Trust Company, in its capacity as a calculation and
        accounting agent pursuant to Section
        4.1
        and
Section
        8.1
        of this
        Trust Agreement.

       

      "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.

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      "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.

       

      "Trustees"
        shall
        mean, collectively, the Trustee and the Up-MACRO Holding Trustee.

       

      "UCC"
        shall
        mean the Uniform Commercial Code as amended and in effect from time to time
        in
        the State of New York.

       

      "Up-MACRO
        Aggregate Par Amount"
        shall
        mean, with respect to any date of determination, the product
        of (i)
        the aggregate number of Up-MACRO Holding Shares that are Outstanding on such
        date and (ii) the Up-MACRO Stated Par Amount. 

       

      "Up-MACRO
        Asset Amount"
        shall
        mean, (i) with respect to any Distribution Date, the aggregate amount of
        funds
        on deposit in the Up-MACRO Holding Trust on such Distribution Date, including,
        without limitation, all of the maturity proceeds of the Eligible Treasuries
        held
        by the Up-MACRO Holding Trust during the preceding Calculation Period, and
        (ii)
        with respect to any other date of determination occurring during a Calculation
        Period, an amount equal to: (A) the Up-MACRO Investment Amount plus
        (B) the
        sum
        of the Up-MACRO Available Income Accruals for each day that has elapsed during
        such Calculation Period (not including the date of determination) minus
        (C) the
        portion of those Up-MACRO Available Income Accruals that were distributed
        in
        connection with all Paired Optional Redemptions that have occurred during
        such
        Calculation Period prior to the date of determination, plus
        (D) (x)
        the sum of the Income Component of each Up-MACRO Holding Share and the Income
        Component of each Down-MACRO Holding Share that was issued during such
        Calculation Period prior to the date of determination, divided
        by
        (y) 2,
        which represents the aggregate available income that would have accrued on
        the
        Aggregate Par Amount of the Up-MACRO Holding Shares that were created in
        such
        Paired Issuances if cash equal to that amount had been invested on the preceding
        Distribution Date.

       

      "Up-MACRO
        Available Income"
        shall
        mean with respect to any Distribution Date and the related Calculation Period,
        the funds remaining on deposit in the Distribution Account after payment
        priorities first
        through
fourth
        of
Section
        5.2(a)
        hereof
        have been satisfied in full. 

       

      "Up-MACRO
        Available Income Accrual"
        shall
        mean, on any date of determination occurring during any Calculation Period,
        (i)
        the sum
        of, for
        each Eligible Treasury on deposit in the Up-MACRO Holding Trust on such date,
        the product
        of (x)
        the purchase price at which the Up-MACRO Holding Trust acquired that Eligible
        Treasury (or the par amount of any Eligible Treasury that was not acquired
        at a
        discount) multiplied
        by
        (y) the
        Daily Yield Rate applicable to that Eligible Treasury minus
        (ii) the
        Up-MACRO Daily Fee Accrual. If the result of the foregoing calculation is
        a
        negative number then the Up-MACRO Available Income Accrual shall be equal
        to
        zero.

       

      "Up-MACRO
        Daily Fee Accrual"
        shall
        mean, for any date of determination occurring during any Calculation Period,
        the
product
        of the
        Daily Fee Accrual Rate and the Up-MACRO Asset Amount on such day.

       

      "Up-MACRO
        Earned Income Accrual"
        shall
        mean, with respect to any date of determination occurring during any Calculation
        Period:

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      
        	 	
                ·

              	
                if
                  on such date the Ending Level is above the Starting Level, the
                  Up-MACRO
                  Available Income Accrual for that date plus
                  the product
                  of
                  (i) the Down-MACRO Available Income Accrual for that date and (ii)
                  the
                  Price Level Percentage Change on that
                  date;

              


      

       

      
        	 	
                ·

              	
                if
                  on such date the Ending Level is below the Starting Level, the
                  Up-MACRO
                  Available Income Accrual for that date minus
                  the product
                  of
                  (i) such Up-MACRO Available Income Accrual and (ii) the Price Level
                  Percentage Change on that date; and

              


      

       

      
        	 	
                ·

              	
                if
                  on such date the Ending Level is equal to the Starting Level, the
                  Up-MACRO
                  Available Income Accrual for that
                  date;

              


      

       

      plus,
        if the
        date of determination is also an Issuance Date on which a Net Par Amount
        Increase occurred, the
        product
        of the
        number of Up-MACRO Holding Shares created on such date that are part of such
        Net
        Par Amount Increase and the Income Component of each such share,

       

      minus,
        if the
        date of determination is also a Redemption Date on which a Net Par Amount
        Decrease occurred, the
        product
        of the
        number of Up-MACRO Holding Shares redeemed on such date that are part of
        such
        Net Par Amount Decrease and the Income Component of each such
        share.

       

      The
        Up-MACRO Earned Income Accrual for each date of determination that is not
        a
        Price Determination Day shall be determined by reference to the Applicable
        Reference Price of Crude Oil on the last preceding Price Determination
        Day.

       

      The
        Up-MACRO Earned Income Accrual for each Calculation Period shall be equal
        to the
sum
        of the
        Up-MACRO Earned Income Accruals for each day of that Calculation
        Period.

       

      "Up-MACRO
        Expenses"
        shall
        have the meaning specified in Section
        5.3
        of this
        Trust Agreement.

       

      "Up-MACRO
        Fee Deduction Amount"
        shall
        mean, with respect to any Calculation Period, an amount equal to the
sum
        of, for
        each day during that Calculation Period, the Up-MACRO Asset Amount as of
        that
        day multiplied
        by
        the
        Daily Fee Accrual Rate. 

       

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

       

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

       

      "Up-MACRO
        Holding Trust"
        shall
        have the meaning specified in the Recitals to this Trust Agreement.

       

      "Up-MACRO
        Income Distribution Payment"
        shall
        mean, with respect to any Distribution Date: 

       

      (i) if
        the
        Up-MACRO Earned Income Accrual for the preceding Calculation Period exceeds
        the
        Up-MACRO Available Income with respect to such Distribution Date, a payment
        equal to zero; and

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      (ii) if
        the
        Up-MACRO Available Income with respect to such Distribution Date is greater
        than
        the Up-MACRO Earned Income Accrual for the preceding Calculation Period,
        a
        payment equal to the difference
        between
        such Up-MACRO Available Income and such Up-MACRO Earned Income
        Accrual.

       

      "Up-MACRO
        Investment Amount"
        shall
        mean, (i) with respect to any Distribution Date, an amount equal to the amount
        reinvested in Eligible Treasuries pursuant to Section
        5.2(a)(iv)
        and (ii)
        with respect to any other date of determination occurring during any Calculation
        Period, an amount equal to the amount in clause
        (i) divided
        by
        the
        number of Up-MACRO Holding Shares Outstanding on that Distribution Date
multiplied
        by
        the
        number of Up-MACRO Holding Shares Outstanding on that date of determination.
        

       

      "Up-MACRO
        Redemption Percentage"
        shall
        mean (i) with respect to any Redemption Date, a fraction, expressed as a
        percentage, the numerator of which is the aggregate number of Up-MACRO Holding
        Shares that are being redeemed on such date and the denominator of which
        is the
        aggregate number of Up-MACRO Holding Shares that are Outstanding on such
        date
        prior to giving effect to the Redemption Order placed on such Redemption
        Date
        and prior to giving effect to any Creation Orders that may also have been
        placed
        on such date and (ii) with respect to an Early Termination Date or the Final
        Scheduled Termination Date, 100%.

       

      "Up-MACRO
        Settlement Payment"
        shall
        mean, with respect to any Redemption Date, an Early Termination Date or the
        Final Scheduled Termination Date, an amount equal to:

       

      (a) if
        on the
        Redemption Order Date that precedes the relevant Redemption Date, the last
        Price
        Determination Day preceding such Early Termination Date, or the last Price
        Determination Day preceding the Final Scheduled Termination Date, the Up-MACRO
        Underlying Value is greater than or equal to the Up-MACRO Asset Amount on
        such
        date, zero; and

       

      (b) if
        on
        such Redemption Date, the last Price Determination Day preceding such Early
        Termination Date or the last Price Determination Day preceding the Final
        Scheduled Termination Date, the Up-MACRO Underlying Value is less than the
        Up-MACRO Asset Amount on such date, an amount equal to (i) the excess
        of such
        Up-MACRO Asset Amount over
        such
        Up-MACRO Underlying Value multiplied
        by (ii)
        the
        Up-MACRO Redemption Percentage for such Redemption Date, such Early Termination
        Date or the Final Scheduled Termination Date.

       

      "Up-MACRO
        Stated Par Amount"
        shall
        mean the stated par amount of $60 per Up-MACRO Holding Share or per 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.

       

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

       

      "Up-MACRO
        Tradeable Trust Agreement"
        shall
        mean the 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.

       

      "Up-MACRO
        Tradeable 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 Tradeable Trust.

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      "Up-MACRO
        Underlying Value"
        shall
        mean, with respect to any Price Determination Day occurring during any
        Calculation Period:

       

      (a) if
        the
        Ending Level is above the Starting Level, an amount equal to (i) the
sum
        of the
        Up-MACRO Earned Income Accruals for each day that has elapsed during such
        Calculation Period, up to and including the relevant Price Determination
        Day
plus
        (ii) the
        Up-MACRO Investment Amount for such day plus
        (iii)
        (x) the Down-MACRO Investment Amount for such day multiplied
        by
        (y) the
        Price Level Percentage Change for the Up-MACRO Holding Trust on such
        day;

       

      (b) if
        the
        Ending Level is below the Starting Level, an amount equal to (i) the
sum
        of the
        Up-MACRO Earned Income Accruals for each day that has elapsed during such
        Calculation Period, up to and including the relevant Price Determination
        Day
plus
        (ii)
        the
        Up-MACRO Investment Amount for such day minus
        (iii)
        (x) such Up-MACRO Investment Amount multiplied
        by
        (y) the
        Price Level Percentage Change for the Down-MACRO Holding Trust on such day;
        and


       

      (c) if
        the
        Ending Level is equal to the Starting Level, an amount equal to the sum
        of the
        Up-MACRO Earned Income Accruals for each day that has elapsed during such
        Calculation Period, up to and including the relevant Price Determination
        Date
plus
        the
        Up-MACRO Investment Amount on such day. 

       

      The
        Up-MACRO Underlying Value for any Price Determination Day that is followed
        by
        one or more days that are not Price Determination Days will include the Up-MACRO
        Earned Income Accruals for each of these days, calculated on the basis of
        the
        Applicable Reference Price of Crude Oil on the current Price Determination
        Day.
        The Up-MACRO Underlying Value for each day that is not a Price Determination
        Day
        will be equal to the Up-MACRO Underlying Value on the last preceding Price
        Determination Day.

       

      "Value"
        shall
        mean, with respect to any Eligible Treasury Security on deposit at any time
        in
        either of the Paired Holding Trusts, the purchase price at which the applicable
        Paired Holding Trust acquired that Eligible Treasury Security plus
        all
        interest and/or discount accrued on that Eligible Treasury Security since
        its
        acquisition date.

       

      "Yield
        Rate"
        shall
        mean, (i) with respect to any Eligible Treasury Security on deposit at any
        time
        in either of the Paired Holding Trusts, the stated interest rate of such
        Eligible Treasury, if any, or any discount rate applicable to such Eligible
        Treasury, based on the purchase date and purchase price at which the applicable
        Paired Holding Trust acquired that Eligible Treasury, and (ii) with respect
        to
        any Eligible Treasury Repurchase Agreement, the difference between the
        repurchase price and the purchase price paid under such agreement, with such
        difference expressed as a percentage of such purchase price.

       

      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.

       


      
        
          
          

        

        
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      (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 HOLDING SHARES

       

      Section
        2.1 Redemption
        of Founders' Shares.
        Concurrently with the first Paired Issuance of Paired Holding Shares in
        accordance with the terms of this Trust Agreement and the terms of the UP-MACRO
        Holding Trust Agreement, the portion of the Initial Deposit made into the
        Down-MACRO Holding Trust by the Depositor and the Administrative Agent shall
        be
        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 Down-MACRO Asset Amount or any other calculation performed at any time
        pursuant to ARTICLE
        4
        or
ARTICLE
        8
        of this
        Trust Agreement. The Securities Account and the Eligible Treasuries on deposit
        therein, from time to time, the Distribution Account, the Fee Payment Account
        and the Netting Account and all monies and any other assets on deposit from
        time
        to time therein, the Down-MACRO Holding Trust's rights under the Master
        Agreement and related schedule thereto, the Income Distribution Agreement,
        the
        Settlement Contracts, the SNIR Service Agreement, 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
        Holding Trust (the "Trust
        Assets").

       

      Section
        2.2 Acceptance
        by Trustee.
        The
        Trustee hereby (i) acknowledges its acceptance on behalf of the Down-MACRO
        Holding 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 Holding Trust herein
        set
        forth, for the benefit of all Holders of the Down-MACRO Holding
        Shares.

       


      
        
          
          

        

        
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      At
        the
        direction of the Administrative Agent, the Trustee shall enter into (i) one
        Settlement Contract with the Up-MACRO Holding Trust for each MACRO Unit of
        Paired Holding Shares created on any Issuance Date that are part of a Net
        Par
        Amount Increase on such Issuance Date, and (ii) any other agreements, including,
        without limitation, a Substitute Reference Price Licensing Agreement, that
        the
        Administrative Agent or the Depositor deems necessary to continue the limited
        purposes of the Down-MACRO Holding Trust; provided,
        that
        the Administrative Agent and Depositor shall not direct the Trustee to cause
        the
        Down-MACRO Holding Trust to enter into agreements that would cause the
        Down-MACRO Holding Trust to violate the provisions of Section
        2.3
        or
Section
        15.1
        of this
        Trust Agreement.

       

      Section
        2.3 Limited
        Purpose of the Down-MACRO Holding Trust.
        The
        Down-MACRO Holding 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 Holding Trust consist
        of:

       

      (i) redeeming
        the Founders' Shares on the first Issuance Date;

       

      (ii) issuing
        Down-MACRO Holding Shares in Paired Issuances and redeeming Down-MACRO Holding
        Shares in Paired Optional Redemptions on a continuous basis in accordance
        with
        the provisions and subject to the conditions set forth in this Trust
        Agreement;

       

      (iii) entering
        into the Income Distribution Agreement and the Settlement Contracts with
        the
        Up-MACRO Holding Trust;

       

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

       

      (v) investing
        cash available from time to time in the Distribution Account in Eligible
        Treasuries.

       

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

       


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      (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 Holding
        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 Holding 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 Holding 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
        Holding Shares, (ii) seeking to prevent the issuance of the Down-MACRO Holding
        Shares or the consummation of any of the transactions contemplated by this
        Trust
        Agreement or the Down-MACRO Holding 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 Holding Shares or (v) seeking to affect adversely the income
        tax
        attributes of the Down-MACRO Holding 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 Holding
        Shares, the performance by the Depositor of the transactions contemplated
        by
        this Trust Agreement and its obligations hereunder and the Down-MACRO Holding
        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 Holding 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).

       


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      (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 Holding
        Shares.

       

      (a) Form
        of Shares.
        The Down-MACRO Holding 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 Holding 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 Holding 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 Holding 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 Holding 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 Holding Shares are subject.

       

      The
        Founders' Shares and the beneficial ownership thereof by the Depositor and
        the
        Administrative Agent shall be recorded on the books and records maintained
        by
        the Trustee on behalf of the Down-MACRO Holding Trust and no physical
        certificates shall be issued in respect of such Founders' Shares. Concurrently
        with the first Paired Issuance of Paired Holding 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: 

       


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      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. 


      So
        long
        as the Down-MACRO Holding Shares are eligible for book-entry settlement with
        the
        Depository, (i) no Beneficial Owner of Down-MACRO Holding Shares will be
        entitled to receive a physical certificate evidencing those shares, (ii)
        the
        interest of a Beneficial Owner in the Down-MACRO Holding 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 Holding 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 Holding Shares.

       

      As
        provided in the Depository Agreement, upon the settlement date for any creation,
        transfer or redemption of the Down-MACRO Holding Shares, the Depository will
        credit or debit, on its book-entry registration and transfer system, the
        amount
        of Down-MACRO Holding Shares so created, transferred 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 Holding Shares. The Beneficial Owners
        of
        the Down-MACRO Holding 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 Holding Shares a written confirmation relating to their
        purchase of Down-MACRO Holding Shares. 

       

      Upon
        the
        settlement date for any creation, transfer, redemption or exchange of Down-MACRO
        Holding 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
        Holding 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.


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      The
        Depository may discontinue providing its services with respect to the Down-MACRO
        Holding 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.

      
      

      (c) Notices
        to Beneficial Owners.
        As described above, the Trustee will recognize the Depository or its nominee
        as
        the owner of all Down-MACRO Holding 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 Holding
        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 Holding
        Trust shall reimburse each such DTC Participant for the expenses attendant
        to
        such transmittal, subject to applicable statutory and regulatory
        requirements.

       

      (d) Distributions
        on Book-Entry Certificates.
        All distributions on the Down-MACRO Holding Shares shall be made to the
        Depository or its nominee, Cede & Co., as the registered owner of all
        Down-MACRO Holding 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 Holding Shares, shall credit immediately the DTC Participants'
        accounts with payments in amounts proportionate to their respective beneficial
        interests in the Down-MACRO Holding 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 Holding 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 Holding 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 Holding 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 Holding 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.

       

      (iii) No
        sale or transfer of beneficial interests in the Down-MACRO Holding Shares
        may be
        made to any Beneficial Owner other than (i) the Down-MACRO Tradeable Trust,
        (ii)
        a Qualified Institutional Buyer who is not a Benefit Plan Investor, or (iii)
        or
        an Authorized Participant. Each Beneficial Owner of a Down-MACRO Holding
        Share
        shall be deemed to represent and warrant, by virtue of acquiring an interest
        in
        the Down-MACRO Holding Shares, that it is an entity that is described in
        one of
        the foregoing clauses (i), (ii) or (iii). In the event that any of the Trustee,
        the Administrative Agent or the Depositor obtains knowledge that any Beneficial
        Owner is not an entity of the type described in clauses (i), (ii) or (iii),
        the
        Trustee, acting at the direction of the Administrative Agent, shall instruct
        such Beneficial Owner to transfer its Down-MACRO Holding Shares to an entity
        that does satisfy clause (i), (ii) or (iii).

       

      (f) Mutilated,
        Destroyed, Lost or Stolen Shares.
        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 Holding Trust, as if originally issued, whether or not the lost,
        stolen or destroyed Global Certificate shall be found at any time.

       


      
        
          
          

        

        
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      (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
        Holding 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 Up-MACRO Tradeable Shares and the Down-MACRO Tradeable Shares.

       

      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 Up-MACRO Holding Trustee under the Up-MACRO Holding Trust Agreement,
        the Down-MACRO Tradeable Trustee under the Down-MACRO Tradeable Trust Agreement
        and the Up-MACRO Tradeable Trustee under the Up-MACRO Tradeable Trust Agreement.
        The Holders of the Down-MACRO Holding 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 Up-MACRO Holding Trust under
        the
        Up-MACRO Holding Trust Agreement, as trustee for the Down-MACRO Tradeable
        Trust
        under the Down-MACRO Tradeable 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 Holding Trust specified
        in Section
        2.3
        hereof, the Trustee is hereby authorized, instructed and empowered (i) to
        make
        withdrawals and payments or to instruct any paying agent or custodian appointed
        by the Trustee to make withdrawals and payments from the Securities Account,
        the
        Distribution Account, the Fee Payment Account and the Netting Account as
        set
        forth in this Trust Agreement, (ii) to enter into the Income Distribution
        Agreement, the Settlement Contracts, the Participants Agreement, the MACRO
        Licensing Agreement, the NYMEX Sublicensing Agreement and any other agreement
        relating to the powers and purposes of the Down-MACRO Holding Trust, (iii)
        to
        purchase Eligible Treasuries (including entering into Eligible Treasury
        Repurchase Agreements) on behalf of the Down-MACRO Holding Trust at the
        direction of the Administrative Agent, (iv) to make daily, quarterly and
        annual
        calculations on behalf of the Down-MACRO Holding Trust, and (v) to take any
        action required or permitted under the Income Distribution Agreement, the
        Settlement Contracts, the Participants Agreement, the MACRO Licensing Agreement
        and the NYMEX Sublicensing Agreement, and any action needed for the daily
        operation of the Down-MACRO Holding 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
        Holding 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 Holding Trust to the extent required
        to do so hereby.

       


      
        
          
          

        

        
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      (c) 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 its legal counsel, the
        fees
        and disbursements of Independent accountants, and the expenses associated
        with
        failed Creation Orders or Redemption Orders under the Participants Agreement.
        If
        so requested by the Depositor or the Administrative Agent, the Trustee may
        expend its own funds on behalf of the Down-MACRO Holding Trust and shall
        be
        reimbursed therefor on the next scheduled Distribution Payment
        Date.

       

      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 Holding Trust
        (and
        agrees that the Depositor, the Administrative Agent and the Holders of the
        Down-MACRO Holding Shares may rely on each such representation, warranty
        and
        covenant):

       

      (a) Organization
        and Good Standing.
        The Trustee is a Massachusetts trust company and a wholly-owned subsidiary
        of a
        bank holding 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 Holding 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).

       


      
        
          
          

        

        
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      (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 Holding 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.

       

      (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 Holding Shares.

       

      (h) Protection
        of the Rights of Holders of the Down-MACRO Holding 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
        Holding Shares, nor shall it revise amounts to be distributed on the Down-MACRO
        Holding 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
        Holding
        Shares.

       

      (j) No
        Affiliation.
        The Trustee is not an Affiliated Person with respect to the Depositor, either
        of
        the Paired Holding Trusts, either of the Tradeable Trusts, 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.

       


      
        
          
          

        

        
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      (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
        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 Holding 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. 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 Holding Trust in such transactions.

       

      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 Trust Agreement, as
        administrative agent for the Up-MACRO Holding Trust under the Up-MACRO Holding
        Trust Agreement, for the Down-MACRO Tradeable Trust under the Down-MACRO
        Tradeable 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, as marketing agent for the Up-MACRO
        Holding Trust under the Up-MACRO Holding Trust Agreement, for the Down-MACRO
        Tradeable Trust under the Down-MACRO Tradeable Trust Agreement and for the
        Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust
        Agreement.

       

      (b) The
        Administrative Agent shall direct the Trustee (i) in investing all cash on
        deposit from time to time in the Distribution Account and cash received from
        Authorized Participants in connection with Paired Issuances in Eligible
        Treasuries, (ii) in investing the proceeds from such Eligible Treasuries
        and
        (iii) in selecting Eligible Treasuries for delivery to the Up-MACRO Holding
        Trust to make settlement payments under the Settlement Contracts and to Holders
        to make a Final Distribution in accordance with the terms set forth in this
        Trust Agreement and its customary and established procedures relating to
        administering Eligible Treasuries and other comparable investments. The
        Administrative Agent shall also direct the Trustee (i) in amending the Income
        Distribution Agreement pursuant to Section
        6.3(c)
        and (d),
        and (ii) in settling and terminating settlement contracts in connection with
        Paired Optional Redemptions and entering into new settlement contracts in
        connection with Paired Issuances, in each case, on a net basis, as determined
        pursuant to Section
        6.3(c).
        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 instructing the Trustee in the administration, reinvestment,
        and delivery of the Eligible Treasuries which it may deem necessary or
        desirable. The Administrative Agent shall not be obligated to use separate
        offices, employees or accounts for directing the administration of the Eligible
        Treasuries. 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.

       


      
        
          
          

        

        
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      (c) The
        Administrative Agent shall comply with and perform its administrative
        obligations (i) with respect to the Eligible Treasuries in accordance with
        Section
        6.1
        and Section
        6.8
        and (ii) set forth in the Down-MACRO Tradeable 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 Holding 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 Holding 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 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. The Administrative Agent
        shall
        not be liable for the transaction costs incurred in connection with the
        acquisition of the Eligible Treasuries, but shall be liable for its overhead
        expenses related to its selection and administration of the Eligible Treasuries
        that are required to be undertaken by it pursuant to 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.

       

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

       

      (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
        date hereof (or on the date of any such appointment), the following
        representations, warranties and covenants to the Down-MACRO Holding 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
        Holding Shares hereunder.

       


      
        
          
          

        

        
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      (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.

       

      (vii) Compliance
        with Requirements of Law.
        The Administrative Agent shall duly satisfy all obligations on its part to
        be
        fulfilled under or in connection with the Eligible Treasuries and the Securities
        Account, will maintain in effect all qualifications required under Requirements
        of Law in order to properly service the Eligible Treasuries and the Securities
        Account and will comply in all material respects with all other Requirements
        of
        Law in connection with servicing the Eligible Treasuries and the Securities
        Account, inasmuch as the failure to comply with such requirements would have
        a
        material adverse effect on the interests of the Holders of the Down-MACRO
        Holding Shares.

       

      (viii) Protection
        of the Rights of the Holders of the Down-MACRO Holding Shares.
        The Administrative Agent shall take no action which, nor omit to take any
        action
        the omission of which, would substantially impair the rights of the Holders
        of
        the Down-MACRO Holding Shares in any Eligible Treasury.

       

      (ix) 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 Holding Shares.

       


      
        
          
          

        

        
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      (x) Additional
        Registration of Shares.
        The Administrative Agent shall make commercially reasonable efforts to maintain
        a sufficient number of Paired Holding Shares registered pursuant to the
        Securities Act available for the fulfillment of Creation Orders as they are
        received. 

       

      (xi) Termination
        Trigger Cure.
        The Administrative Agent shall use its commercially reasonable efforts to
        cause
        the Down-MACRO Tradeable Trust to hold at least a Majority of all Outstanding
        Down-MACRO Holding Shares at all times and to request authorized participants
        to
        exchange their Down-MACRO Holding Shares for Down-MACRO Tradeable Shares
        during
        any period when the Down-MACRO Tradeable Trust holds less than a Majority
        of the
        Outstanding Down-MACRO Holding Shares as a result of Paired Optional
        Redemptions, failed Creation Orders or for any other reason.

       

      (b) MACRO
        Financial, LLC, in its capacity as a Marketing Agent hereunder, hereby make,
        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 Holding 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 Holding 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 each
        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 Holding 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 Holding Trust and for the benefit of the Holders of the
        Down-MACRO Holding Shares, an Eligible Deposit Account bearing a designation
        clearly indicating that the Eligible Treasuries deposited therein are held
        for
        the benefit of the Holders of the Down-MACRO Holding 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 Eligible
        Treasuries 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 Holding
        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 Holding 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
        funds or assets held in the Securities Account for any amount owed to it
        by the
        Down-MACRO Holding Trust or any Holder of Down-MACRO Holding 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 cash or any investments 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) The
        Trustee shall, in accordance with instructions received from the Administrative
        Agent, invest the funds of the Down-MACRO Holding Trust in Eligible Treasuries
        and deposit such Eligible Treasuries into the Securities Account, (i) on
        each
        Distribution Date, using the maturity proceeds of the Eligible Treasuries
        on
        deposit in the Distribution Account on such Distribution Date in the amount
        specified in Section
        5.2(a)(iv),
        (ii) on each Issuance Date, using the funds delivered to the Trustee by
        Authorized Participants in connection with the Paired Issuance that is being
        effected on such Issuance Date, but excluding funds that are required to
        remain
        in the Netting Account pursuant to Section
        3.7
        hereof to be used for effecting Paired Optional Redemptions and (iii) on
        any
        other day during the course of any Calculation Period, using any proceeds
        of the
        Eligible Treasuries received on or prior to that day.


      (e) On
        each Distribution Date, the Trustee shall transfer to the Distribution Account
        all of the maturity proceeds of the Eligible Treasuries that were on deposit
        in
        the Securities Account during the preceding Calculation Period. 

       

      (f) On
        any Redemption Date occurring on a date that is not a Distribution Date,
        the
        Trustee shall, if so instructed by the Administrative Agent, withdraw the
        portion of the Eligible Treasuries on deposit in the Securities Account that
        is
        specified by the Administrative Agent with respect to such Redemption Date,
        as
        determined by the Administrative Agent pursuant to Section
        6.4
        hereof, and shall deliver such assets in the amounts and to the parties entitled
        thereto, as specified in Section
        5.2(c).

       

      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 Holding Trust and for the benefit of the Holders of the
        Down-MACRO Holding 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 Holding 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 Holding 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 Holding Trust or any Holder of Down-MACRO Holding 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 cash or any investments 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) The
        Trustee shall deposit into the Distribution Account on or prior to each
        Distribution Date, on each Redemption Date and on each Issuance Date, (i)
        all
        maturity proceeds, interest and other income received on the Eligible Treasuries
        held in the Securities Account during any Calculation Period, (ii) all payments
        received by the Down-MACRO Holding Trust under the Income Distribution
        Agreement, (iii) all payments received by the Down-MACRO Holding Trust under
        the
        Settlement Contracts, and (iv) funds delivered by Authorized Participants
        in
        connection with Paired Issuances or Redemption Cash Components delivered
        in
        connection with Paired Optional Redemptions, which are not immediately used
        to
        acquire Eligible Treasuries.

       


      
        
          
          

        

        
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      (e) Not
        later than the Distribution Payment Date that follows each Distribution Date,
        including any Distribution Date that is also the Final Scheduled Termination
        Date or an Early Termination Date, the Trustee shall withdraw all funds on
        deposit in the Distribution Account and shall apply such funds for the purposes
        and in accordance with the priorities specified in Section
        5.2(a).
        On each Redemption Date, the Trustee shall withdraw cash on deposit in the
        Distribution Account and deliver it to the Authorized Participant or Authorized
        Participants who directed the Paired Optional Redemption to the extent directed
        to do so by the Administrative Agent and in the amount that is determined
        by the
        Administrative Agent pursuant to Section
        6.4
        hereof. 

       

      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 Holding Trust and for the benefit of the Holders of the
        Down-MACRO Holding Shares, an Eligible Deposit Account bearing a designation
        that the funds deposited therein are held for the benefit of the Holders
        of the
        Down-MACRO Holding Shares (the "Netting
        Account"),
        which shall consist of the Cash Netting Subaccount and the Share Netting
        Subaccount.

       

      (b) The
        Netting 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 Netting Account and in all proceeds thereof. The Netting
        Account shall be under the sole dominion and control of the Trustee for the
        benefit of the Holders of the Down-MACRO Holding Shares.

       

      (c) On
        any Issuance Date that is also a Redemption Date, the Trustee shall deposit
        all
        cash received from the Authorized Participants who directed the Paired Issuance
        into a subaccount of the Netting Account (the "Cash
        Netting Subaccount")
        and shall distribute such funds as follows:

       

      (i) On
        any Issuance Date that was also a Redemption Date, in the event of a Net
        Par
        Amount Decrease, all cash deposited and, in the event of a Net Par Amount
        Increase, the difference
        between the aggregate funds delivered by Authorized Participants in connection
        with such Paired Issuances and the Net Par Amount Increase that will result
        after giving effect thereto will be delivered by the Trustee, at the direction
        of the Administrative Agent pursuant to Section
        6.4
        of this Trust Agreement, to the Authorized Participants who directed Paired
        Optional Redemptions as part of the Final Distribution on the Down-MACRO
        Holding
        Shares that is required to be made on such Redemption Date.

       

      (ii) On
        any Issuance Date that was also a Redemption Date, the Trustee shall withdraw
        funds from the Cash Netting Subaccount in an amount equal to the Net Par
        Amount
        Increase that occurred on such Issuance Date and it shall invest such funds
        in
        Eligible Treasuries, on behalf of the Down-MACRO Holding Trust and at the
        direction of the Administrative Agent. Pending such investment, such funds
        will
        be deposited into the Distribution Account.

       


      
        
          
          

        

        
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      (d) On
        any Issuance Date that is also a Redemption Date, the Trustee shall credit
        all
        Down-MACRO Holding Shares to be redeemed to a subaccount of the Netting Account
        (the "Share
        Netting Subaccount")
        and shall net such Down-MACRO Holding Shares against the Down-MACRO Holding
        Shares to be issued as follows:


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

       

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

       

      (e) No
        cash and no Down-MACRO Holding Shares shall remain on deposit in the Netting
        Account at the end of each Business Day.

       

      Section
        3.8 Establishment
        of the Fee Payment Account.

       

      (a) The
        Trustee shall establish and maintain in the name of the Trustee, on behalf
        of
        the Down-MACRO Holding Trust, an Eligible Deposit Account bearing a designation
        that the funds deposited therein are held for the benefit of the Depositor
        (the
        "Fee
        Payment Account").

       

      (b) The
        Fee Payment 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 Fee Payment Account and in all proceeds thereof. The
        Fee
        Payment Account shall be under the sole dominion and control of the Trustee
        for
        the benefit of the Depositor. 

       

      (c) On
        each Distribution Date, the Trustee shall deposit an amount equal to the
        Down-MACRO Fee Deduction Amount into the Fee Payment Account and shall use
        such
        funds, based on standing instructions from the Depositor, to pay all Down-MACRO
        Expenses and all Down-MACRO Fees pursuant to priorities first
        and second
        of Section
        5.2(a)
        on the related Distribution Payment Date or, at the direction of the
        Administrative Agent, on any Business Day occurring during each Calculation
        Period. 

       

      (d) On
        the Distribution Payment Date that follows the Distribution Date occurring
        during December of each calendar year, all funds remaining on deposit in
        the Fee
        Payment Account after the Down-MACRO Expenses and Down-MACRO Fees have been
        paid
        in full as of such Distribution Payment Date shall be delivered by the Trustee
        to the Depositor.

       


      
        
          
          

        

        
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      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
        Per Share Underlying Value of the Down-MACRO Holding Shares on that Price
        Determination Day;

       

      (ii) the
        Income Component of the Per Share Underlying Value calculated in clause
        (i);

       

      (iii) the
        estimated Down-MACRO Available Income Accrual for the next succeeding Business
        Day.

       

      (b) On
        each Price Determination Day, the Trustee shall calculate and provide to
        the
        Administrative Agent for posting on the MACROshares Website, not later than
        one
        hour prior to the commencement of trading on the AMEX or the applicable stock
        exchange on which the Down-MACRO Tradeable Shares are listed, the Per Share
        Underlying Value of a Down-MACRO Holding Share and a Down-MACRO Tradeable
        Share,
        subject to the availability of, and based upon (i) the Applicable Reference
        Price of Crude Oil for such Price Determination Day, and (ii) the calculations
        of the Up-MACRO Holding Trustee pursuant to Section
        8.1
        of the Up-MACRO Holding Trust Agreement.

       

      For
        purposes of calculating the foregoing amounts on any Price Determination
        Day,
        any Paired Optional Redemptions or Paired Issuances scheduled to settle on
        such
        Price Determination Day shall be taken into account.

       

      (c) The
        Trustee's calculations, pursuant to clauses
        (a)
        and (b)
        of this Section
        4.1
        shall be conclusive and binding upon 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
        all other Persons.

       

      Section
        4.2 Calculation
        of Intraday Indicative Values.

       

      Intraday
        indicative values for the Down-MACRO Underlying Value of the Down-MACRO Holding
        Trust and the Per Share Underlying Value for the Down-MACRO Holding Shares
        and
        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
        hereof
        and by the Up-MACRO Holding Trustee pursuant to Section
        4.1
        of the
        Up-MACRO Holding Trust Agreement.

       


      
        
          
          

        

        
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      Section
        4.3 Calculation
        of Income Distribution Payments and Settlement Payments.

       

      (a) On
        the last Price Determination Day preceding each Distribution Date, within
        the
        time period agreed upon by the Trustee and the Administrative Agent, the
        Trustee
        shall calculate the Down-MACRO Income Distribution Payment, if any, that
        the
        Down-MACRO Holding Trust is required to make to the Up-MACRO Holding Trust
        on
        the related Distribution Payment Date or the Up-MACRO Income Distribution
        Payment, if any, that the Up-MACRO Holding Trust is required to make to the
        Down-MACRO Holding Trust on the related Distribution Payment Date pursuant
        to
        the Income Distribution Agreement. The Trustee shall perform the calculations
        described in this Section
        4.3(a)
        (including, without limitation, with respect to an Early Termination Date)
        by
        assuming that the Applicable Reference Price of Crude Oil for any Price
        Determination Day on which such price was not available or on which the
        Down-MACRO Holding Trust was no longer permitted to use such price was the
        same
        as the Applicable Reference Price of Crude Oil on the last preceding Price
        Determination Day on which such price was available or permitted to be used
        by
        the Down-MACRO Holding Trust.

       

      (b) The
        Trustee shall calculate and provide to the Administrative Agent, within the
        time
        period agreed upon by the Trustee and the Administrative Agent on the last
        Price
        Determination Day preceding the Final Scheduled Termination Date or any Early
        Termination Date and on each Redemption Date, (i) the Down-MACRO Settlement
        Payment, if any, required to be made by the Down-MACRO Holding Trust to the
        Up-MACRO Holding Trust under the Settlement Contracts that are being settled
        in
        connection with such Final Scheduled Termination Date, Early Termination
        Date or
        Redemption Date or (ii) the Up-MACRO Settlement Payment, if any, required
        to be
        made by the Up-MACRO Holding Trust to the Down-MACRO Holding Trust under
        the
        Settlement Contracts that are being settled in connection with such Final
        Scheduled Termination Date, Early Termination Date or Redemption Date. The
        Trustee shall perform the calculations described in this Section
        4.3(b)
        (including, without limitation, with respect to an Early Termination Date)
        by
        assuming that the Applicable Reference Price of Crude Oil for any Price
        Determination Day on which such price was not available or on which the
        Down-MACRO Holding Trust was no longer permitted to use such price was the
        same
        as the Applicable Reference Price of Crude Oil on the last preceding Price
        Determination Day on which such price was available or permitted to be used
        by
        the Down-MACRO Holding Trust.

       

      (c) The
        Trustee shall confirm the Administrative Agent's determination of the Redemption
        Cash Component, if any, that must be delivered by the redeeming Authorized
        Participants in connection with a Paired Optional Redemption not later than
        the
        Redemption Order Date for such Paired Optional Redemption. 

       

      ARTICLE
        5

       

      DISTRIBUTIONS
        ON THE DOWN-MACRO HOLDING SHARES

       

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

       


      
        
          
          

        

        
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      Section
        5.2 Priority
        of Payments.

       

      (a) Allocations
        on each Distribution Date.
        On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding
        Trust, shall allocate the amounts on deposit in the Distribution Account,
        including amounts deposited therein pursuant to Section
        5.5(b)
        and Section
        5.6(b),
        in accordance with the following priority of payments:

       

      (i) first,
        for deposit of an amount equal to the Down-MACRO Fee Deduction Amount into
        the
        Fee Payment Account for application to the payment of Down-MACRO Expenses
        incurred during the preceding Calculation Period in accordance with Section
        5.3
        hereunder;

       

      (ii) second,
        the amount remaining in the Fee Payment Account after the payment of Down-MACRO
        Expenses, for the payment of the Down-MACRO Fees incurred during the preceding
        Calculation Period in accordance with Section
        5.4
        hereunder;

       

      (iii) third,
        if such Distribution Date is an Early Termination Date or the Final Scheduled
        Termination Date, to segregate all funds remaining after satisfying priorities
        first
        and second
        of this Section
        5.2(a)
        and apply such funds (A) to make the Down-MACRO Settlement Payment to the
        Up-MACRO Holding Trust if any such payment is owed under the Settlement
        Contracts being settled on such date and then (B) to make a Final Distribution
        to the Holders of the Down-MACRO Holding Shares being redeemed on such date;
        

       

      (iv) fourth,
        for reinvestment in Eligible Treasuries of an amount equal to the lesser
        of (x)
        the Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for
        any
        Paired Issuances and/or Paired Optional Redemptions that are being concurrently
        settled), and (y) all funds remaining after satisfying priorities first
        through third
        of this Section
        5.2(a);

       

      (v) fifth,
        for making the Down-MACRO Income Distribution Payment to the Up-MACRO Holding
        Trust, if such a payment is due under the Income Distribution Agreement;
        and

       

      (vi) sixth,
        for distribution as the Quarterly Distribution on the Distribution Payment
        Date
        that follows such Distribution Date all funds that are remaining after
        satisfying priorities first
        through fifth
        of this Section
        5.2(a)
        to those Holders of the Down-MACRO Holding Shares who are listed on the books
        and records of the Depository as Beneficial Owners on the related Record
        Date.

       

      (b) 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 Holding Shares as of the Record Date that preceded such Distribution
        Payment Date the Quarterly Distribution provided for under priority sixth
        of clause
        (a)
        above in cash, for delivery thereof by the Depository to each Person who
        was a
        Beneficial Owner of Down-MACRO Holding Shares on such Record Date.

       

      (c) Final
        Distributions.

       

      (i) 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 Holding Shares as of the Record
        Date
        that preceded such Distribution Payment Date the Final Distribution provided
        for
        under priority third
        of clause
        (a)
        above in cash, for delivery thereof by the Depository to each Person who
        was a
        Beneficial Owner of Down-MACRO Holding Shares on such Record Date. 

       


      
        
          
          

        

        
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      (ii) On
        the Redemption Date for a Paired Optional Redemption directed on a Distribution
        Date, the Trustee shall distribute to each Authorized Participant who directed
        such Paired Optional Redemption the Final Distribution provided for under
        priority third
        of clause
        (a)
        above in cash.

       

      (iii) On
        the settlement date for any Paired Optional Redemption directed on any
        Redemption Order Date that was not a Distribution Date the Trustee shall
        distribute the Final Distribution for such Redemption Order Date to each
        Authorized Participant who directed such Paired Optional Redemption using
        cash
        and/or Eligible Treasuries, as directed by the Administrative Agent. In the
        event that insufficient cash is on deposit in the Netting Account and the
        Distribution Account to effect any Paired Optional Redemption, the Trustee,
        as
        instructed by the Administrative Agent, will identify a portion of the Eligible
        Treasuries on deposit in the Securities Account such that the Value of the
        Eligible Treasuries so identified is equal to the product
        of the applicable Down-MACRO Redemption Percentage for such Paired Optional
        Redemption and the Down-MACRO Asset Amount on the Redemption Order Date or
        the
        portion thereof that is not available to be delivered in cash. The Trustee,
        as
        instructed by the Administrative Agent, will then deliver Eligible Treasuries
        and cash with a Value equal to the Down-MACRO Settlement Payment that is
        owed,
        if any, under each Settlement Contract that is being settled in connection
        with
        such Paired Optional Redemption to the Up-MACRO Holding Trustee and deliver
        the
        remaining Eligible Treasuries that were segregated, together with the Up-MACRO
        Settlement Payment, if any, that was received from the Up-MACRO Holding Trust,
        to the Authorized Participants who delivered the Redemption Order on such
        Redemption Order Date in accordance with the procedures specified in
Section
        6.1(d).

       

      Section
        5.3 Payment
        of Expenses.
        On each
        Distribution Payment Date (or, at the direction of the Administrative Agent,
        on
        any Business Day occurring during any Calculation Period), the Trustee, on
        behalf of the Down-MACRO Holding Trust, shall apply funds on deposit in the
        Fee
        Payment Account to pay the following expenses (such expenses, the "Down-MACRO
        Expenses"):

       

      (i) taxes,
        and any other governmental charges;

       

      (ii) to
        the Administrative Agent, the expenses of negotiating the purchase of Eligible
        Treasuries pursuant to Section
        6.8
        (exclusive of any expenses required to be borne by the Depositor or Authorized
        Participants, as provided herein or in the Participants Agreement in connection
        with Paired Optional Redemptions and Paired Issuances); 

       

      (iii) any
        taxes, fees and charges relating to each Paired Issuance or Paired Optional
        Redemption of Paired Holding Shares and/or Down-MACRO and Up-MACRO Tradeable
        Shares (exclusive of fees and expenses required to be borne by Authorized
        Participants directing the Paired Optional Redemptions or Paired Issuances);
        

       


      
        
          
          

        

        
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      (iv) legal
        expenses and auditing expenses of the Down-MACRO Holding Trust and the
        Down-MACRO Tradeable Trust; 

       

      (v) registration
        fees incurred in complying with the public registration requirements for
        the
        Down-MACRO Holding Shares and the Down-MACRO Tradeable Shares;

       

      (vi) expenses
        incurred in connection with complying with the reporting obligations of the
        Down-MACRO Holding Trust and the Down-MACRO Tradeable Trust under the federal
        securities laws;

       

      (vii) ongoing
        reporting obligations;

       

      (viii) expenses
        relating to the distribution of offering and marketing materials relating
        to the
        initial issuance and to any Paired Issuances; and

       

      (ix) any
        other expenses of the Down-MACRO Holding Trust or the Down-MACRO Tradeable
        Trust
        not otherwise described above which are incurred by either trust, or on behalf
        of either trust by the Depositor, the Trustee, the Down-MACRO Tradeable Trustee,
        and the Administrative Agent pursuant to actions permitted or required under
        this Trust Agreement, the Down-MACRO Tradeable Trust Agreement or the service
        provider fee letters, as applicable.

       

      The
        Trustee shall be responsible for recording all expenses incurred by it on
        behalf
        of, or in the course of, administering the Down-MACRO Holding
        Trust.

       

      To
        the
        extent that funds on deposit in the Fee Payment Account are insufficient
        to pay
        all of the foregoing expenses, each of MacroMarkets LLC and MACRO Financial,
        LLC
        shall waive their respective fees, as provided in Section
        5.4
        hereof.
        In the event that any expenses remain unpaid after MacroMarkets LLC and MACRO
        Financial, LLC have each waived their respective fees in full, the Depositor
        shall pay the unpaid portion of such Down-MACRO Expenses on behalf of the
        Down-MACRO Holding Trust and the Down-MACRO Tradeable Trust.

       

      Section
        5.4 Payment
        of Fees.
        On each
        Distribution Payment Date (or, at the direction of the Administrative Agent,
        on
        any Business Day occurring during any Calculation Period), after all Down-MACRO
        Expenses have been paid, the Trustee, on behalf of the Down-MACRO Holding
        Trust,
        shall apply the remaining funds on deposit in the Fee Payment Account to
        pay the
        following fees (collectively, the "Down-MACRO
        Fees"):
        

       

      (i) to
        the Trustee, the Down-MACRO Trustee Fee that has accrued during the preceding
        Calculation Period (which will include the expenses associated with settling
        the
        purchase of Eligible Treasuries);

       

      (ii) to
        MacroMarkets LLC, for acting as the Administrative Agent, the Down-MACRO
        Administration Fee that has accrued during the preceding Calculation
        Period;

       

      (iii) to
        MacroMarkets LLC, the Down-MACRO Licensing Fee for the preceding Calculation
        Period; 

       


      
        
          
          

        

        
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      (iv) to
        MacroMarkets LLC, the Down-MACRO Structuring Fee that has accrued during
        the
        preceding Calculation Period;

       

      (v) to
        MACRO Financial, LLC, the Down-MACRO Marketing Fee that has accrued during
        the
        preceding Calculation Period;

       

      (vi) to
        the Calculation Agent, the Down-MACRO Calculation Agent Fee that has accrued
        during the preceding Calculation Period;

       

      (vii) to
        the SNIR Service Agent, the Down-MACRO SNIR Service Agent Fee that has accrued
        during the preceding Calculation Period;

       

      (viii) to
        MacroMarkets LLC, the Down-MACRO Sublicensing Fee for the preceding Calculation
        Period; and

       

      (ix) fees
        payable to any other entities which have provided services to the Down-MACRO
        Holding Trust or the Down-MACRO Tradeable Trust during the preceding Calculation
        Period.

       

      To
        the
        extent that funds on deposit in the Fee Payment Account are insufficient
        to pay
        all of the foregoing fees, each of MacroMarkets LLC shall waive the Down-MACRO
        Administration Fee and the Down-MACRO Structuring Fee (provided,
        that
        MacroMarkets LLC shall not waive the Down-MACRO Sublicensing Fee or amounts
        paid
        or payable on behalf of the trust to third-party service providers), and
        MACRO
        Financial, LLC shall waive the Down-MACRO Marketing Fee, ratably based upon
        the
        amount of the fees due to each of them. In the event that any fees remain
        unpaid
        after MacroMarkets LLC and MACRO Financial, LLC have each waived their
        respective fees in full, the Depositor shall be required to pay such unpaid
        fees
        on behalf of the Down-MACRO Holding Trust and the Down-MACRO Tradeable
        Trust.

       

      Section
        5.5 Payments
        under the Income Distribution Agreement.

       

      (a) On
        each Distribution Payment Date, in accordance with priority fifth
        of Section
        5.2(a)
        and the terms of the Income Distribution Agreement, the Trustee shall cause
        the
        Down-MACRO Holding Trust to pay to the Up-MACRO Holding Trust the Down-MACRO
        Income Distribution Payment, from amounts on deposit in the Distribution
        Account, if any such payment is owed by the Down-MACRO Holding Trust with
        respect to the related Distribution Date, as calculated pursuant to Section
        4.3(a)
        hereof. If the Down-MACRO Holding Trust has no Down-MACRO Available Income
        on
        such Distribution Date, then the Down-MACRO Holding Trust shall not be required
        to make any payment under the Income Distribution Agreement on such Distribution
        Date or on any subsequent date and no interest shall accrue on any such unpaid
        amounts.

       

      (b) On
        each Distribution Payment Date, Trustee shall deposit any Down-MACRO Income
        Distribution Payment received from the Up-MACRO Holding Trust under the Income
        Distribution Agreement into the Distribution Account for application in
        accordance with Section
        5.2(a)
        on such Distribution Date. 

       

      Section
        5.6 Payments
        under the Settlement Contracts.

       

      (a) On
        the Final Scheduled Termination Date or an Early Termination Date, in accordance
        with priority third
        of
        Section
        5.2(a)
        and the terms of the Settlement Contracts, the Trustee shall, on the related
        Distribution Payment Date, cause the Down-MACRO Holding Trust to make the
        Down-MACRO Settlement Payment to the Up-MACRO Holding Trust from amounts
        on
        deposit in the Distribution Account if any such payment is owed by the
        Down-MACRO Holding Trust with respect to the related Distribution Date, as
        calculated pursuant to Section
        4.3(b)
        hereof. On each Redemption Date, the Trustee, as instructed by the
        Administrative Agent, shall cause the Down-MACRO Holding Trust to make a
        Down-MACRO Settlement Payment, if any such payment is due under the Settlement
        Contracts being settled on such Redemption Date.

       


      
        
          
          

        

        
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      (b) In
        connection with the Final Scheduled Termination Date, an Early Termination
        Date
        or any Redemption Order Date, any Up-MACRO Settlement Payment received from
        the
        Up-MACRO Holding Trust under the Settlement Contracts on the Distribution
        Payment Date that follows such Final Scheduled Termination Date or an Early
        Termination Date or on the related Redemption Date shall be deposited into
        the
        Distribution Account (i) for application in accordance with Section
        5.2(a)
        on the applicable Distribution Payment Date or (ii) to be used to effect
        the
        Paired Optional Redemption on the Redemption Date related to such Redemption
        Order Date.

       

      ARTICLE
        6

       

      REDEMPTIONS
        AND ISSUANCES OF HOLDING SHARES; 

      THE
        ADMINISTRATION AND REINVESTMENT OF THE ELIGIBLE
        TREASURIES

       

      Section
        6.1 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 this Section
        6.1
        (such redemption, a "Paired
        Optional Redemption").
        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. Only Authorized Participants may direct Paired
        Optional Redemptions. Down-MACRO Holding Shares will be redeemed at their
        Per
        Share Underlying Value, as calculated on the Redemption Order Date on which
        the
        related Redemption Order was delivered; provided,
        that, in the case of any Redemption Order placed on a Distribution Date or
        on
        the Business Day succeeding a Distribution Date, such Final Distribution
        will
        also include Down-MACRO and Up-MACRO Earned Income Accruals for each intervening
        day between the Redemption Order Date and the Redemption Date calculated
        on the
        basis of the Applicable Reference Price of Crude Oil on the Redemption Order
        Date. 

       

      (b) Subject
        to the procedures and requirements specified in the Participants Agreement,
        the
        redeeming Authorized Participants may effect a Paired Optional Redemption
        by
        delivering a Redemption Order to the Administrative Agent on any day that
        is a
        Price Determination Day (such date, a "Redemption
        Order Date")
        not later than the earlier of (i) half an hour prior to the end of trading
        in
        the Light Sweet Crude Oil Futures Contracts or prior to the time as of which
        any
        Substitute Reference Oil Price is determined by the Applicable Reference
        Price
        Provider and (ii) the unanticipated close of trading of the Light Sweet Crude
        Oil Futures Contracts or of the Substitute Reference Oil Price. Any Redemption
        Order received by the Administrative Agent after the time specified in the
        foregoing sentence will automatically be cancelled. Following the Redemption
        Order Date, the redeeming Authorized Participant must transfer to the Trustee,
        not later than the date and time specified in the Participants Agreement,
        (i)
        the requisite number of Paired Holding Shares constituting at least one MACRO
        Unit or integral multiples thereof or the requisite number of Tradeable Shares
        which upon their exchange for their underlying Holding Shares, will constitute
        at least one MACRO Unit or integral multiples thereof, (ii) the applicable
        Redemption Cash Component, if any, and (iii) the transaction fee described
        in
clause
        (e)
        of this Section
        6.1,
        and provide written or electronic evidence of the required transfer of shares
        and the required deposit of immediately available funds to the Administrative
        Agent in accordance with the Participants Agreement.

       


      
        
          
          

        

        
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      (c) 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 this Section
        6.1(c).

       

      (d) If
        the Redemption Order Date on which a Paired Optional Redemption was directed
        is
        not a Distribution Date and there are insufficient funds on deposit in the
        Cash
        Netting Subaccount delivered in connection with Paired Issuances directed
        on the
        same date as such Paired Optional Redemption and in the Distribution Account
        from maturing Eligible Treasury Repurchase Agreements, as determined in
        accordance with Section
        6.4,
        the Administrative Agent shall deliver instructions to the Trustee with respect
        to the Eligible Treasuries then on deposit in the Down-MACRO Holding Trust,
        in
        which the Administrative Agent, employing "last in, first out" methodology
        and
        complying in all respects with the requirements and conditions set forth
        in
Exhibit
        H
        hereto, shall:

       

      (i) identify
        the Eligible Treasuries on deposit in the Down-MACRO Holding Trust that are
        the
        most recently-acquired Eligible Treasuries with a Value equal to the product
        of
        the Down-MACRO Redemption Percentage and the Down-MACRO Asset Amount (or
        the
        portion thereof that is not available to be delivered in cash);

       

      (ii) (A)
        select Eligible Treasuries with a Value equal to the Down-MACRO Settlement
        Payment, if any such payment is required to be made by the Down-MACRO Holding
        Trust, (B) allocate the remaining Eligible Treasuries to be delivered as
        a Final
        Distribution to the Authorized Participants directing the Paired Optional
        Redemption and (C) in the event that the remaining Eligible Treasuries to
        be
        delivered as a Final Distribution exceed the amount due to the Authorized
        Participants directing the Paired Optional Redemption, calculate the amount
        to
        be paid by the Authorized Participants to the Down-MACRO Holding Trust to
        compensate the trust for the excess Value of the Eligible Treasuries being
        delivered to the Authorized Participants as a Final Distribution (such amount,
        the "Redemption
        Cash Component");
        and

       


      
        
          
          

        

        
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      (iii) instruct
        the Trustee as to which Eligible Treasuries the Trustee is to use to effect
        the
        Paired Optional Redemption and, of those, the Eligible Treasuries to be used
        to
        make the Down-MACRO Settlement Payment, if any, the Eligible Treasuries to
        be
        used to make the Final Distribution to the redeeming Authorized Participants
        and
        the Redemption Cash Component to be collected from the Authorized Participants,
        if any. 

       

      The
        Eligible Treasuries selected by the Administrative Agent to be delivered
        as the
        Final Distribution in a Paired Optional Redemption shall be distributed ratably,
        by type, to each redeeming Authorized Participant. A "type" of Eligible Treasury
        will include all Eligible Treasuries on deposit in the Down-MACRO Holding
        Trust
        with the same acquisition date, the same purchase price, the same maturity
        and
        the same implied discount or stated interest. The Trustee shall cause the
        Down-MACRO Holding Trust to deliver Eligible Treasuries pursuant to this
        Section
        6.1(d)
        only in
        accordance with the directions of the Administrative Agent. If the
        Administrative Agent violates any of the requirements or conditions set forth
        in
Exhibit
        H
        in the
        course of directing the Trustee in the selection and distribution of Eligible
        Treasuries "in kind" pursuant to this Section
        6.1(d),
        the
        Administrative Agent shall undertake to remedy such violation in the manner
        specified in such Exhibit
        H.

       

      (e) A
        non-refundable transaction fee will be payable to the Trustee for its own
        account in connection with each Redemption Order in the amount specified
        in
Section
        7
        of the Participants Agreement. In the event that a Redemption Order fails
        and
        the Trustee or the Administrative Agent has incurred expenses on behalf of
        the
        Down-MACRO Holding Trust in connection with taking steps to effect a Paired
        Optional Redemption pursuant thereto, and any reimbursement of such expenses
        cannot be obtained from the Authorized Participant who delivered the Redemption
        Order, then such expenses shall be reimbursed to the Trustee and the
        Administrative Agent on the next Distribution Payment Date out of funds
        available in the Fee Payment Account or, if such funds are insufficient,
        by the
        Depositor.

       

      (f) On
        any Distribution Date that is an Early Termination Date or on the Final
        Scheduled Termination Date, the Trustee shall redeem all of the Down-MACRO
        Holding 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 that are on deposit in the Distribution Account after
        all
        of the Settlement Contracts have been settled, as specified in priority
third
        of Section
        5.2(a).

       

      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. Only Authorized Participants may direct Paired Issuances.
        Down-MACRO Holding Shares will be issued at the Per Share Underlying Value
        of
        the existing Down-MACRO Holding Shares on the Issuance Order Date on which
        the
        related Creation Order was delivered; provided
        that in the case of any Creation Order placed on a Distribution Date or on
        the
        Business Day succeeding a Distribution Date, the Authorized Participant
        submitting the Creation Order will be required to deliver, in addition to
        cash
        in the amount of the aggregate per share Underlying Value of the Down-MACRO
        Holding Shares being created, an amount equal to the Down-MACRO and Up-MACRO
        Earned Income Accruals for each intervening day between the Issuance Order
        Date
        and the Issuance Date, calculated on the basis of the Applicable Reference
        Price
        of Crude Oil on the Issuance Order Date. 

       


      
        
          
          

        

        
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      (b) Subject
        to the procedures and requirements specified in the Participants Agreement,
        a
        Paired Issuance may be made only upon the direction of one or more Authorized
        Participants delivered in the form of a Creation Order to the Administrative
        Agent on any day that is a Price Determination Day (such date, the "Issuance
        Order Date"),
        prior to the earlier of (i) half an hour before the end of trading in the
        Light
        Sweet Crude Oil Futures Contracts on NYMEX or half an hour before the end
        of
        trading in the futures contracts from which any Substitute Reference Oil
        Price
        is derived or at such time as may be specified for any other applicable
        Substitute Reference Oil Price and (ii) the unanticipated close of trading
        of
        the Light Sweet Crude Oil Futures Contracts or of the Substitute Reference
        Oil
        Price. Any Creation Order received by the Administrative Agent after the
        time
        specified in the foregoing sentence will automatically be cancelled. Subject
        to
        the requirements and limitations set forth herein and in the Participants
        Agreement, the number of Down-MACRO Holding Shares that the Down-MACRO Holding
        Trust may issue as part of a Paired Issuance is unlimited. 

       

      (c) 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 or
        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 Down-MACRO Paired Holding 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.

       

      (d) A
        non-refundable transaction fee will be payable to the Trustee for its own
        account in connection with each Creation Order in the amount specified in
        Section
        7
        of the Participants Agreement. In the event that a Creation Order fails and
        the
        Trustee or the Administrative Agent has incurred expenses on behalf of the
        Down-MACRO Holding Trust in connection with taking steps to effect a Paired
        Issuance pursuant thereto, and any reimbursement of such expenses cannot
        be
        obtained from the Authorized Participant who delivered the Creation Order,
        then
        such expenses shall be reimbursed to the Trustee and the Administrative Agent
        on
        the next Distribution Payment Date out of funds available in the Fee Payment
        Account or, if such funds are insufficient, by the Depositor.

       


      
        
          
          

        

        
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      Section
        6.3 Settlement
        of the Settlement Contracts; Adjustments to the Notional Amount of the Income
        Distribution Agreement.

       

      (a) In
        connection with a Paired Optional Redemption directed on a Redemption Date
        that
        is not also an Issuance Date, the Trustee, acting together with the Up-MACRO
        Holding Trustee, each on behalf of its respective Paired Holding Trust and
        at
        the direction of the Administrative Agent, will settle one Settlement Contract
        for each MACRO Unit that is redeemed and amend the Income Distribution Agreement
        to reduce the notional amount thereof to reflect the decrease in the Aggregate
        Par Amount of Down-MACRO and Up-MACRO Holding Shares that are Outstanding.
        

       

      (b) In
        connection with a Paired Issuance directed on an Issuance Date that is not
        also
        a Redemption Date, the Trustee, acting together with the Up-MACRO Holding
        Trustee, each on behalf of its respective Paired Holding Trust and at the
        direction of the Administrative Agent, will enter into one Settlement Contract
        for each MACRO Unit that is created and amend the Income Distribution Agreement
        to increase the notional amount thereof to reflect the increase in the Aggregate
        Par Amount of Down-MACRO and Up-MACRO Holding Shares that are Outstanding.
        

       

      (c) In
        connection with any Paired Optional Redemptions and Paired Issuances for
        which
        Redemption Orders and Creation Orders, as applicable, are received on the
        same
        Business Day, the Trustee, acting together with the Up-MACRO Holding Trustee,
        each on behalf of its respective Paired Holding Trust and at the direction
        of
        the Administrative Agent, shall (i) amend the Income Distribution Agreement
        to
        increase or decrease the notional amount thereof based on the Net Par Amount
        Increase or Net Par Amount Decrease that was directed on such Business Day,
        and
        (ii) enter into additional Settlement Contracts, based on the Net Par Amount
        Increase that was directed on such Business Day or settle existing Settlement
        Contracts, based on the Net Par Amount Decrease that was directed on such
        Business Day.

       

      (d) Each
        amendment to the Income Distribution Agreement shall be in the form of
Exhibit
        B
        hereto, and each Settlement Contract shall be in the form of Exhibit
        C
        hereto and shall constitute an additional confirmation to the Master Agreement.
        The original, executed Income Distribution Agreement, each amendment thereto
        and
        each original, executed Settlement Contract shall be maintained by the Trustee
        among the books and records it keeps on behalf of the Down-MACRO Holding
        Trust.

       

      (e) In
        connection with each Paired Optional Redemption, each Paired Issuance and
        each
        Exchange Order, Schedule
        A
        of one or more of the Global Certificates will be adjusted (and, if necessary,
        additional Global Certificates will be issued) to reflect the Net Par Amount
        Decrease or the Net Par Amount Increase, as applicable, in the Aggregate
        Par
        Amount of the Down-MACRO Holding Shares that are Outstanding after giving
        effect
        to such Paired Optional Redemption. Paired Issuance and/or Exchange Orders.
        On
        the Final Scheduled Termination Date or an Early Termination Date, after
        a Final
        Distribution has been made on the Down-MACRO Holding Shares, all of such
        Down-MACRO Holding Shares shall be cancelled by the Trustee, on behalf of
        the
        Down-MACRO Holding Trust, in accordance with the procedures of the Depository.
        On any Redemption Date on which a Net Par Amount Decrease occurred, Down-MACRO
        Holding Shares in an amount equal to such Net Par Amount Decrease shall be
        cancelled by the Trustee, on behalf of the Down-MACRO Holding Trust, in
        accordance with the procedures of the Depository.

       


      
        
          
          

        

        
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      Section
        6.4 Settlement
        of Redemptions.
        On the
        Business Day after the applicable Redemption Order Date or, in the event
        that
        the Redemption Order Date is a Distribution Date or the Business Day following
        the Distribution Date, on the third Business Day after the Redemption Order
        Date
        (such date, the "Redemption
        Date"),
        not
        later than 10:00 a.m. New York City Time, the Authorized Participant directing
        the Paired Optional Redemption must deliver (i) to the Trustee's account
        at the
        Depository the Paired Holding Shares or the Tradeable Shares being tendered
        for
        redemption which together form at least one MACRO Unit or integral multiples
        thereof, (ii) to the Trustee in immediately available funds, the applicable
        Redemption Cash Component, if the Authorized Participant has been notified
        that
        a Redemption Cash Component is required, and (iii) to the Trustee in immediately
        available funds, the non-refundable transaction fee described in Section
        6.1(e).
        Following receipt by the Administrative Agent of electronic confirmation
        of the
        requisite tender of shares and receipt by the Trustee of the applicable
        Redemption Cash Component, if any, and the transaction fee, and satisfaction
        of
        the procedures and conditions for a Paired Optional Redemption that are
        specified in the Participants Agreement, and no later than the day and time
        specified in the Participants Agreement, the Trustee, acting together with
        the
        Up-MACRO Holding Trustee, each on behalf of its respective Paired Holding
        Trust
        and as directed by the Administrative Agent, shall cause each of the Paired
        Holding Trusts to deliver a Final Distribution in an amount equal to the
        Per
        Share Underlying Value, as of the relevant Redemption Order Date, of each
        Down-MACRO Holding Share and each Up-MACRO Holding Share tendered for
        redemption, which will include, in the event that the Redemption Order Date
        and
        the Redemption Date occur on non-consecutive days, a sum equal to the Down-MACRO
        Earned Income Accruals and the Up-MACRO Earned Income Accruals (each calculated
        on the basis of the Applicable Reference Price of Oil on the Redemption Order
        Date) for the intervening non-Business Days between the Redemption Order
        Date
        and the Redemption Date; provided,
        that,
        in the case of any Redemption Order placed on a Distribution Date or on the
        Business Day succeeding a Distribution Date, such Final Distribution will
        also
        include Down-MACRO and Up-MACRO Earned Income Accruals for each intervening
        day
        between the Redemption Order Date and the Redemption Date calculated on the
        basis of the Applicable Reference Price of Crude Oil on the Redemption Order
        Date. Such Final Distribution will be delivered:

       

      (i) if
        the relevant Redemption Order Date was not a Distribution Date a Final
        Distribution of cash or a combination of cash and/or Eligible Treasuries
        to the
        Participant Custodian Account of the redeeming Authorized Participant;
provided,
        that such cash and/or Eligible Treasuries shall be selected in the following
        priority:

       

      (1) first,
        from funds on deposit in the Cash Netting Subaccount on that day;

       

      (2) second,
        from cash on deposit in the Distribution Account from the proceeds of maturing
        Eligible Treasury Repurchase Agreements; and

       


      
        
          
          

        

        
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      (3) third,
        Eligible Treasuries on deposit in the Securities Account selected in accordance
        with the provisions of Section
        6.1(d);
        or 

       

      (ii) in
        the case of the Final Scheduled Termination Date, an Early Termination Date
        or a
        Redemption Order Date that is scheduled to occur on a Distribution Date,
        a Final
        Distribution of cash to the Participant Custodian Account of the redeeming
        Authorized Participant not later than the related Distribution Payment Date
        (in
        the case of the Final Scheduled Termination Date or an Early Termination
        Date)
        or on the applicable Redemption Date.

       

      Section
        6.5 Settlement
        of Issuances.

       

      (a) On
        the next Business Day after the applicable Issuance Order Date or, in the
        event
        that the Issuance Order Date is a Distribution Date or the Business Day
        following the Distribution Date, on the third Business Day after the Issuance
        Order Date (such date, the "Issuance
        Date"),
        not later than 10:00 a.m. New York City Time, the Authorized Participant
        directing the Paired Issuance must deliver immediately available funds to
        the
        Trustee in an amount equal to (i) the Per Share Underlying Value of Down-MACRO
        Holding Shares on the Issuance Order Date multiplied
        by
        the number of Down-MACRO Holding Shares being created by that Authorized
        Participant, plus
        (ii) the Per Share Underlying Value of Up-MACRO Holding Shares on the Issuance
        Order Date multiplied
        by
        the number of Up-MACRO Holding Shares being created by that Authorized
        Participant, plus
        (iii) the non-refundable transaction fee described in Section
        6.2(d),
        plus
        (iv) in the case of any Creation Order placed on a Distribution Date or on
        the
        Business Day succeeding a Distribution Date, the Down-MACRO and Up-MACRO
        Earned
        Income Accruals for each intervening day between the Issuance Order Date
        and the
        Issuance Date, calculated on the basis of the Applicable Reference Price
        of
        Crude Oil on the Issuance Order Date. Following the delivery of requisite
        funds
        and satisfaction of the procedures and conditions for a Paired Issuance that
        are
        specified in the Participants Agreement and no later than the day and time
        specified in the Participants Agreement, the Trustee, acting together with
        the
        Up-MACRO Holding Trustee, each on behalf of its respective Paired Holding
        Trust
        and as directed by the Administrative Agent, shall deliver from the applicable
        Shares Netting Subaccount or, in the event of a Net Par Amount Increase,
        cause
        each of the Paired Holding Trusts to issue Paired Holding Shares in the
        Aggregate Par Amount of such Net Par Amount Increase and to credit the
        Depository account of the Down-MACRO Tradeable Trust and the Up-MACRO Tradeable
        Trust or to credit the Depository account of the Authorized Participant who
        directed such Paired Issuance, as applicable, with such Paired Holding Shares
        in
        the Aggregate Par Amount that was specified in the Creation Order.

       

      (b) Upon
        receipt of the funds delivered by one or more Authorized Participants in
        connection with a Paired Issuance, 50% of such funds shall be deposited into
        the
        Down-MACRO Holding Trust and 50% of such funds shall be deposited into the
        Up-MACRO Holding Trust.

       

      Section
        6.6 Suspension
        or Delay of Settlement.

       

      (a) The
        Administrative Agent shall suspend the right of redemption, or postpone the
        date
        of settlement for any Paired Optional Redemption or any Paired Issuance of
        Paired Holding Shares,

       


      
        
          
          

        

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

       

      (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
        6.7 The
        Participants Agreement.

       

      (a) Each
        Paired Optional Redemption and each Paired Issuance shall be effected in
        accordance with the procedures set forth in Attachment
        A-II
        and Attachment
        A-I,
        respectively, to the Participants Agreement, which may be amended from time
        to
        time with the written consent of the Trustee, the Down-MACRO Tradeable 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
        and
        Creation Orders from Authorized Participants who have executed a Participants
        Agreement that is in full force and effect at the time when the Redemption
        Order
        or Creation 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 and Paired Issuances.

       

      Section
        6.8 Administration
        of Eligible Treasuries.

       

      (a) The
        Trustee, acting on behalf of the Down-MACRO Holding Trust and at the direction
        of the Administrative Agent, shall apply funds in the amount specified in
        Section
        5.2(a)(iv)
        on each Distribution Date, all funds received in connection with each Paired
        Issuance, to the extent such funds are not required to remain on deposit
        in the
        Netting Account, and any maturity proceeds of Eligible Treasuries that are
        received prior to the end of any Calculation Period, to acquire Eligible
        Treasuries. The Administrative Agent shall direct the Trustee to acquire
        Eligible Treasuries in accordance with the following "Acquisition
        Guidelines":

       

      (i) Eligible
        Treasury Securities shall be selected based on best execution;

       


      
        
          
          

        

        
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      (ii) Eligible
        Treasury Repurchase Agreements shall be selected based on best execution;
        

       

      (iii) no
        Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible
        Treasury Security may be purchased from, any person who is an Affiliated
        Person
        with respect to any of the Depositor, either of the Paired Holding Trusts,
        the
        Trustee, the Administrative Agent, or the Marketing Agent;

       

      (iv) Eligible
        Treasury Repurchase Agreements may be entered into with, and Eligible Treasury
        Securities may be to be purchased from, an Authorized Participant or an
        Affiliated Person of both the Down-MACRO Holding Trust and an Authorized
        Participant only in accordance with the requirements and conditions set forth
        in
Exhibit
        H;

       

      (v) Eligible
        Treasuries shall be allocated as between the Down-MACRO Holding Trust and
        the
        Up-MACRO Holding Trust in such a manner that each of the Paired Holding Trusts
        shall hold an identical portfolio of Eligible Treasuries or as close to an
        identical portfolio as is commercially feasible; and

       

      (vi) the
        allocation of funds among Eligible Treasury Securities and Eligible Treasury
        Repurchase Agreements during any Calculation Period (the "Asset
        Allocation Percentage")
        shall be a minimum of 65% in Eligible Treasury Securities and a maximum of
        35%
        in Eligible Treasury Repurchase Agreements for the first 12 months following
        the
        first Issuance Date and, thereafter, the Administrative Agent shall use
        commercially reasonable efforts to adjust such Asset Allocation Percentage
        on
        behalf of the Down-MACRO Holding Trust on every other Distribution Date such
        that the amount invested in Eligible Treasury Repurchase Agreements is equal
        up
        to 10% plus
        the highest percentage of Down-MACRO Holding Shares that were redeemed on
        anyone
        Redemption Date (relative to all Outstanding Down-MACRO Holding Shares on
        such
        Redemption Date) during the preceding twelve-month period.

       

      The
        Trustee shall cause the Down-MACRO Holding Trust to acquire Eligible Treasuries
        pursuant to this Section
        6.8
        only in accordance with the directions of the Administrative Agent. If the
        Administrative Agent violates any of the requirements or conditions set forth
        in
Exhibit
        H
        in the course of directing the Trustee in the acquisition of Eligible
        Treasuries, the Administrative Agent shall undertake to remedy such violation
        in
        the manner specified in such Exhibit
        H.

       

      (b) On
        each Distribution Date and on each Issuance Order Date, the Administrative
        Agent
        shall, subject to, and in accordance with, the Acquisition Guidelines and
        the
        Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall
        place a purchase order for the selected Eligible Treasuries with one or more
        securities dealers and shall direct the Trustee to settle such acquisition.
        The
        Administrative Agent shall direct the Trustee and the Up-MACRO Holding Trustee
        in allocating all Eligible Treasury Securities acquired as described above
        equally between the Down-MACRO Holding Trust and the Up-MACRO Holding Trust.
        Eligible Treasury Securities allocated to the Down-MACRO Holding Trust on
        each
        Distribution Date, Issuance Date or any other date shall be credited by the
        Trustee to the Securities Account.

       

      (c) On
        each Distribution Date and on each Issuance Order Date, the Administrative
        Agent
        shall, subject to, and in accordance with, the Acquisition Guidelines and
        the
        Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase
        Agreements and shall direct the Trustee to enter into such Eligible Treasury
        Repurchase Agreements and shall place a purchase order for such Eligible
        Treasury Repurchase Agreements with one or more counterparties. The Trustee
        shall allocate all Eligible Treasury Repurchase Agreements as described above
        equally between the Down-MACRO Holding Trust and the Up-MACRO Holding Trust,
        as
        directed by the Administrative Agent. Eligible Treasury Repurchase Agreements
        entered into on each Distribution Date, Issuance Date or any other date shall
        be
        credited by the Trustee to the Securities Account. 

       


      
        
          
          

        

        
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      (d) On
        any Business Day during any Calculation Period (other than the last Business
        Day
        prior to a Distribution Date), if cash is available in the Distribution Account
        for reinvestment in Eligible Treasuries, the Administrative Agent shall provide
        instructions to the Trustee to apply such cash to purchase Eligible Treasuries
        in accordance with the Acquisition Guidelines and the Asset Allocation
        Percentage. 

       

      (e) Without
        limiting the generality of Section
        13.1
        and Section
        13.2,
        the Trustee shall not under any circumstances be held liable under this Trust
        Agreement for any action it takes in accordance with directions provided
        to it
        by the Administrative Agent under this Section
        6.8
        or for any omission on the part of the Trustee to take any action in the
        absence
        of receiving such instructions from the Administrative Agent.

       

      ARTICLE
        7

       

      CAPITAL
        ACCOUNTS OF HOLDERS

      AND
        OPERATION THEREOF; TAX ALLOCATIONS

       

      Section
        7.1 Capital
        Contributions.

       

      (a) Each
        Holder has made an initial Capital Contribution (as defined below) to the
        Down-MACRO Holding Trust in cash equal to the amount paid for its Down-MACRO
        Holding Shares. Except as provided for herein, a Holder shall not be required
        to
        make any further Capital Contributions to the Down-MACRO Holding
        Trust.

       

      (b) Except
        as expressly set forth herein, no Holder shall be entitled to any return
        of
        capital, interest or compensation by reason of its Capital
        Contributions.

       

      Section
        7.2 Capital
        Accounts; Allocations.
        There
        shall be established in respect of each Holder a separate capital account
        in the
        books and records of the Down-MACRO Holding Trust in respect of the Holder's
        Capital Contributions to the Down-MACRO Holding Trust (each, a "Capital
        Account"),
        to
        which the following provisions shall apply:

       

      (a) The
        Capital Account of each Holder initially shall be equal to the cash contributed
        in exchange for its Down-MACRO Holding Shares (each, a "Capital
        Contribution")
        and, at the end of each day shall be:

       

      (i) increased
        by (A) an amount equal to any amounts paid with respect to Down-MACRO Holding
        Shares issued as part of a Paired Issuance by such Holder during such day;
        and
        (B) such Holder's interest in the Net Profit (and items thereof) of the
        Down-MACRO Holding Trust during such day as allocated under Section
        7.2(b);
        and

       

      (ii) decreased
        by (A) any distributions made in cash by the Down-MACRO Holding Trust to
        such
        Holder on such day; (B) the fair market value of any property other than
        cash
        distributed by the Down-MACRO Holding Trust to such Holder on such day; and
        (C)
        such Holder's interest in the Net Loss (and items thereof) of the Down-MACRO
        Holding Trust for such day as allocated under Section
        7.2(b).

       


      
        
          
          

        

        
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      (b) Except
        pursuant to the Regulatory Allocations set forth in Section
        7.3,
        or as otherwise provided in this Trust Agreement, Net Profit and Net Loss
        (and
        items of each) of the Down-MACRO Holding Trust shall be provisionally allocated
        as of the end of each day among the Holders in a manner such that the Capital
        Account of each Holder immediately after giving effect to such allocation,
        is,
        as nearly as possible, equal (proportionately) to the amount equal to the
        distributions that would be made to such Holder during such fiscal year pursuant
        to ARTICLE
        5
        if (i) the Down-MACRO Holding Trust were dissolved and terminated; (ii) its
        affairs were wound up and each Trust Asset was sold for cash equal to its
        book
        value; (iii) all Down-MACRO Holding Trust liabilities were satisfied (limited
        with respect to each nonrecourse liability to the book value of the assets
        securing such liability); and (iv) the net assets of the Down-MACRO Holding
        Trust were distributed in accordance with ARTICLE
        5
        to the Holders immediately after giving effect to such allocation. The Depositor
        may, in its discretion, make such other assumptions (whether or not consistent
        with the above assumptions) as it deems necessary or appropriate in order
        to
        effectuate the intended economic arrangement of the Holders. Except as otherwise
        provided elsewhere in this Trust Agreement, if upon the dissolution and
        termination of the Down-MACRO Holding Trust pursuant to Section
        14.1
        and after all other allocations provided for in this Section
        7.2
        have been tentatively made as if this Section
        7.2(b)
        were not in this Trust Agreement, a distribution to the Holders under
Section
        14.1
        would be different from a distribution to the Holders under ARTICLE
        5
        then Net Profit (and items thereof) and Net Loss (and items thereof) for
        the
        fiscal year in which the Down-MACRO Holding Trust dissolves and terminates
        pursuant to Section
        14.1
        shall be allocated among the Holders in a manner such that the Capital Account
        of each Holder, immediately after giving effect to such allocation, is, as
        nearly as possible, equal (proportionately) to the amount of the distribution
        that would be made to such Holder during such last fiscal year pursuant to
        ARTICLE
        5.
        The Depositor may, in its discretion, apply the principles of this Section
        7.2(b)
        to any fiscal year preceding the fiscal year in which the Down-MACRO Holding
        Trust dissolves and terminates (including through application of Section
        761(e)
        of the Code) if delaying application of the principles of this Section
        7.2(b)
        would likely result in distributions under Section
        14.1
        that are materially different from distributions under ARTICLE
        5
        in the fiscal year in which the Down-MACRO Holding Trust dissolves and
        terminates.

       

      (c) Before
        any distribution of property (other than cash) from the Down-MACRO Holding
        Trust
        to a Holder (including without limitation, any non-cash asset which shall
        be
        deemed distributed immediately prior to the dissolution and winding up of
        the
        Down-MACRO Holding Trust), the Capital Accounts of all Holders of the Down-MACRO
        Holding Trust shall be adjusted and, upon the occurrence of one or more of
        the
        other events described in Section 1.704-1(b)(2)(iv)(f) of the Regulations,
        may
        be adjusted to reflect the manner in which any unrealized income, gain, loss
        or
        deduction inherent in such property (that has not been previously reflected
        in
        the Holders' Capital Accounts) would be allocated among the Holders if there
        were a taxable disposition of such property by the Down-MACRO Holding Trust
        on
        the date of distribution, in accordance with Sections 1.704-1(b)(2)(iv)(f)
        and
        (g) of the Regulations.

       

      (d) In
        determining the amount of any liability for purposes of this Section
        7.2,
        there shall be taken into account Section 752 of the Code and any other
        applicable provisions of the Code and any Regulations promulgated
        thereunder.

       


      
        
          
          

        

        
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      (e) Notwithstanding
        any other provision of this Trust Agreement to the contrary, the provisions
        of
        this Section
        7.2
        regarding the maintenance of Capital Accounts shall be construed so as to
        comply
        with the provisions of the Code and any Regulations thereunder. The Depositor
        in
        its sole and absolute discretion and whose determination shall be binding
        on the
        Holders is hereby authorized to interpret and to modify the foregoing provisions
        to the extent necessary to comply with the Code and Regulations.

       

      Section
        7.3 Regulatory
        and Related Allocations.
        Notwithstanding any other provision in this ARTICLE
        7
        to the
        contrary, the following special allocations shall be made to the Capital
        Accounts of the Holder in the following order:

       

      (a) Minimum
        Gain Chargeback.
        If there is a net decrease in Partnership Minimum Gain during any taxable
        year,
        each Holder shall be specially allocated items of Down-MACRO Holding Trust
        income and gain for such taxable year (and, if necessary, subsequent taxable
        years) in an amount equal to the greater of (A) the portion of such Holder's
        share of the net decrease in such Partnership Minimum Gain, determined in
        accordance with Regulations Section 1.704-2(d)(1), or (B) if such Holder
        would
        otherwise have an Adjusted Capital Account Deficit attributable solely to
        such
        Holder's Capital Account at the end of such taxable year, an amount sufficient
        to eliminate such Adjusted Capital Account Deficit. Allocations pursuant
        to the
        previous sentence shall be made in proportion to the respective amounts required
        to be allocated to the Holders pursuant thereto. The items to be so allocated
        shall be determined in accordance with Regulations Section 1.704-2. This
        Section
        7.3(a)
        is intended to comply with the minimum gain chargeback requirement in Section
        1.704-2(f) of the Regulations and shall be interpreted consistently therewith.
        To the extent permitted by such section of the Regulations and for purposes
        of
        this Section
        7.3(a)
        only, each Holder's Adjusted Capital Account Deficit shall be determined
        prior
        to any other allocations with respect to such taxable year.

       

      (b) Partner
        Minimum Gain Chargeback.
        Except as otherwise provided in Regulations Section 1.704-2, if there is
        a net
        decrease in Partner Nonrecourse Debt Minimum Gain attributable to Partner
        Nonrecourse Debt during any taxable year, each Holder shall be specially
        allocated items of Down-MACRO Holding Trust income and gain for such taxable
        year (and, if necessary, subsequent taxable years) in an amount equal to
        such
        Holder's share, if any, of the net decrease in Partner Nonrecourse Debt Minimum
        Gain attributable to such Holder's Partner Nonrecourse Debt, as determined
        in
        accordance with Regulations Section 1.704-2. Allocations pursuant to the
        previous sentence shall be made in proportion to the respective amounts required
        to be allocated to each Holder pursuant thereto. The items to be so allocated
        shall be determined in accordance with Regulations Section 1.704-2. This
        Section
        7.3(b)
        is intended to comply with the minimum gain chargeback requirements in such
        Regulations and shall be interpreted consistently therewith.

       

      (c) Qualified
        Income Offset.
        In the event any Holder unexpectedly receives any adjustments, allocations,
        or
        distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4),
        (5) or
        (6) with respect to such Holder's Capital Account, items of Down-MACRO Holding
        Trust income and gain shall be specially allocated to each such Holder in
        an
        amount and manner sufficient to eliminate, to the extent required by the
        Regulations, the Adjusted Capital Account Deficit of such Holder as quickly
        as
        possible; provided that an allocation pursuant to this Section
        7.3(c)
        shall be made only if and to the extent that such Holder's Capital Account
        would
        have an Adjusted Capital Account Deficit after all other allocations provided
        for in this Trust Agreement have been tentatively made as if this Section
        7.3(c)
        were not in this Trust Agreement. This Section
        7.3(c)
        is intended to constitute a "qualified income offset" within the meaning
        of
        Regulations Section 1.704-1 and shall be interpreted consistently
        therewith.

       


      
        
          
          

        

        
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      (d) Nonrecourse
        Deductions.
        Any Nonrecourse Deductions for any taxable year or other period shall be
        allocated to the Capital Accounts of the Holders in accordance with their
        respective Capital Accounts.

       

      (e) Partner
        Nonrecourse Deductions.
        Any Partner Nonrecourse Deductions for any taxable year (or portion thereof)
        of
        the Down-MACRO Holding Trust shall be allocated to the Holder who bears the
        economic risk of loss with respect to the Partner Nonrecourse Debt to which
        such
        Partner Nonrecourse Deductions are attributable, in accordance with Regulations
        Section 1.704-2.

       

      (f) Gross
        Income Allocation.
        In the event any Holder has an Adjusted Capital Account Deficit, items of
        Down-MACRO Holding Trust income and gain shall be specially allocated to
        the
        Capital Account of such Holder in an amount and manner sufficient to eliminate
        such Holder's Adjusted Capital Account Deficit as quickly as possible; provided
        that an allocation pursuant to this Section
        7.3(f)
        shall be made only if and to the extent that such Holder's Capital Account
        would
        have an Adjusted Capital Account Deficit after all other allocations provided
        for in this ARTICLE
        7
        (other than this Section
        7.3(f))
        have been tentatively made as if this Section
        7.3(f)
        were not in this Trust Agreement.

       

      (g) Loss
        Allocation Limitation.
        No allocation of Net Loss (or items thereof) shall be made to any Holder
        to the
        extent that such allocation would create or increase an Adjusted Capital
        Account
        Deficit with respect to such Holder.

       

      (h) Curative
        Allocations.
        The allocations set forth in this Section
        7.3
        (the "Regulatory
        Allocations")
        are intended to comply with certain requirements of the Regulations under
        Section 704 of the Code. Notwithstanding any other provision of this Trust
        Agreement (other than the Regulatory Allocations), the Regulatory Allocations
        shall be taken into account in allocating other Down-MACRO Holding Trust
        items
        of income, gain, loss, deduction and expense among the Holders so that, to
        the
        extent possible, the net amount of such allocations of other Down-MACRO Holding
        Trust items and the Regulatory Allocations shall be equal to the net amount
        that
        would have been allocated to the Holders pursuant to this Trust Agreement
        if the
        Regulatory Allocations had not been made.

       

      Section
        7.4 Transfer
        of or Change in Down-MACRO Holding Shares.
        The
        Depositor may use any convention or combination of conventions that it believes
        is reasonable for U.S. federal income tax purposes regarding the allocation
        of
        items of income, gain, loss, deduction and expense with respect to transferred
        Down-MACRO Holding Shares and redeemed Down-MACRO Holding Shares. A transferee
        who takes all or part of a Holder's Down-MACRO Holding Shares shall succeed
        to
        the Capital Account maintained in respect of the transferor Holder to the
        extent
        of such transfer.

       

      Section
        7.5 Tax
        Allocations.
        As of
        the end of each day, income, expense, deduction, gain or loss of the Down-MACRO
        Holding Trust, all as determined for U.S. federal income tax purposes, shall
        be
        allocated among the Holders pursuant to the following subsections solely
        for
        U.S. federal and other applicable tax purposes (both U.S. and non-U.S. taxes)
        as
        provided below. Such allocations shall be pro rata from short-term capital
        gain
        or loss and long-term capital gain or loss and operating income or loss
        recognized by the Down-MACRO Holding Trust. Such allocations shall be made,
        to
        the extent required, in a manner consistent with the principles of Section
        7.2(b).

       


      
        
          
          

        

        
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      (a) Except
        as provided in the second and third sentences of Section
        7.5(b)(ii),
        items of ordinary income (such as interest income), deduction and expense
        (such
        as advisory fees and brokerage fees) shall be allocated in a manner consistent
        with the economic allocations described in Section
        7.2.

       

      (b) Items
        of recognized capital gain or loss from the Down-MACRO Holding Trust's trading
        activities shall be allocated as follows:

       

      (i) There
        shall be established a tax basis account with respect to each Holder's shares
        in
        the Down-MACRO Holding Trust. The initial balance of each tax basis account
        shall be the amount contributed to the capital of the Down-MACRO Holding
        Trust
        for such shares.

       

      (1) Each
        tax basis account shall be increased by the amount of (I) any additional
        contributions made with respect to such Holder's shares in the Down-MACRO
        Holding Trust and (II) any taxable income or gain allocated to such Holder
        pursuant to Section
        7.5(a)
        above and this Section
        7.5(b);

       

      (2) Each
        tax basis account shall be decreased by the amount of (I) taxable expense,
        deduction or loss allocated to such Holder pursuant to Section
        7.5(a)
        above and this Section
        7.5(b)
        and (II) any distribution received by such Holder with respect to its Down-MACRO
        Holding Shares other than as a consequence of a partial redemption of Down-MACRO
        Holding Shares; and

       

      (3) When
        any Down-MACRO Holding Share is redeemed, the tax basis account attributable
        to
        such redeemed Down-MACRO Holding Share shall be eliminated.

       

      (ii) Items
        of recognized capital gain shall be allocated first to each Holder who has
        fully
        or partially redeemed its Down-MACRO Holding Shares on such day up to any
        excess
        of (A) the amount received upon such redemption over
        (B) the tax basis account attributable to the redeemed Down-MACRO Holding
        Shares
        in the Down-MACRO Holding Trust. If the aggregate amount of recognized capital
        gain to be so allocated to all Holders who have redeemed Down-MACRO Holding
        Shares on such day is less than the excess of all such amounts received upon
        redemption over all such tax basis accounts, then items of ordinary income
        shall
        be allocated first to all such Holders up to any excess of all such amounts.
        If
        the aggregate amount of recognized capital gain and ordinary income to be
        so
        allocated to all Holders who have redeemed Down-MACRO Holding Shares on such
        day
        is less than the excess of all such amounts received upon redemption over
        all
        such tax basis accounts, the entire amount of capital gain and ordinary income
        for such day shall be allocated among all such Holders in the ratio that
        each
        such Holder's allocable share of such excess bears to the aggregate excess
        of
        all such Holders who redeemed any of their Down-MACRO Holding Shares on such
        day.

       

      (iii) Items
        of recognized capital gain remaining after the allocations in subsection
        (ii)
        above shall be allocated among all Holders whose Capital Accounts are in
        excess
        of their tax basis accounts (after the adjustments in subsection
        (ii))
        in the ratio that each such Holder's allocable share of such excess bears
        to all
        such Holders' excesses. If the aggregate amount of recognized capital gain
        to be
        so allocated is greater than the aggregate excess of all such Holders' Capital
        Accounts over all such tax basis accounts, the excess amount of gain shall
        be
        allocated among all Holders in the ratio that each Holder's Capital Account
        bears to all Holders' Capital Accounts.

       


      
        
          
          

        

        
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      (iv) Items
        of recognized capital loss shall be allocated first to each Holder who has
        redeemed any of its Down-MACRO Holding Shares on such day up to any excess
        of (A) the tax basis account attributable to the redeemed Down-MACRO Holding
        Share over
        (B) the amount received upon such redemption. If the aggregate amount of
        recognized capital loss to be so allocated to all Holders who have redeemed
        any
        Down-MACRO Holding Shares on such day is less than the aggregate excess of
        all
        such tax basis accounts over all such amounts received upon redemption, the
        entire amount of loss for such day shall be allocated among all such Holders
        in
        the ratio that each such Holder's excess bears to the aggregate excess of
        all
        such Holders who redeemed any of their Down-MACRO Holding Shares on such
        day.

       

      (v) Items
        of recognized capital loss remaining after the allocations in subsection
        (iv)
        above shall be allocated among the Holders whose tax basis accounts are in
        excess of their Capital Accounts (after the adjustments in subsection
        (iv))
        in the ratio that each such Holder's allocable share of such excess bears to all
        such Holders' excesses. If the aggregate amount of loss to be so allocated
        is
        greater than the aggregate excess of all such tax basis accounts over all
        such
        Holders' Capital Accounts, the excess amount of recognized capital loss shall
        be
        allocated among all Holders in the ratio that each Holder's Capital Account
        bears to all Holders' Capital Accounts.

       

      (vi) The
        allocations of profit and loss to the tax basis accounts of Holders in respect
        of the Down-MACRO Holding Shares shall not exceed the allocations permitted
        under Subchapter K of the Code as determined by the Depositor in its sole
        and
        absolute discretion, whose determination shall be binding on the
        Holders.

       

      (c) The
        allocation of income, gain, loss, deduction and expense for U.S. federal
        income
        tax purposes set forth herein is intended to allocate such items so as to
        eliminate, to the extent possible, any disparity between a Holder's Capital
        Account and its tax basis account, consistent with principles set forth in
        Section 704(c) of the Code. 

       

      Section
        7.6 Determination
        of Certain Matters.
        Notwithstanding anything express or implied to the contrary in this Trust
        Agreement, all matters concerning the computation of Capital Accounts and
        tax
        basis accounts, the allocation of Net Profit (and items thereof) and Net
        Loss
        (and items thereof), the allocation of items of income, gain, loss, deduction
        and expense for tax purposes, the adoption or modification of any accounting
        procedures, any adjustments to the books and records of the Down-MACRO Holding
        Trust and all matters related to liquidation and dissolution of the Down-MACRO
        Holding Trust shall be determined by the Depositor, in its sole and absolute
        discretion. Such determination shall be final and conclusive as to all Holders
        and be in accordance with the Code and Regulations. Notwithstanding anything
        expressed or implied in this Trust Agreement, in the event the Depositor,
        shall
        determine, in its sole and absolute discretion, that it is prudent to modify
        the
        manner in which the Capital Accounts and tax basis accounts, or any debits
        or
        credits thereto, are computed in order to effectuate the intended economic
        sharing arrangement of the Holders, the Depositor may make such modification.
        Allocations of Net Profit and Net Loss to a Holder's Capital Account shall
        be
        made for each day as soon as practicable thereafter. 

       

      Section
        7.7 No
        Deficit Makeup.
        Notwithstanding anything herein to the contrary, upon the liquidation of
        the
        Down-MACRO Holding Trust, no Holder shall be required to make any contribution
        to the Down-MACRO Holding Trust in respect of any deficit in such Holder's
        Capital Account.

       


      
        
          
          

        

        
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      Section
        7.8 U.S.
        Partnership Tax Treatment.
        It is
        the intent of the Holders and the Depositor that the Down-MACRO Holding Trust
        be
        governed by the applicable provisions of Subchapter K, of Chapter 1, of the
        Code. The Depositor may file such forms and make such elections as the Depositor
        deems appropriate to effect such intent.

       

      Section
        7.9 Definitions.
        For the
        purposes of this Trust Agreement, unless the context otherwise
        requires:

       

      (a) "Adjusted
        Capital Account Deficit"
        shall mean, with respect to any Holder, the deficit balance, if any, in such
        Holder's Capital Account as of the end of the relevant taxable year, after
        giving effect to the following adjustments:

       

      (i) credit
        to such Capital Account any amounts which such Holder is obligated to restore
        or
        is deemed to be obligated to restore pursuant to Regulations Sections
        1.704-1(b)(2)(ii)(c), 1.704-2(g) and 1.704-2(i)(5); and

       

      (ii) debit
        to such Capital Account the items described in Regulations Sections
        1.704-1(b)(2)(ii)(d)(4), (5) and (6).

       

      The
        foregoing definition of Adjusted Capital Account Deficit is intended to comply
        with the provisions of Regulations Section 1.704-l(b)(2)(ii)(d) and shall
        be
        interpreted consistently therewith.

       

      (b) "Capital
        Account"
        shall have the meaning specified in Section
        7.2.

       

      (c) "Capital
        Contribution"
        shall have the meaning set forth in Section
        7.2(a).

       

      (d) "Code"
        shall mean the U.S. Internal Revenue Code of 1986, as amended.

       

      (e) "Net
        Loss"
        shall mean the net decrease in the Down-MACRO Asset Amount on a day, excluding
        from such calculation the increase due to any contributions with respect
        to a
        Paired Issuance made with respect to the Down-MACRO Holding Trust for such
        day
        and any decrease due to any redemptions made on such day.

       

      (f) "Net
        Profit"
        shall mean the net increase in the Down-MACRO Asset Amount on a day, excluding
        from such calculation the increase due to any contributions with respect
        to a
        Paired Issuance made on such day and any decrease due to any distributions
        or
        redemptions made on such day.

       

      (g) "Nonrecourse
        Deductions"
        shall have the meaning set forth in Regulations Section
        1.704-2(b)(1).

       

      (h) "Nonrecourse
        Liability"
        shall have the meaning set forth in Regulations Section
        1.752-1(a)(2).

       

      (i) "Partner
        Nonrecourse Debt"
        shall have the meaning set forth in Regulations Section
        1.704-2(b)(4).

       


      
        
          
          

        

        
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      (j) "Partner
        Nonrecourse Debt Minimum Gain"
        shall have the meaning set forth in Regulations Section
        1.704-2(i)(3).

       

      (k) "Partner
        Nonrecourse Deductions"
        shall have the meaning set forth in Regulations Section
        1.704-2(i)(2).

       

      (l) "Partnership
        Minimum Gain"
        shall have the meaning set forth in Regulations Section
        1.704-2(b)(2).

       

      (m) "Regulations"
        shall mean United States Treasury Regulations.

       

      (n) "Regulatory
        Allocations"
        shall have the meaning set forth in Section
        7.3(h).

       

      ARTICLE
        8

       

      REPORTING

       

      Section
        8.1 Calculations
        for the Down-MACRO Holding Shares.

       

      (a) On
        each Price Determination Day, the Trustee shall calculate, within the time
        period agreed upon by the Trustee and the Administrative Agent, the following
        data:

       

      (i) the
        Down-MACRO Aggregate Par Amount and the Up-MACRO Aggregate Par Amount on
        that
        day;

       

      (ii) the
        Down-MACRO Asset Amount and the Up-MACRO Asset Amount on that day;

       

      (iii) the
        Down-MACRO Underlying Value and the Up-MACRO Underlying Value on that day,
        and
        the Per Share Underlying Value of a Down-MACRO Holding Share, an Up-MACRO
        Holding Share, a Down-MACRO Tradeable Share and an Up-MACRO Tradeable Share
        on
        that day;

       

      (iv) the
        Down-MACRO Daily Fee Accrual and the Up-MACRO Daily Fee Accrual for that
        day and
        the cumulative amount of the Down-MACRO Daily Fee Accruals and the Up-MACRO
        Daily Fee Accruals for each day since the preceding Distribution
        Date;

       

      (v) the
        Down-MACRO Investment Amount and the Up-MACRO Investment Amount on the preceding
        Distribution Date and the Down-MACRO Investment Amount and the Up-MACRO
        Investment Amount on that day;

       

      (vi) the
        Down-MACRO Available Income Accrual and the Up-MACRO Available Income Accrual
        for that day and the cumulative amount of the Down-MACRO Available Income
        Accruals and the Up-MACRO Available Income Accruals for each day since the
        preceding Distribution Date;

       

      (vii) the
        amount of the Down-MACRO Available Income in the Down-MACRO Holding Trust
        and
        the amount of the Up-MACRO Available Income in the Up-MACRO Holding Trust
        and
        the amount of the Down-MACRO Available Income and the amount of the Up-MACRO
        Available Income allocable to each Down-MACRO Holding Share and Up-MACRO
        Holding
        Share, respectively;

       


      
        
          
          

        

        
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      (viii) the
        Down-MACRO Earned Income Accrual and the Up-MACRO Earned Income Accrual for
        that
        day and the cumulative amount of the Down-MACRO Earned Income Accruals and
        the
        Up-MACRO Earned Income Accruals for each day since the preceding Distribution
        Date;

       

      (ix) the
        number of Down-MACRO Holding Shares and Up-MACRO Holding Shares issued in
        Paired
        Issuances during the current Calculation Period;

       

      (x) the
        number of Down-MACRO Holding Shares and Up-MACRO Holding Shares redeemed
        in a
        Paired Optional Redemption during the current Calculation Period, as well
        as the
        amount of cash or Eligible Treasuries delivered in such Paired Optional
        Redemption;

       

      (xi) the
        Net Par Amount Increase or Net Par Amount Decrease, if any, that occurred
        on
        that day; and

       

      (xii) the
        number of Down-MACRO Holding Shares and Up-MACRO Holding Shares Outstanding
        on
        that day.

       

      (b) On
        each Price Determination Day, the Trustee shall provide to the Administrative
        Agent for posting on the MACROshares Website, not later than one hour prior
        to
        the open of trading on the AMEX or the applicable stock exchange on which
        the
        Down-MACRO tradeable shares are listed, the data contained in clause (iii)
        of
clause
        (a)
        of this Section
        8.1.
        The Administrative Agent shall post all of the information calculated and
        provided to it by the Trustee pursuant to this Section
        8.1(b)
        on the MACROshares Website on each Price Determination Day, within thirty
        minutes of receipt thereof from the Trustee.

       

      (c) On
        each Redemption Order Date and the Final Scheduled Termination Date or an
        Early
        Termination Date, within the time period agreed upon by the Administrative
        Agent
        and the Trustee, the Trustee shall calculate the following data (in the case
        of
        each Redemption Order Date, based upon copies of each Redemption Order and
        each
        Creation Order received by the Administrative Agent with respect to such
        date
        and forwarded by it to the Trustee), and provide such data to the Administrative
        Agent:

       

      (i) the
        Down-MACRO Underlying Value, the Up-MACRO Underlying Value and the Per Share
        Underlying Value of a Down-MACRO Holding Share, an Up-MACRO Holding Share,
        a
        Down-MACRO Tradeable Share and an Up-MACRO Tradeable Share, on the Redemption
        Order Date (or, in the case of the Final Scheduled Termination Date or an
        Early
        Termination Date, the last preceding Price Determination Day), as calculated
        in
        accordance with the method specified in this Trust Agreement and the Up-MACRO
        Holding Trust Agreement;

       

      (ii) the
        Down-MACRO Settlement Payment, if any, to be paid by the Down-MACRO Holding
        Trust to the Up-MACRO Holding Trust and the Up-MACRO Settlement Payment,
        if any,
        to be paid by the Up-MACRO Holding Trust to the Down-MACRO Holding Trust
        under
        the Settlement Contracts on such Redemption Date; 


      (iii) the
        Redemption Cash Component, if any; and

       


      
        
          
          

        

        
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      (iv) the
        Final Distribution and the portion thereof that is allocable to each Down-MACRO
        Holding Share and each Up-MACRO Holding Share.

       

      (d) On
        each Issuance Order Date, within the time period agreed upon by the Trustee
        and
        the Administrative Agent, the Trustee shall calculate the following data
        and
        provide such data to the Administrative Agent and the Depositor:

       

      (i) the
        Down-MACRO Underlying Value, the Up-MACRO Underlying Value, and the Per Share
        Underlying Value of a Down-MACRO Holding Share, an Up-MACRO Holding Share,
        a
        Down-MACRO Tradeable Share and an Up-MACRO Tradeable Share on such Issuance
        Order Date; and

       

      (ii) the
        Net Par Amount Increase or Net Par Amount Decrease, as applicable, which
        occur
        on the related Issuance Date.

       

      (e) 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) the
        Down-MACRO Fee Deduction Amount and the Up-MACRO Fee Deduction Amount for
        each
        of the three preceding Calculation Periods;

       

      (ii) the
        aggregate amount of all Down-MACRO Expenses, all Down-MACRO Fees, all Up-MACRO
        Expenses and all Up-MACRO Fees presented to the Trustee for payment during
        each
        of the three preceding Calculation Periods;

       

      (iii) the
        Down-MACRO Income Distribution Payment, if any, paid by the Down-MACRO Holding
        Trust to the Up-MACRO Holding Trust and the Up-MACRO Income Distribution
        Payment, if any, paid by the Up-MACRO Holding Trust to the Down-MACRO Holding
        Trust under the Income Distribution Agreement on each of the three preceding
        Distribution Dates; 

       

      (iv) the
        Down-MACRO Earned Income Accrual and the Up-MACRO Earned Income Accrual for
        each
        of the three preceding Calculation Periods; 

       

      (v) the
        Down-MACRO Available Income and the Up-MACRO Available Income for the preceding
        three Calculation Periods;

       

      (vi) each
        Quarterly Distribution and each Final Distribution made by each of the Paired
        Holding Trusts and passed through by the Down-MACRO Tradeable Trust and Up-MACRO
        Tradeable Trust; and

       

      (vii) the
        number of Down-MACRO Holding Shares and Up-MACRO Holding Shares redeemed
        during
        the preceding calendar quarter and the number of Down-MACRO Holding Shares
        and
        the Up-MACRO Holding Shares issued during the preceding calendar
        quarter.


      Section
        8.2 Periodic
        Reports.

       

      (a) After
        the end of each fiscal year, the Depositor shall cause to be prepared an
        annual
        report on Form 10-K for the Down-MACRO Holding 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.

       


      
        
          
          

        

        
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      (b) After
        the end of each fiscal quarterly period, the Depositor shall cause to be
        prepared a quarterly report on Form 10-Q for the Down-MACRO Holding 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 or the Administrative Agent 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:

       

      (i) the
        occurrence of a Trustee Termination Event;

       

      (ii) the
        occurrence of a trading halt on any stock exchange on which the Down-MACRO
        Holding Shares are listed and the reason for such trading halt;

       

      (iii) the
        appointment of a Successor Trustee;

       

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

       

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

       

      (vi) the
        occurrence of a Termination Trigger;

       

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


      (viii) 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

       

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

       


      
        
          
          

        

        
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      Section
        8.4 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 Holding 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 Holding 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 Holding Trust's
        auditors.

       

      Section
        8.5 Trust
        Accounting Agent Responsibilities.
        The
        Trustee, in its capacity as the Trust 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
        Holding 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 Holding Trust
        by
        the Trustee in accordance with this Trust Agreement.

       

      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 Holding Trust, the Trustee, the Holders
        of
        the Down-MACRO Holding Shares, the Up-MACRO Holding Trust, the Up-MACRO Holding
        Trustee, the Holders of the Up-MACRO Holding 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.

       


      
        
          
          

        

        
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      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 the performance of the Eligible
        Treasuries, market fluctuations or other similar market or investment risks
        associated with ownership of the Down-MACRO Holding 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 Holding 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.

       

      (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 Holding 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 Holding Trust and held harmless against any loss, liability or
        expense arising under the Income Distribution Agreement, the Settlement
        Contracts or any 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 Holding Trust of the
        costs
        and expenses incurred by such Depositor Indemnified Party in defending itself
        against any such indemnified claim or liability.

       


      
        
          
          

        

        
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      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
        Holding Trust, the Trustee, the Holders of the Down-MACRO Holding Shares,
        the
        Up-MACRO Holding Trust, the Up-MACRO Holding Trustee, the Holders of the
        Up-MACRO Holding 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 Tradeable 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 Holding 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 Holding Shares and the rights and duties of the parties
        hereto.

       

      Section
        10.4 Administrative
        Agent Indemnification of the Down-MACRO Holding Trust and the
        Trustee.
        The
        Administrative Agent shall indemnify and hold harmless the Down-MACRO Holding
        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 Holding Trust
        or the
        Holders of the Down-MACRO Holding Shares for any liabilities, costs or expenses
        of the Down-MACRO Holding Trust with respect to any action taken by the Trustee
        at the request of the Holders of the Down-MACRO Holding Shares; provided,
        further, that the Administrative Agent shall not indemnify the Down-MACRO
        Holding Trust or the Holders of the Down-MACRO Holding 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 Holding Shares or losses incurred
        as
        a result of a default on any Eligible Treasuries; and provided, further,
        that
        the Administrative Agent shall not indemnify the Down-MACRO Holding Trust
        or the
        Holders of the Down-MACRO Holding Shares for any liabilities, costs or expenses
        of the Down-MACRO Holding Trust or the Holders of the Down-MACRO Holding
        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 Holding Trust or the Holders
        of
        the Down-MACRO Holding 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 Holding 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.

       


      
        
          
          

        

        
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      Section
        10.5 Delegation
        of Duties by Administrative Agent; Assignment of Fees.
        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. Furthermore, any delegation of
        duties
        by the Administrative Agent with respect to the Down-MACRO Holding Trust
        shall
        be accompanied by the delegation of such similar duties to the same entity
        with
        respect to the Up-MACRO Holding Trust, unless the prior written consent of
        the
        Depositor is 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 Fee hereunder to any third party.


       

      Section
        10.6 Resignation
        or Removal of Administrative Agent.

       

      (a) The
        Administrative Agent shall hold office until its successor shall have been
        appointed by the Holders in accordance with this Trust Agreement following
        its
        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.

         


        
          
            
            

          

          
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      (c) Any
        Administrative Agent may resign hereunder by an instrument in writing signed
        by
        the Administrative Agent and delivered to the Depositor and the Trustee,
        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 Holding Trust, the Depositor and the resigning
        Administrative Agent; or

       

      (ii) until
        the assets of the Down-MACRO Holding 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 Holding Trust of an instrument of resignation, the resigning
        Administrative Agent may petition at the expense of the Down-MACRO Holding
        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 this
        Trust Agreement.

       

      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 Holding Trust, the Trustee,
        the
        Administrative Agent, the Holders of the Down-MACRO Holding Shares, the Up-MACRO
        Holding Trust, the Up-MACRO Holding Trustee, the Holders of the Up-MACRO
        Holding
        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 Tradeable 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 Holding Shares sufficient to hold it harmless
        from such liability.

       


      
        
          
          

        

        
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      Section
        10.10 Marketing
        Agent Indemnification of the Down-MACRO Holding Trust and the
        Trustee.
        The
        Marketing Agent shall indemnify and hold harmless the Down-MACRO Holding
        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 Holding Trust or the Holders of the Down-MACRO Holding Shares
        for
        any liabilities, costs or expenses of the Down-MACRO Holding Trust with respect
        to any action taken by the Trustee at the request of the Holders of the
        Down-MACRO Holding Shares; provided, further, that the Marketing Agent shall
        not
        indemnify the Down-MACRO Holding Trust or the Holders of the Down-MACRO Holding
        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 Holding
        Shares or losses incurred as a result of a default on any Eligible Treasuries;
        and provided, further, that the Marketing Agent shall not indemnify the
        Down-MACRO Holding Trust or the Holders of the Down-MACRO Holding Shares
        for any
        liabilities, costs or expenses of the Down-MACRO Holding Trust or the Holders
        of
        the Down-MACRO Holding 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
        Holding Trust or the Holders of the Down-MACRO Holding 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 Holding 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.

       

      Section
        10.11 Delegation
        of Duties by Marketing Agent; Assignment of Fees.
        In the
        ordinary course of business, the 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. Furthermore, any delegation of duties by the
        Marketing Agent with respect to the Down-MACRO Holding Trust shall be
        accompanied by the delegation of such similar duties to the same entity with
        respect to the Up-MACRO Holding Trust, unless the prior written consent of
        the
        Depositor is obtained. Notwithstanding anything herein to the contrary, the
        Marketing Agent shall not assign any of its duties and responsibilities as
        a
        Marketing Agent; provided,
        that,
        the Marketing Agent shall be entitled to assign or pledge its right to receive
        its fee hereunder to any third party.

       


      
        
          
          

        

        
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      ARTICLE
        11

       


      EARLY
        TERMINATION

       

      Section
        11.1 Termination
        Triggers.

       

      (a) The
        Down-MACRO Holding 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 Down-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;

       

      (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 Tradeable 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;

       


      
        
          
          

        

        
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      (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 hereunder
        or
        becomes bankrupt or insolvent, and no suitable replacement is willing and
        able
        to assume the duties of the Administrative Agent hereunder;

       

      (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

       

      (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 the Depositor elects to terminate the Paired Holding
        Trusts.


      (b) The
        Administrative Agent will be responsible for notifying the Depositor and
        the
        Trustee of the occurrence of the Termination Triggers described in subclauses
        (i),
        (ii),
        (vi)
        and (vii)
        of clause (a)
        of this Section
        11.1.
        Upon obtaining knowledge of the occurrence of any of the Termination Triggers
        described in subclauses (iii),
        (iv),
        (v),
        (viii),
        (ix)
        and (x)
        of clause (a)
        of this Section
        11.1,
        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.

       


      
        
          
          

        

        
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      (c) On
        the next Distribution Date following the occurrence of a Termination Trigger
        (an
        "Early
        Termination Date"),
        the Trustee and the Up-MACRO Holding Trustee shall terminate the Income
        Distribution Agreement and settle all of the Settlement Contracts on behalf
        of
        the Paired Holding Trusts. The Trustee shall then make a Final Distribution
        on
        all Outstanding Down-MACRO Holding Shares, as set forth in Section
        5.2.
        Upon receipt of this Final Distribution, all Outstanding Down-MACRO Holding
        Shares shall be deemed to be redeemed in full.

       

      (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 funds are available in the Down-MACRO Holding Trust to make
        any
        Quarterly Distribution, any failure by the Trustee to make such Quarterly
        Distribution in the amount determined in accordance with the calculations
        required to be made pursuant to ARTICLE 4 hereof, which failure continues
        unremedied for a period of five (5) or more Business Days;

       

      (b) any
        failure by the Trustee to distribute the proceeds of all of the Trust Assets
        on
        the Final Scheduled Termination Date, which failure continues unremedied
        for a
        period of five (5) or more Business Days;


      (c) to
        the extent that funds are available in the Down-MACRO Holding Trust, any
        failure
        by the Trustee to make any payment required to be made under the Income
        Distribution Agreement or the Settlement Contracts, which failure continues
        unremedied for a period of five (5) or more Business Days;

       


      
        
          
          

        

        
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      (d) 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;

       

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

       

      (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;

       

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

       

      (h) 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 Holding 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 Duties
        of Trustee.

       

      (a) The
        Trustee undertakes to perform such duties and only such duties as are
        specifically set forth in this Trust Agreement, including:

       


      
        
          
          

        

        
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      (i) causing
        the Down-MACRO Holding Trust to make its required payments under the Income
        Distribution Agreement and the Settlement Contracts;

       

      (ii) making
        distributions on the Down-MACRO Holding Shares in accordance with Section
        5.2
        and Section
        6.1
        hereof;

       

      (iii) administering
        the Down-MACRO Holding Trust;

       

      (iv) at
        the direction of the Administrative Agent, acquiring Eligible Treasuries
        on
        behalf of the Down-MACRO Holding Trust;

       

      (v) paying
        the fees and expenses of the Down-MACRO Holding Trust, as specified in
Section
        5.3
        and Section
        5.4
        of this Trust Agreement;

       

      (vi) effecting
        Paired Optional Redemptions in accordance with the provisions of Section
        6.1
        hereof;

       

      (vii) effecting
        Paired Issuances in accordance with the provisions of Section
        6.2
        hereof;

       

      (viii) performing
        the calculations required under Section
        4.1
        and Section
        8.1
        and providing such calculations to the Calculation Agent and the Administrative
        Agent, as applicable;

       

      (ix) preparing
        and delivering any notices required to be delivered to the Registered Owners
        of
        the Down-MACRO Holding Shares hereunder; and

       

      (x) performing
        all of the other obligations required of it under this Trust Agreement and
        the
        other Transaction Documents.

       

      (b) 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. 

       

      (c) 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.

       

      (d) 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.

       


      
        
          
          

        

        
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      (e) The
        Trustee shall have no power to vary the corpus of the Down-MACRO Holding
        Trust,
        except as expressly directed by the Administrative Agent in accordance with
        the
        provisions of this Trust Agreement.

       

      (f) 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 Holding 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.

       

      (d) Subject
        to Section
        13.1(c)
        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 Down-MACRO Aggregate Par Amount. 

       

      (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, the Administrative Agent or any other
        Person
        in connection with their duties under this Trust Agreement or in connection
        with
        the Down-MACRO Holding Trust generally.

       


      
        
          
          

        

        
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      (g) Except
        as may be required by Section
        13.1(b)
        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 Holding Shares.
        The
        Trustee assumes no responsibility for the correctness of the recitals contained
        herein and in the Down-MACRO Holding Shares (other than the certificate of
        authentication on the Down-MACRO Holding 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 Holding Shares (other than the certificate
        of
        authentication on the Down-MACRO Holding Shares).

       

      Section
        13.4 Holders
        May Direct Trustee.
        Holders
        of Down-MACRO Holding 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
        required, permitted or empowered 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,
        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 Holding
        Trust.

       

      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 from
        the
        Trust Assets 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 Holding 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 Holding 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 Holding 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 Holding 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 Holding 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 Holding 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)
        to
        protect the Down-MACRO Holding 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 or shall be secured by a lien on the Trust
        Assets.

       


      
        
          
          

        

        
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      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 Holding Trust, the
        Down-MACRO Tradeable Trust and the Up-MACRO Tradeable 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.

       

      (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
        Holding Trust, the Depositor, the Administrative Agent and the resigning
        Trustee; or

       


      
        
          
          

        

        
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      (ii) until
        the assets of the Down-MACRO Holding 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
        and
        the Down-MACRO Holding Trust of an instrument of resignation, the resigning
        Trustee may petition at the expense of the Down-MACRO Holding 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 Holding
        Trust pursuant to Section
        13.1(c).

       

      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.

       

      (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 Holding Shares,
        voting by Down-MACRO 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.

       


      
        
          
          

        

        
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      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
        Holding 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 Holding Trust Agreement, the Down-MACRO Tradeable Trust
        Agreement and the Up-MACRO Tradeable 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 Holding 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;

       

      (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.

       


      
        
          
          

        

        
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      (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 Holding 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. 

       

      (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 Holding 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 Holding Shares. The Trustee,
        the
        Calculation 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 Holding 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 Holding 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 out of the assets
        of the Down-MACRO Holding Trust 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 and the Down-MACRO Holding Trust or the resignation or removal
        of the
        Trustee or the Administrative Agent. If sufficient funds are not on deposit
        in
        the Fee Payment Account to reimburse the Trustee or the Administrative Agent
        for
        any taxes paid by either of them on behalf of the Down-MACRO Holding Trust,
        the
        Depositor shall reimburse the Trustee and the Administrative Agent
        therefor.

       


      
        
          
          

        

        
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      (e) The
        accounts of the Down-MACRO Holding 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 pursuant to Section
        5.3
        hereof. 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 Holding
        Shares.
        All
        rights of action and claims under this Trust Agreement or the Down-MACRO
        Holding
        Shares may be prosecuted and enforced by the Trustee without the possession
        of
        any of the Down-MACRO Holding 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 Holding 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 Holding 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 Holding Shares. 

       

      Section
        13.15 Maintenance
        of Office or Agency.
        The
        Trustee will 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 Holding 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 Holding Shares of any change in the location
        of the Corporate Trust Office.

       


      
        
          
          

        

        
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      ARTICLE
        14

       

      TERMINATION

       

      Section
        14.1 Termination
        of Trust.
        The
        Down-MACRO Holding 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 Holding 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 Holding Trust, the Trustee, after making the
        Final
        Distribution provided for in Section
        5.2
        and
        distributing ratably to each Holder of any other Trust Assets, shall wind
        up the
        activities and affairs of the Down-MACRO Holding 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
        Holding 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 "Down-MACRO
        Underlying Value,"
        "Up-MACRO
        Underlying Value,"
        "Down-MACRO
        Income Distribution Payment,"
        "Up-MACRO
        Income Distribution Payment,"
        "Down-MACRO
        Settlement Payment,"
        "Up-MACRO
        Settlement Payment"
        or any constituent defined terms that are a part of the foregoing defined
        terms;
        or (ii) to modify the number of Paired Holding Shares that constitute a MACRO
        Unit. In addition, no amendments shall be voted upon or declared effective
        and
        no consents with respect to any matter under this Trust Agreement shall be
        sought during any period when less than a Majority of the Outstanding Down-MACRO
        Holding Shares are held by 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 Holding 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 Up-MACRO Holding Trust
        Agreement, the Down-MACRO Tradeable 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
        Holding 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 Holding Shares or to modify any
        provisions of this Trust Agreement in any manner that does not adversely
        affect
        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 effecting Paired Issuances and Paired Optional Redemptions
        set forth herein in connection with an amendment of the Participants Agreement
        entered into among the Trustee, the Up-MACRO Holding Trustee, the Down-MACRO
        Tradeable Trustee, the Up-MACRO Tradeable 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 an opinion in form and substance satisfactory to the Depositor that
        such
        amendment will not cause the Down-MACRO Holding Trust to be treated as an
        association taxable as a corporation must be delivered in connection with
        any
        amendment referenced in the foregoing clause
        (iii)
        and clause
        (vi);
        provided,
        further,
        that no amendment of this Trust Agreement may be made if it would have the
        effect of causing the Down-MACRO Holding 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.

       


      
        
          
          

        

        
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      (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 Holding Shares evidencing not
        less
        than a majority of the Down-MACRO 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 Holding Shares; provided,
        that the Up-MACRO Holding Trust Agreement shall be amended in an identical
        manner in accordance with the amendment provisions thereof; provided further still,
        that, without the written consent of each Holder of the Down-MACRO Holding
        Shares and the Up-MACRO Holding 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 Holding Shares; or (ii) reduce the
        percentage of Holders that are required to consent to any of the foregoing
        amendments; provided,
        further still,
        that the use of the spot price of West Texas Intermediate Crude Oil generated
        by
        the Dow Jones Energy Service as the Substitute Reference Oil Price shall
        not
        require the consent of any of the Holders, and the selection of any other
        Substitute Reference Oil Price after the NYMEX Sublicensing Agreement has
        been
        terminated may be made at the direction, or with the consent, of a Majority
        of
        the Holders; provided,
        further still
        that in the event that the Depositor and Administrative Agent default on
        their
        obligation under this Trust Agreement to pay all fees and expenses of the
        Down-MACRO Holding Trust and the Down-MACRO Tradeable Trust that accrue in
        excess of the Daily Fee Accrual Rate, the Trustee shall seek the consent
        of a
        Majority of the Holders of the Down-MACRO Holding Shares to use funds on
        deposit
        in the Distribution Account to pay such fees and expenses; and provided further still,
        if such amendment is adopted and approved by each Holder of the Down-MACRO
        Holding Shares, such amendment shall not be effective unless and until an
        identical amendment has been made to the Up-MACRO Holding Trust Agreement
        in
        accordance with the amendment provisions thereof.

       

      (d) Subject
        to clause
        (a)
        of this Section
        15.1,
        this Trust Agreement may be amended at any time prior to the initial Paired
        Issuance 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) The
        Trustee and the Depositor may amend the Income Distribution Agreement or
        the
        Settlement Contracts in any manner that is otherwise not prohibited by the
        terms
        of clause
        (a)
        of this Section
        15.1.

       


      
        
          
          

        

        
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      (f) Promptly
        after the execution of any amendment or consent pursuant to this Section
        15.1,
        the Depositor shall prepare and file a Form 8-K with the SEC setting forth
        the
        provisions of such amendment.

       

      (g) 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 Holding Shares shall be subject to such reasonable requirements
        as
        the Trustee may prescribe.

       

      (h) Holders
        evidencing not less than a majority of the Down-MACRO 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 Holding Shares or to make any Down-MACRO Income Distribution Payment
        or any Down-MACRO Settlement Payment. 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.

       

      Section
        15.2 Registration
        (Initial and Continuing) of Down-MACRO Holding 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 Holding 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 Holding 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 Holding Trust shall continue to offer or sell Down-MACRO Holding
        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 the manner provided
        for in Section
        5.3.

       

      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
        Holding 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.

       


      
        
          
          

        

        
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      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 Holding 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 Holding Shares and the Trustee hereunder in
        and to
        all property comprising the Trust Assets. Not later than the Closing Date,
        the
        Depositor shall file a financing statement covering the interest of the Up-MACRO
        Holding Trustee, on behalf of the Up-MACRO Holding Trust, in the Trust Assets
        which shall secure the obligations of the Down-MACRO Holding Trust to the
        Up-MACRO Holding Trust under the Income Distribution Agreement and the
        Settlement Contracts. 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.

       

      (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 Holding 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 Holding 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 Holding Shares.

       

      (a) The
        death or incapacity of any Holder of the Down-MACRO Holding Shares shall
        not
        operate to terminate this Trust Agreement or the Down-MACRO Holding 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 Holding
        Trust, or otherwise affect the rights, obligations and liabilities of the
        parties hereto or any of them.

       

      (b) No
        Holder of the Down-MACRO Holding 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 Holding Trust, or the obligations
        of the parties hereto, nor shall any Holder of the Down-MACRO Holding 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.

       


      
        
          
          

        

        
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      (c) No
        Holder of the Down-MACRO Holding 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 Holding
        Shares representing the beneficial ownership of at least 25% of all Outstanding
        Down-MACRO Holding 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 Holding 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 Holding Shares, to obtain or seek to obtain priority over or
        preference to any other Holder of the Down-MACRO Holding 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
        Holding 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.

       

      Section
        15.6 Certain
        Rights of Holders of Down-MACRO Holding Shares; Voting.
        Each
        Holder of Down-MACRO Holding 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 Holding Shares. Holders of Down-MACRO Holding Shares evidencing
        not less than 66 and 2/3% of the Down-MACRO 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
        Holding 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 and not inconsistent with such direction or
        with
        the limitations imposed by Section
        2.3
        and
Section
        3.1(b)
        hereof.

       

      In
        accordance with Section
        15.6
        of the
        Down-MACRO Tradeable Trust Agreement, the holders of the Down-MACRO Tradeable
        Shares shall be able 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 on (i) any amendments to this Trust Agreement that require the prior
        written consent of the shareholders as described in Section
        15.1,
        (ii)
        any amendment to the Income Distribution Agreement and the Settlement Contracts,
        (iii) the termination of the Trustee, (iv) the appointment of a Successor
        Trustee, (v) the termination of the Calculation Agent, (vi) the appointment
        of a
        successor Calculation Agent, and (vii) any amendments to the certificate
        of
        trust filed with the New York Secretary of State.

       


      
        
          
          

        

        
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      Section
        15.7 MACRO
        Licensing Agreement.
        On the
        Closing Date, the Down-MACRO Holding Trust shall enter into the MACRO Licensing
        Agreement with MacroMarkets LLC, the Administrative Agent, the Down-MACRO
        Tradeable 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 Section
        5.4
        hereof.



      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.

       

      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

              
	 	 


      

      

        
          
            
            

          

          
            89

            
              

            

          

          
            
            

          

        



      
        	
                If
                  to the Trustee, to:

              	
                State
                  Street Bank and Trust Company

                200
                  Clarendon Street

                Boston,
                  Massachusetts 02116

                Attention:
                  Timothy McGowan

                Facsimile:
                  (617) 937-6033

              


      

      


      
        	
                With
                  a copy to:

              	
                State
                  Street Bank and Trust Company

                200
                  Clarendon Street

                Boston,
                  Massachusetts 02116

                Attention:
                  Andrew Josef

                Facsimile:
                  (617) 351-4314

              
	 	 
	
                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

              
	 	 
	
                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
        Holding 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 Holding Shares or the rights of the Holders
        of
        the Down-MACRO Holding Shares.

       


      
        
          
          

        

        
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      Section
        15.11 Down-MACRO
        Holding Shares Nonassessable and Fully Paid.
        It is
        the intention of the parties to this Trust Agreement that the Holders of
        the
        Down-MACRO Holding Shares shall not be personally liable for obligations
        of the
        Down-MACRO Holding Trust, that the interests in the Down-MACRO Holding Trust
        represented by the Down-MACRO Holding Shares shall be nonassessable for any
        losses or expenses of the Down-MACRO Holding Trust or for any reason whatsoever
        and that the Down-MACRO Holding 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 Holding Trust, acquiesce in, petition for or otherwise
        invoke or cause the Down-MACRO Holding 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 Holding 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 Holding 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 Holding Trust or the
        Depositor.

       

      (b) Each
        of the Trustee, the Depositor, the Administrative Agent and each Marketing
        Agent
        and each Holder, by acceptance of its Down-MACRO Holding 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 a Down-MACRO
        Holding 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 Holding Shares shall have been
        Outstanding.

       

      Section
        15.14 No
        Waiver; Cumulative Remedies.
        No
        failure by the Trustee or the Holders of the Down-MACRO Holding 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.

       


      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      


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

       

      (b) Any
        Notice, request, authorization, direction, consent, waiver or other act by
        the
        Holder of a Down-MACRO Holding 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.

       

      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.

       


      
        
          
          

        

        
          92

          
            

          

        

        
          
          

        

      


      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 Holding
        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:
        Chief Executive Officer

       

      MACRO
        FINANCIAL, LLC,

      as
        Marketing Agent

      
        
           

          By:
            /s/ Samuel Masucci, III    

          Name:
            Samuel Masucci, III

        

        Title:
          Chief Executive Officer

         


         

      

      Acknowledged
        and Accepted By:

      STATE
        STREET BANK AND TRUST COMPANY,

      not
        in
        its individual capacity, but solely as the Trustee for the Up-MACRO Holding
        Trust

       

      By:
        /s/ Michael F. Rogers    

      Name:
        Michael F. Rogers

      Title:
        Executive Vice President

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        A

       

       

      FORM
        OF
        GLOBAL CERTIFICATE

       

      CERTIFICATE
        OF BENEFICIAL INTEREST

       

      -Evidencing-

       

      All
        Undivided Interests

       

      -in-

       

      MACROSHARES
        OIL DOWN HOLDING TRUST

       


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


       

      THIS
        CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AGREEMENT
        REFERRED TO HEREIN. THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR
        OTHERWISE TRANSFERRED EXCEPT: (A) TO THE MACROSHARES OIL DOWN TRADEABLE TRUST,
        (B) TO A TRANSFEREE THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
        INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), ACTING
        FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ONE OR MORE PERSONS WITH RESPECT TO
        WHICH
        THE TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS A
        PURCHASER THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
        BUYER, PROVIDED, THAT SUCH TRANSFEREE MAY NOT BE A BENEFIT PLAN INVESTOR,
        OR (C)
        AN AUTHORIZED PARTICIPANT, WHICH IS AN 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 WITH THE ISSUER.

       

      A
        "BENEFIT PLAN INVESTOR" IS ANY ENTITY THAT IS, OR IS ACTING ON BEHALF OF,
        (A) AN
        "EMPLOYEE BENEFIT PLAN" (WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE
        RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT
        TO
        TITLE I OF ERISA, (B) A "PLAN" (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE "CODE") THAT IS SUBJECT TO SECTION
        4975 OF
        THE CODE, INCLUDING BUT NOT LIMITED TO INDIVIDUAL RETIREMENT ACCOUNTS AND
        KEOGH
        PLANS, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
        OF
        A PLAN'S INVESTMENT IN SUCH ENTITY, INCLUDING BUT NOT LIMITED TO INSURANCE
        COMPANY GENERAL ACCOUNTS.

       

      THE
        ISSUER SHALL REQUIRE ANY HOLDER OF THIS CERTIFICATE (OR OF A BENEFICIAL INTEREST
        HEREIN) TO TRANSFER THIS CERTIFICATE (OR SUCH INTEREST) TO A TRANSFEREE THAT
        IS
        (A) THE MACROSHARES OIL DOWN TRADEABLE TRUST, (B) A QUALIFIED INSTITUTIONAL
        BUYER THAT IS NOT A BENEFIT PLAN INVESTOR OR (C) AN AUTHORIZED PARTICIPANT.
        

       

      EACH
        INITIAL PURCHASER AND TRANSFEREE OF AN INTEREST IN THIS CERTIFICATE WILL
        BE
        DEEMED TO MAKE REPRESENTATIONS, WARRANTIES AND COVENANTS RELATED TO ITS
        COMPLIANCE WITH THE TRANSFER RESTRICTIONS DESCRIBED ABOVE. 

       

      ANY
        TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL
        BE
        VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
        NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE TRUSTEE,
        THE
        ADMINISTRATIVE AGENT, THE MARKETING AGENT, THE DEPOSITOR OR ANY
        INTERMEDIARY.

       


      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      


      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY ("DTC") TO THE CERTIFICATE REGISTRAR 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 MADE TO CEDE & CO. OR TO SUCH OTHER
        ENTITY AS IS REQUESTED 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-3

          
            

          

        

        
          
          

        

      


      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 Holding Share Certificates (the "Certificates")
        evidencing in the aggregate the ownership of all issued and outstanding
        MACROshares Oil Down Holding Shares ("Shares"),
        each
        of which represents a fractional undivided interest in the MACROshares Oil
        Down
        Holding Trust ("Trust"),
        created under the laws of the State of New York by the Third Amended and
        Restated MACROshares Oil Down Holding Trust Agreement, dated as of October
        1,
        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 one or more units which constitutes 50,000 Shares and 50,000
        MACROshares Oil Up Holding Shares (the "Up
        MACRO Holding Shares"),
        which
        represent a fractional undivided interest in the MACROshares Oil Up Holding
        Trust (the "Paired
        Trust")
        or
        integral thereof, and the discretionary option to exchange the Shares, in
        50,000
        Shares increments, into MACROshares Oil Down Tradeable Shares, which represent
        a
        fractional undivided interest in the MACROshares Oil Down Tradeable Trust
        (the
        "Down
        MACRO Tradeable Trust").
        

       

      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 holds on deposit, 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 Holding 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, and,
        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 Trust for the Shares tendered and evidenced by this
        Certificate.

       

      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.

       

      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.

       


      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      


      The
        trustee will not enter into any amendment or modification which would alter
        the
        status of the Down MACRO Tradeable 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 the Underlying Value.

       

      No
        amendment requiring consent of the shareholders may be made at any time during
        which the Down MACRO Tradeable Trust holds less than 50% of the
        Shares.

       

      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-5

          
            

          

        

        
          
          

        

      


      


       

      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:
        ___________, 2006

       

      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:
        ___________, 2006

      



      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

      EXHIBIT
        B

       

       

      FORM
        OF
        INCOME DISTRIBUTION AGREEMENT

      
      

      Filed
        as
        Exhibit 4.5 to this Registration Statement

      


      



      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        C

       

       

      FORM
        OF
        SETTLEMENT CONTRACT

      


      Filed
        as
        Exhibit 4.6 to this Registration Statement

      



      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        D

       

       

      FORM
        OF
        PARTICIPANTS AGREEMENT

      


      Filed
        as
        Exhibit 4.3 to this Registration Statement


      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        E

       

       

      FORM
        OF
        MACRO LICENSING AGREEMENT

      


      Filed
        as
        Exhibit 4.7 to this Registration Statement


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        F

       

       

      NYMEX
        SUBLICENSING AGREEMENT

      


      Filed
        as
        Exhibit 4.8 to this Registration Statement

      



      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        G

       

      MARKETING
        AGENT DUTIES


      


      The
        duties of the Marketing Agent consist of:

      


      *
        developing a marketing strategy for promoting MACRO Securities as financial
        products;

       

      *
        coordinating, developing and implementing a communications strategy, which
        will
        include, among other things, the design and implementation of a web marketing
        strategy, the preparation of marketing materials, and the coordination of
        public
        relations and marketing events; 

       

      *
        leveraging the Marketing Agent's existing relationships to introduce MACRO
        Securities to MacroMarkets LLC's current financial advisors, advisor
        relationships and selected institutional relationships across the United
        States
        and internationally;

       

      *
        introducing and promoting MACRO Securities generally in the financial advisor
        community; and

       

      *
        responding to inquiries and/or providing referrals regarding MACRO
        Securities.


      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        H

       

       

      AFFILIATED
        PERSON VERIFICATION GUIDELINES

       

      
        	
                1.

              	
                Acquisitions
                  of Eligible Treasuries 

              


      

       

      
        	 	
                (a)

              	
                Subject
                  to a best execution requirement pursuant to Section
                  6.8,
                  the Administrative Agent may direct the Trustee to acquire Eligible
                  Treasuries from Authorized Participants or from an Affiliated Person
                  of an
                  Authorized Participant (each, an "AP
                  Affiliated Person,"
                  and, such transaction, an "AP
                  Acquisition")
                  only in the event that the offers of such AP Affiliated Person
                  are within
                  the Range of the Best Yield, as defined
                  below.

              


      

       

      
        	 	
                (b)

              	
                The
                  available market yields for purposes of calculating Best Yield
                  will be
                  based, for trades in Eligible Treasury Securities, on prices displayed
                  on
                  the applicable Bloomberg screen and, for trades in Eligible Treasury
                  Repurchase Agreements, general market offered yields obtained from
                  Bloomberg or another third-party service provider for Eligible
                  Treasury
                  Repurchase Agreements.

              


      

       

      
        	 	
                (c)

              	
                For
                  purposes of this Exhibit
                  H,
                  the "Best
                  Yield"
                  means the average of the five highest yields offered by sellers
                  with whom
                  the Administrative Agent has a trading agreement and the "Range"
                  is the difference between (i) the greater of (x) 0.10% and (y)
                  2% times
                  the Best Yield, which is the bottom of the Range, and (ii) the
                  Best Yield,
                  which is the top of the Range.

              


      

       

      
        	
                2.

              	
                In-Kind
                  Redemptions 

              


      

       

      Any
        "in-kind" Paired Optional Redemption by an AP Affiliated Person will be executed
        in accordance with Section
        6.1(d)
        (an "AP
        In-Kind Redemption").
        

       

      
        	
                3.

              	
                Record
                  Retention

              


      

       

      
        	 	
                (a)

              	
                For
                  each AP Acquisition, the Administrative Agent will retain a print-out
                  of
                  the Bloomberg screen at the time each Eligible Treasury Security
                  purchase
                  order is placed and a print-out of the Bloomberg or other pricing
                  service
                  yield information at the time each Eligible Treasury Repurchase
                  Agreement
                  purchase order is placed (as well as, in each case, the corresponding
                  trade ticket information relating to such AP Acquisition). Such
                  print outs
                  will include all available offers at the time the applicable order
                  was
                  placed, as well as the time, date, amount, counterparty and implied
                  yield
                  or price of each transaction. 

              


      

       

      
        	 	
                (b)

              	
                For
                  each AP Acquisition that was effected at a yield that was lower
                  than the
                  Best Yield, the Administrative Agent will record, contemporaneously
                  with
                  the transaction, why the AP Acquisition was effected at a yield
                  that was
                  lower than the Best Yield.

              


      

       

      
        	 	
                (c)

              	
                For
                  each AP In-Kind Redemption, the Administrative Agent will retain
                  in its
                  books and records, the date of the transaction, the name of the
                  redeeming
                  Authorized Participant, the Eligible Treasury Securities that were
                  delivered in the redemption and the Eligible Treasury Securities
                  that were
                  on deposit in the Down-MACRO Holding Trust immediately prior to
                  the
                  In-Kind Redemption (including on the relevant acquisition date),
                  and the
                  Eligible Treasury Securities which remained on deposit in the Down-MACRO
                  Holding Trust after such redemption.


              


      

       


      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      


       

      
        	 	
                (d)

              	
                The
                  information recorded by the Administrative Agent pursuant to this
                  Section
                  3,
                  will be retained by the Administrative Agent for a period of one
                  year from
                  the date each AP Acquisition and AP In-Kind Redemption took
                  place.

              


      

       

      
        	
                4.

              	
                Independent
                  Verification Procedures

              


      

       

      
        	 	
                (a)

              	
                At
                  the conclusion of each calendar quarter, the Trustee, acting as
                  a
                  verification agent (the "Verification
                  Agent"),
                  shall select, randomly and without notifying the Administrative
                  Agent, one
                  Business Day in each week of the preceding quarter,
                  and

              


      

       

      
        	 	
                (i)

              	
                if
                  any AP Acquisitions occurred on such day, the Verification Agent
                  will
                  verify that (1) the Administrative Agent properly identified and
                  recorded
                  all such AP Acquisitions; and (2) no transactions outside of the
                  Range
                  were executed with any AP Affiliated Person;
                  and

              


      

       

      
        	 	
                (ii)

              	
                if
                  any AP In-Kind Redemptions occurred on such day, the Verification
                  Agent
                  will verify that (1) the Administrative Agent properly identified
                  and
                  recorded all such AP In-Kind Redemptions and (2) that the AP In-Kind
                  Redemptions were executed in accordance to Section
                  2,
                  herein. 

              


      

       

      
        	 	
                (b)

              	
                In
                  the event that the Verification Agent has identified an AP Acquisition
                  outside of the Range or an AP In-Kind Redemption that violates
                  Section
                  6.1(d)
                  (each such transaction, a "Prohibited
                  Transaction"),
                  the Verification Agent shall review all the information retained
                  by the
                  Administrative Agent in accordance with Sections
                  3(a) or 3(b),
                  hereof, as applicable, during, 

              


      

       

      
        	 	
                (i)

              	
                the
                  six-month period that preceded such Prohibited Transaction and
                  

              


      

       

      
        	 	
                (ii)

              	
                the
                  calendar quarter that follows the Prohibited
                  Transaction,

              


      

       

      to
        determine whether any additional Prohibited Transactions occurred.

       

      
        	
                5.

              	
                Remedy
                  for Prohibited Transactions

              


      

       

      
        	 	
                (a)

              	
                In
                  the event that the Verification Agent identifies any Prohibited
                  Transaction, the Verification Agent will notify the Depositor and
                  the
                  Administrative Agent, and the Administrative Agent will be required
                  to pay
                  to the Down-MACRO Holding Trust, for each such Prohibited Transaction
                  within thirty day of such
                  notification,

              


      

       

      
        	 	
                (i)

              	
                if
                  the Prohibited Transaction was an AP Acquisition, the difference
                  between
                  (x) the Best Yield which the Down-MACRO Holding Trust would have
                  obtained
                  had such transaction occurred, less the Range and (y) the yield
                  actually
                  obtained in the Prohibited Transaction; and


              


      


      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)

              	
                if
                  the Prohibited Transaction was an AP In-Kind Redemption, an amount
                  equal
                  to the yield to maturity of the Eligible Treasuries Securities
                  which were
                  delivered minus
                  the yield to maturity of the Eligible Treasuries Securities which
                  should
                  have been delivered to the redeeming AP Affiliated Person.
                  

              


      

       

      
        	
                6.

              	
                These
                  procedures will apply to transactions between the Down-MACRO Holding
                  Trust
                  and any Authorized Participant or any Affiliated Person with regard
                  to the
                  such Authorized Participant, to the extent that such Authorized
                  Participant meets the definition of "principal underwriter" with
                  regard to
                  the Down-MACRO Holding Trust that is set forth in Section 2(a)(29)
                  of the
                  Investment Company Act of 1940, as amended and as interpreted by
                  the SEC
                  and its Staff.

              


      

       


      
        
          
          

        

        
          H-3