EXHIBIT
        4.1


     

    
      

      

    

    
       

      MACRO
        INFLATION DEPOSITOR, LLC,

      as
        Depositor,

       

      STATE
        STREET BANK AND TRUST COMPANY

      as
        Trustee,

       

      MACROMARKETS
        LLC,

      as
        Administrative Agent

       

      NATIXIS
        SECURITIES NORTH AMERICA INC.

      as
        Marketing Agent

       

      and

       

      MACRO
        FINANCIAL, LLC,

      as
        Marketing Agent

       

      AMENDED
        AND RESTATED MACROSHARES

      MEDICAL
        INFLATION UP TRUST SERIES 2008-1 TRUST AGREEMENT 

       

      
        

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        EXHIBIT
          4.1.2

         

         

        TABLE
          OF
          CONTENTS

         

         

        
          	 	 	 	 	
                  Page

                
	 	 	 	 	 
	
                    ARTICLE
                    1

                	 	 
	 	 	 	 	 
	
                   DEFINITIONS

                	 
	 	 	 	 	 
	
                  Section
                    1.1

                	 	
                  Definitions

                	 	
                  1

                
	
                  Section
                    1.2

                	 	
                  Other
                    Definitional Provisions

                	 	
                  18

                
	 	 	 
	
                  ARTICLE
                    2

                	 	 
	 	 	 	 	 
	
                  FORM
                    OF THE CERTIFICATES;

                	 	 
	
                  DELIVERY
                    AND REGISTRATION OF TRANSFER

                	 	 
	
                  OF
                    UP MACROSHARES

                	 	 
	 	 	 
	
                  Section
                    2.1

                	 	
                  Redemption
                    of Founders' Shares

                	 	
                  19

                
	
                  Section
                    2.2

                	 	
                  Acceptance
                    by Trustee

                	 	
                  19

                
	
                  Section
                    2.3

                	 	
                  Limited
                    Purpose of the Up Trust

                	 	
                  19

                
	
                  Section
                    2.4

                	 	
                  Representations
                    and Warranties of the Depositor

                	 	
                  20

                
	
                  Section
                    2.5

                	 	
                  Form
                    of Shares; Book-Entry System; Transferability of Up
                    MacroShares

                	 	
                  21

                
	 	 	 
	
                  ARTICLE
                    3

                	 	 
	 	 	 	 	 
	
                  APPOINTMENT
                    OF THE TRUSTEE,

                	 	 
	
                  ADMINISTRATIVE
                    AGENT AND MARKETING AGENTS;

                	 	 
	
                  ESTABLISHMENT
                    OF ACCOUNTS

                	 	 
	 	 	 
	
                  Section
                    3.1

                	 	
                  Acceptance
                    of Appointment and Matters Relating to the Trustee

                	 	
                  25

                
	
                  Section
                    3.2

                	 	
                  Representations,
                    Warranties and Covenants of the Trustee

                	 	
                  25

                
	
                  Section
                    3.3

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

                	 	
                  27

                
	
                  Section
                    3.4

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

                	 	
                  28

                
	
                  Section
                    3.5

                	 	
                  Establishment
                    of the Securities Account

                	 	
                  31

                
	
                  Section
                    3.6

                	 	
                  Establishment
                    of the Distribution Account

                	 	
                  32

                
	
                  Section
                    3.7

                	 	
                  Establishment
                    of the Netting Account

                	 	
                  33

                
	
                  Section
                    3.8

                	 	
                  Establishment
                    of the Fee Payment Account

                	 	
                  34

                
	 	 	 
	
                  ARTICLE
                    4

                	 	 
	 	 	 	 	 
	
                  CALCULATIONS

                	 	 
	 	 	 
	
                  Section
                    4.1

                	 	
                  Calculations
                    on Business Days

                	 	
                  35

                
	
                  Section
                    4.2

                	 	
                  Calculation
                    of the Applicable Reference Value of Medical Inflation

                	 	
                  35

                
	
                  Section
                    4.3

                	 	
                  Calculation
                    of Income Distribution Payments and Settlement Payments

                	 	
                  35

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  ARTICLE
                    5

                	 	 
	 	 	 	 	 
	
                  DISTRIBUTIONS
                    ON THE UP MACROSHARES

                	 	 
	 	 	 
	
                  Section
                    5.1

                	 	
                  Rights
                    of Holders of the Up MacroShares

                	 	
                  36

                
	
                  Section
                    5.2

                	 	
                  Priority
                    of Payments

                	 	
                  36

                
	
                  Section
                    5.3

                	 	
                  Payment
                    of Expenses

                	 	
                  37

                
	
                  Section
                    5.4

                	 	
                  Payment
                    of Fees

                	 	
                  38

                
	
                  Section
                    5.5

                	 	
                  Payments
                    under the Income Distribution Agreement

                	 	
                  39

                
	
                  Section
                    5.6

                	 	
                  Payments
                    under the Settlement Contracts

                	 	
                  39

                
	 	 	 
	
                  ARTICLE
                    6

                	 	 
	 	 	 	 	 
	
                  REDEMPTIONS
                    AND ISSUANCES OF SHARES;

                	 	 
	
                  THE
                    ADMINISTRATION AND REINVESTMENT OF THE ELIGIBLE TREASURIES

                	 	 
	 	 	 
	
                  Section
                    6.1

                	 	
                  Paired
                    Optional Redemptions

                	 	
                  40

                
	
                  Section
                    6.2

                	 	
                  Paired
                    Issuances

                	 	
                  42

                
	
                  Section
                    6.3

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

                	 	
                  43

                
	
                  Section
                    6.4

                	 	
                  Settlement
                    of Redemptions

                	 	
                  44

                
	
                  Section
                    6.5

                	 	
                  Settlement
                    of Issuances

                	 	
                  45

                
	
                  Section
                    6.6

                	 	
                  Suspension
                    or Delay of Settlement

                	 	
                  46

                
	
                  Section
                    6.7

                	 	
                  The
                    Participants Agreement

                	 	
                  46

                
	
                  Section
                    6.8

                	 	
                  Administration
                    of Eligible Treasuries

                	 	
                  47

                
	 	 	 
	
                  ARTICLE
                    7

                	 	 
	 	 	 	 	 
	
                  CAPITAL
                    ACCOUNTS OF HOLDERS

                	 	 
	
                  AND
                    OPERATION THEREOF; TAX ALLOCATIONS

                	 	 
	 	 	 
	
                  Section
                    7.1

                	 	
                  Capital
                    Contributions

                	 	
                  48

                
	
                  Section
                    7.2

                	 	
                  Capital
                    Accounts; Allocations

                	 	
                  48

                
	
                  Section
                    7.3

                	 	
                  Regulatory
                    and Related Allocations

                	 	
                  50

                
	
                  Section
                    7.4

                	 	
                  Transfer
                    of or Change in Up MacroShares

                	 	
                  51

                
	
                  Section
                    7.5

                	 	
                  Tax
                    Allocations

                	 	
                  51

                
	
                  Section
                    7.6

                	 	
                  Determination
                    of Certain Matters

                	 	
                  53

                
	
                  Section
                    7.7

                	 	
                  No
                    Deficit Makeup

                	 	
                  54

                
	
                  Section
                    7.8

                	 	
                  U.S.
                    Partnership Tax Treatment

                	 	
                  54

                
	
                  Section
                    7.9

                	 	
                  Definitions

                	 	
                  54

                
	 	 	 
	
                  ARTICLE
                    8

                	 	 
	 	 	 	 	 
	
                  REPORTING

                	 	 
	 	 	 
	
                  Section
                    8.1

                	 	
                  Calculations
                    for the Up MacroShares

                	 	
                  55

                
	
                  Section
                    8.2

                	 	
                  Periodic
                    Reports

                	 	
                  57

                
	
                  Section
                    8.3

                	 	
                  Form
                    8-K Disclosure

                	 	
                  58

                
	
                  Section
                    8.4

                	 	
                  Disclosure
                    Controls and Procedures

                	 	
                  58

                
	
                  Section
                    8.5

                	 	
                  Trust
                    Accounting Agent Responsibilities

                	 	
                  59

                


        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  ARTICLE
                    9

                	 	 
	 	 	 	 	 
	
                  OTHER
                    MATTERS RELATING TO THE DEPOSITOR

                	 	 
	 	 	 
	
                  Section
                    9.1

                	 	
                  Liability
                    of the Depositor

                	 	
                  59

                
	
                  Section
                    9.2

                	 	
                  Limitations
                    on Liability of the Depositor, MacroMarkets LLC, Natixis Securities
                    North
                    America Inc. and MACRO Financial, LLC

                	 	
                  59

                
	
                  Section
                    9.3

                	 	
                  Liabilities;
                    Indemnification

                	 	
                  59

                
	 	 	 
	
                  ARTICLE
                    10

                	 	 
	 	 	 	 	 
	
                  MATTERS
                    RELATING TO THE

                	 	 
	
                  ADMINISTRATIVE
                    AGENT AND THE MARKETING AGENTs

                	 	 
	 	 	 
	
                  Section
                    10.1

                	 	
                  Role
                    of the Administrative Agent

                	 	
                  60

                
	
                  Section
                    10.2

                	 	
                  Liability
                    of the Administrative Agent

                	 	
                  60

                
	
                  Section
                    10.3

                	 	
                  Limitation
                    on Liability of the Administrative Agent

                	 	
                  60

                
	
                  Section
                    10.4

                	 	
                  Administrative
                    Agent Indemnification of the Up Trust and the Trustee

                	 	
                  61

                
	
                  Section
                    10.5

                	 	
                  Delegation
                    of Duties by Administrative Agent; Assignment of Fees

                	 	
                  62

                
	
                  Section
                    10.6

                	 	
                  Resignation
                    or Removal of Administrative Agent

                	 	
                  62

                
	
                  Section
                    10.7

                	 	
                  Role
                    of the Marketing Agents

                	 	
                  63

                
	
                  Section
                    10.8

                	 	
                  Liability
                    of the Marketing Agents

                	 	
                  63

                
	
                  Section
                    10.9

                	 	
                  Limitation
                    on Liability of the Marketing Agents

                	 	
                  63

                
	
                  Section
                    10.10

                	 	
                  Marketing
                    Agents Indemnification of the Up Trust and the Trustee

                	 	
                  63

                
	
                  Section
                    10.11

                	 	
                  Delegation
                    of Duties by Marketing Agents; Assignment of Fees

                	 	
                  64

                
	 	 	 
	
                  ARTICLE
                    11

                	 	 
	 	 	 	 	 
	
                  EARLY
                    TERMINATION

                	 	 
	 	 	 
	
                  Section
                    11.1

                	 	
                  Termination
                    Triggers

                	 	
                  64

                
	 	 	 
	
                  ARTICLE
                    12

                	 	 
	 	 	 	 	 
	
                  TRUSTEE
                    TERMINATION EVENTS

                	 	 
	 	 	 
	
                  Section
                    12.1

                	 	
                  Trustee
                    Termination Events

                	 	
                  66

                
	
                  Section
                    12.2

                	 	
                  Force
                    Majeure

                	 	
                  66

                
	
                  Section
                    12.3

                	 	
                  Notification
                    to Holders of the Up MacroShares

                	 	
                  67

                
	 	 	 
	
                  ARTICLE
                    13

                	 	 
	 	 	 	 	 
	
                  THE
                    TRUSTEE

                	 	 
	 	 	 
	
                  Section
                    13.1

                	 	
                  Duties
                    of Trustee

                	 	
                  67

                
	
                  Section
                    13.2

                	 	
                  Rights
                    of the Trustee

                	 	
                  68

                
	
                  Section
                    13.3

                	 	
                  Trustee
                    Not Liable for Recitals in Up MacroShares

                	 	
                  69

                
	
                  Section
                    13.4

                	 	
                  Holders
                    May Direct Trustee

                	 	
                  69

                
	
                  Section
                    13.5

                	 	
                  Compensation

                	 	
                  69

                
	
                  Section
                    13.6

                	 	
                  Indemnification

                	 	
                  70

                
	
                  Section
                    13.7

                	 	
                  Eligibility
                    Requirements

                	 	
                  70

                
	
                  Section
                    13.8

                	 	
                  Resignation
                    or Removal of Trustee

                	 	
                  70

                


        

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    13.9

                	 	
                  Successor
                    Trustee

                	 	
                  71

                
	
                  Section
                    13.10

                	 	
                  Merger
                    or Consolidation

                	 	
                  72

                
	
                  Section
                    13.11

                	 	
                  Appointment
                    of Co-Trustee or Separate Trustee

                	 	
                  72

                
	
                  Section
                    13.12

                	 	
                  Books,
                    Records; Taxes; Audit

                	 	
                  73

                
	
                  Section
                    13.13

                	 	
                  Trustee
                    May Enforce Claims Without Possession of Up MacroShares

                	 	
                  74

                
	
                  Section
                    13.14

                	 	
                  Suits
                    for Enforcement

                	 	
                  74

                
	
                  Section
                    13.15

                	 	
                  Maintenance
                    of Office or Agency

                	 	
                  74

                
	 	 	 	 	 
	
                  ARTICLE
                    14

                	 	 
	 	 	 	 	 
	
                  TERMINATION

                	 	 
	 	 	 
	
                  Section
                    14.1

                	 	
                  Termination
                    of Trust

                	 	
                  75

                
	 	 	 
	
                  ARTICLE
                    15

                	 	 
	 	 	 	 	 
	
                  MISCELLANEOUS
                    PROVISIONS

                	 	 
	 	 	 
	
                  Section
                    15.1

                	 	
                  Amendment;
                    Waiver of Past Defaults and Termination

                	 	
                  75

                
	
                  Section
                    15.2

                	 	
                  Registration
                    (Initial and Continuing) of Up MacroShares; Certain Securities
                    Law
                    Filings

                	 	
                  77

                
	
                  Section
                    15.3

                	 	
                  Prospectus
                    Delivery

                	 	
                  77

                
	
                  Section
                    15.4

                	 	
                  Protection
                    of Right, Title and Interest to Trust Assets

                	 	
                  77

                
	
                  Section
                    15.5

                	 	
                  Limitation
                    on Rights of Holders of the Up MacroShares

                	 	
                  78

                
	
                  Section
                    15.6

                	 	
                  Certain
                    Rights of Holders of Up MacroShares; Voting

                	 	
                  79

                
	
                  Section
                    15.7

                	 	
                  Licensing
                    Agreement

                	 	
                  79

                
	
                  Section
                    15.8

                	 	
                  Governing
                    Law; Jurisdiction

                	 	
                  79

                
	
                  Section
                    15.9

                	 	
                  Notices

                	 	
                  79

                
	
                  Section
                    15.10

                	 	
                  Severability
                    of Provisions

                	 	
                  81

                
	
                  Section
                    15.11

                	 	
                  Up
                    MacroShares Nonassessable and Fully Paid

                	 	
                  81

                
	
                  Section
                    15.12

                	 	
                  Further
                    Assurances

                	 	
                  81

                
	
                  Section
                    15.13

                	 	
                  Non-Petition
                    Covenant; No Proceedings

                	 	
                  81

                
	
                  Section
                    15.14

                	 	
                  No
                    Waiver; Cumulative Remedies

                	 	
                  82

                
	
                  Section
                    15.15

                	 	
                  Counterparts

                	 	
                  82

                
	
                  Section
                    15.16

                	 	
                  Third-Party
                    Beneficiaries

                	 	
                  82

                
	
                  Section
                    15.17

                	 	
                  Actions
                    or Notices by Holders of the Up MacroShares

                	 	
                  82

                
	
                  Section
                    15.18

                	 	
                  Merger
                    and Integration

                	 	
                  82

                
	
                  Section
                    15.19

                	 	
                  Headings

                	 	
                  82

                


        

         

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

         

        
          EXHIBITS

          

            
              	
                      EXHIBIT
                        A

                    	 	
                      FORM
                        OF UP MACROSHARES

                    
	
                      EXHIBIT
                        B

                    	 	
                      FORM
                        OF INCOME DISTRIBUTION AGREEMENT

                    
	
                      EXHIBIT
                        C

                    	 	
                      FORM
                        OF SETTLEMENT CONTRACT

                    
	
                      EXHIBIT
                        D

                    	 	
                      FORM
                        OF PARTICIPANTS AGREEMENT

                    
	
                      EXHIBIT
                        E

                    	 	
                      FORM
                        OF LICENSING AGREEMENT

                    
	
                      EXHIBIT
                        F

                    	 	
                      [        ]

                    
	
                      EXHIBIT
                        G

                    	 	
                      MARKETING
                        AGENT DUTIES

                    
	
                      EXHIBIT
                        H

                    	 	
                      AFFILIATED
                        PERSON VERIFICATION
                        GUIDELINES

                    


            

          

           

          
            
              
              

            

            
              v

              
                

              

            

            
              
              

            

          

           

        

      

      EXHIBIT
        4.1.2

       

      This
        AMENDED AND RESTATED TRUST AGREEMENT, dated as of
        [          ], 2008 (this
"Trust
        Agreement"),
        is
        hereby entered into among MACRO INFLATION DEPOSITOR, LLC, a Delaware limited
        liability company, as depositor (the "Depositor"),
        STATE
        STREET BANK AND TRUST COMPANY, not in its individual capacity but solely
        as
        trustee (the "Trustee"),
        MARCROMARKETS LLC, not in its individual capacity but solely as administrative
        agent (in such capacity, the "Administrative
        Agent"),
        NATIXIS SECURITIES NORTH AMERICA INC., as marketing agent, and MACRO FINANCIAL,
        LLC, also as marketing agent (the two entities in such capacity, the
"Marketing
        Agents").

       

      WHEREAS,
        the Depositor and the Trustee have entered into a trust agreement, dated
        as of
        [          ], 2008 (the
        "Original
        Trust Agreement"),
        pursuant to which a trust was formed under the laws of the State of New York
        which is known as the "MacroShares Medical Inflation Up Trust Series 2008-1,"
        and which hereafter be referred to as the "Up
        Trust";

       

      WHEREAS,
        concurrently with the formation of the Up Trust, the Depositor and the Trustee
        also entered into a trust agreement, dated as of
        [          ], 2008, pursuant to
        which a trust was formed under the laws of the State of New York which is
        known
        as the "MacroShares Medical Inflation Down Trust Series 2008-1," and which
        shall
        hereafter be referred to as the "Down
        Trust"; 

       

      WHEREAS,
        the parties now wish to amend and restate in its entirety the Original Trust
        Agreement to provide for the issuance of the "MacroShares Medical Inflation
        Up
        Shares Series 2008-1," referred to herein as the "Up
        MacroShares,"
        and to
        specify, among other things, the respective powers and duties of the Trustee,
        the Administrative Agent, the Marketing Agents and the Depositor; and the
        parties to the original trust agreement for the Down Trust are, concurrently,
        amending and restating such agreement to provide for the issuance of the
        "MacroShares Medical Inflation Down Shares Series 2008-1," referred to herein
        as
        the "Down
        MacroShares"
        and
        together with the Up MacroShares the "Paired
        Shares,"
        and to
        make other related amendments; 

       

      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).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         


          "Additional
            Creation Fee"
            shall
            have the meaning set forth in Section 6.2(e). 

           


      

      "Additional
        Deduction Amount"
        shall
        have the meaning set forth in Section
        5.3.

       

      "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 Up MacroShares, an amount equal to the number
        of
        such Up MacroShares multiplied
        by
        the Up
        Stated Par Amount, and (ii) with respect to any Down MacroShares, an amount
        equal to the number of such Down MacroShares multiplied
        by
        the Down
        Stated Par Amount.

       

      "Applicable
        Reference Value of Medical Inflation"
        shall
        mean, the daily linear interpolation of the monthly value calculated and
        published by the Applicable Reference Value Provider for the CPI-U Medical
        Care,
        as calculated by the Administrative Agent pursuant to Section
        4.2
        herein,
        by using the following formula: 

       

      
        	
                CPIt

              	
                =

              	
                CPIM-3

              	
                +

              	
                t-1

              	
                [CPIM-2
                  - CPIM-3],

              
	
                D

              


      

      


      where t
        is a
        specified calendar day in current calendar month M;
        CPIM-2
        and
CPIM-3
        are the
        values of the CPI-U Medical Care for the second and third preceding calendar
        months, respectively, as determined and published by the Applicable Reference
        Value Provider on the corresponding Index Publication Days; and D
        is the
        number of days in current calendar month.

       

      "Applicable
        Reference Value Provider"
        shall
        mean BLS or any other U.S. governmental body which may be responsible for
        the
        calculation of the CPI-U Medical Care in the future. 

       

      "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 FINRA, 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 FINRA 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, and (iii) has entered into a Participants Agreement.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      "Available
        Income"
        shall
        mean the Up Available Income or the Down 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 but not limited to 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.

       

      "BLS"
        shall
        mean the Bureau
        of
        Labor Statistics of the United States.

       

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

       

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

       

      "Calculation
        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 [ ], 2008. 

       

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

       

      "Compounded
        Hurdle Rate"
        shall
        mean the sum
        of
        the
        Hurdle Rate and one
        elevated by the Time Component as reflected in the following
        formula:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
         


                
            where h
            is the
            Hurdle Rate and P
            is the
            Time Component.


      

       

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

       

      "CPI-U"
        shall
        mean the Consumer Price Index for all Urban Consumers as calculated and
        published by the Applicable Reference Value Provider.

       

      "CPI-U
        Medical Care"
        shall
        mean the Medical Care [major group] of the CPI-U as calculated and published
        by
        the Applicable Reference Value Provider.

       

      "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 in its capacity as custodian of
        the
        Trust Assets hereunder on behalf of the Up Trust.

       

      "Daily
        Fee Accrual Rate"
        shall
        mean, with respect to any Business Day, a rate equal to 1.00% 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 Up Trust or the Down 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 Inflation Depositor, LLC and its successors and assigns.

       

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

       

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

       

      "Depository
        Agreement"
        shall
        mean the Blanket Issuer Letter of Representations dated on or about the date
        hereof and delivered by the Trustee, on behalf of the Up Trust, to the
        Depository.

       

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

       

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

       

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

       

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

       

      "Down
        Asset Amount"
        shall
        mean, (i) with respect to any Distribution Date, the aggregate amount of
        funds
        on deposit in the Down Trust on such Distribution Date, including, without
        limitation, all of the maturity proceeds of the Eligible Treasuries held
        by the
        Down 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 Investment Amount plus
        (B) the
        sum
        of the Down 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 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 MacroShares and the Income
        Component of each Up MacroShares 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 MacroShares that were created in such Paired
        Issuances if cash equal to that amount had been invested on the preceding
        Distribution Date.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

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

       

      "Down
        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 Trust on such date, the
product
        of (x)
        the purchase price at which the Down 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 Daily Fee Accrual. If the result of the foregoing calculation is a negative
        number then the Down Available Income Accrual shall be equal to
        zero.

       

      "Down
        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 Asset Amount on such day.

       

      "Down
        Distribution Account"
        shall
        mean the distribution account for the Down Trust established pursuant to
        the
        Down Trust Agreement.

       

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

       

      the
        product
        of
        (i)
        the sum
        of the
        Up Available Income Accrual and the Down Available Income Accrual for that
        day
        and (ii) a fraction the numerator of which is the Down Underlying Value as
        of
        the preceding day and the denominator of which is the sum of the Up Underlying
        Value and the Down Underlying Value, each as of the preceding day; provided,
        that
        on
        the Closing Day, such fraction will equal 0.5,

       

      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 MacroShares 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 MacroShares redeemed on such date that are part of such Net
        Par
        Amount Decrease and the Income Component of each such share.

       

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

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

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

       

      "Down
        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 Daily Fee
        Accruals.

       

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

       

      "Down
        MacroShares"
        shall
        have the meaning set forth in the Recitals to this Trust Agreement.


       

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

       

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

       

      "Down
        Trustee"
        shall
        mean State Street Bank and Trust Company, not in its individual capacity
        but
        solely as trustee of the Down Trust.

       

      "Down
        Income Distribution Payment"
        shall
        mean, with respect to any Distribution Date: 

       

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

       

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

       

      "Down
        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 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 MacroShares Outstanding on that Distribution Date multiplied
        by
        the
        number of Down MacroShares Outstanding on that date of determination.


       

      "Down
        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 MacroShares
        that are being redeemed on such date and the denominator of which is the
        aggregate number of Down MacroShares 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
        Settlement Payment"
        shall
        mean, with respect to any Redemption Date, an Early Termination Date or the
        Final Scheduled Termination Date, an amount equal to:

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
         

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

         

      

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

       

      "Down
        Stated Par Amount"
        shall
        mean the stated par amount of $[20] per Down MacroShares.

       


        "Down
          Underlying Value "
          shall
          mean, with respect to any Business Day occurring during any Calculation
          Period,
          the sum
          of
          the
          Down Asset Amount and the Up Asset Amount reduced by the Up Underlying
          Value.
          The Down Underlying Value will be based on the Applicable Reference Value
          of
          Medical Inflation of the preceding calendar day.


       


        The
          Down
          Underlying Value for any Business Day that is followed by one or more days
          that
          are not Business Days will include the Down Earned Income Accruals for
          each of
          these days. The Down Underlying Value for each day that is not a Business
          Day
          will be equal to the Down Underlying Value on the last preceding Business
          Day.


       

      "DTC"
        shall
        mean The Depository Trust Company.

       

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

       

      "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.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      "Eligible
        Treasury Security"
        shall
        mean any bill, note or bond issued and guaranteed by the United States
        Department of 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 calendar day, the Applicable Reference Value of
        Medical Inflation on such 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

       

      (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.

       

      "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 Up
        MacroShares pursuant to Section
        5.2(a)
        or
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
        [          ] of 2018.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      "FINRA"
        shall
        mean the Financial Industry Regulatory Authority.

       

      "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 Inflation Depositor, LLC and 500 of which were issued to MacroMarkets
        LLC,
        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 an Up MacroShares or a Down MacroShares, as
        the
        context requires.

       

      "Share"
        shall
        mean either an Up MacroShares or a Down MacroShares.

       

      "Hurdle
        Rate"
        shall
        mean [4]% per annum.

       

      "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 Up
        or Down MacroShares to be issued on the related Issuance Date or redeemed
        on the
        related Redemption Date that represents the Up or Down 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 [          ], 2008, and
        each amendment thereto to be made in connection with each Issuance Date or
        Redemption Date, pursuant to which the Paired Trusts will be obligated to
        make
        payments to each other on each Distribution Date based on the Up Earned Income
        Accruals and Down 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 Up Trust to the Down Trust under the Income Distribution Agreement,
        an Up Income Distribution Payment or (ii) if a payment is required to be
        made by
        the Down Trust to the Up Trust under the Income Distribution Agreement, a
        Down
        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.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      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.

       

      "Index
        Publication Day"
        shall
        mean the Business Day in each month on which the CPI-U Medical Care for the
        previous month is published by the Applicable Reference Value
        Provider.

       

      "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 Up 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.

       

      "Leveraged
        Settlement Factor"
        shall
        mean, for any date of determination, the sum
        of
        1 and
        twice the Settlement Factor minus
        1 as
        described in the following formula:

       

      2(Settlement
        Factor-1)+1

       

      "Listing
        Agency Agreement"
        shall
        mean the Listing Agency Agreement, dated as of the date hereof, by and among
        the
        Trustee, the Down Trustee, and the NYSE, pursuant to which the NYSE shall
        render
        listing services to the Macro Trusts.

       

      "Listing
        Agent"
        shall
        mean the NYSE in its role as listing agent under the Listing Agency
        Agreement.

       

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

       

      "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 Up Trust, and the Down Trust, pursuant to which
        MacroMarkets LLC shall license its patented MACROs technology to each of
        the
        Macro Trusts.

       

      "MacroShares"
        shall
        mean, as the context requires, any or all of the Up MacroShares and/or the
        Down
        MacroShares.

       

      "Macro
        Trusts"
        shall
        mean, as the context requires, one or both of the Up Trust and/or the Down
        Trust. 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      "Macro
        Unit"
        shall
        mean 50,000 Up MacroShares and 50,000 Down MacroShares. 

       

      "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
        Agents"
        shall
        mean Natixis Securities North America Inc., in its capacity as marketing
        agent
        hereunder, and its successors and assigns, and 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 [ ], 2008, between the Trustee,
        acting on behalf of the Up Trust and the Down Trustee, acting on behalf of
        the
        Down Trust, as amended and supplemented by the schedule relating
        thereto.

       

      "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 Up 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 Up Aggregate
        Par
        Amount, after giving effect to any Paired Issuances or Paired Optional
        Redemptions occurring on that Business Day. 

       

      "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.

       

      "NYSE"
        shall
        mean the New York Stock Exchange.

       

      "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 Up MacroShares or the Down MacroShares, as applicable,
        and any date of determination, an amount equal to the aggregate number of
        Up
        MacroShares or Down MacroShares, as applicable, issued by the Up Trust or
        the
        Down Trust, as applicable, in Paired Issuances occurring prior to such date
        of
        determination minus
        any such
        Paired Shares redeemed prior to such date of determination in Paired Optional
        Redemptions.

       

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

       

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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

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

       

      "Participants
        Agreement"
        shall
        mean the participants agreement, dated as of [ ], 2008, 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 Shares.

       

      "Per
        Share Underlying Value"
        means,
        with respect to any date of determination occurring during any Calculation
        Period and (i) each Up MacroShare, an amount calculated by dividing
        the Up
        Underlying Value by
        the
        number of Up MacroShares Outstanding on that date, and (ii) each Down
        MacroShare, an amount calculated by dividing
        the Down
        Underlying Value by
        the
        number of Down MacroShares Outstanding 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.

       

      "Prospectus"
        shall
        mean the most current effective prospectus, in the form filed by the Depositor
        on behalf of the Up Trust with the SEC, form time to time. 

       

      "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 Up MacroShares 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 Up 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 [          ],
        2008.]

       

      "Redemption
        Cash Component"
        shall
        have the meaning set forth in Section
        6.1(d)(ii)
        hereof.

       

      "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.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      "Registered
        Owner"
        shall
        mean the Depository or a nominee thereof in whose name the Up MacroShares
        are
        registered in the Share Register.

       

      "Registration
        Statement"
        means
        the registration statement, file no. 333-147948, dated and filed with the
        SEC on
        December 7, 2007, relating to the Up MacroShares, 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 Shares, dated as of the date on which
        such
        Macro Unit was issued by the Paired Trusts and providing for payments between
        the Paired Trusts on the Final Scheduled Termination Date, an Early Termination
        Date or a Redemption Date, which payments are calculated by reference to
        the Up
        Underlying Value and the Down Underlying Value on the Final Scheduled
        Termination Date, on the Early Termination Date or on the relevant Redemption
        Date, as applicable.

       

      "Settlement
        Factor"
        shall
        mean, for any date of determination, the CPI-U Medical Care as of such date
        over
        the CPI-U Medical Care as of the Closing Day, divided by the Compounded Hurdle
        Rate, as provided in the following formula: 

       

      

       

      where
        CPIt  is
        the
        Applicable Reference Value of Medical Inflation on a particular day;
CPI0  is
        the
        Applicable Reference Value of Medical Inflation on the Closing Day; h
        is the
        Hurdle Rate; and P
        is the
        Time Component.

       

      "Settlement
        Payment"
        shall
        mean an Up Settlement Payment or a Down 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
        [          ], 2008, among the
        Trustee, acting on behalf of the Up Trust, the Down Trustee, acting on behalf
        of
        the Down Trust and Wall Street Concepts, Inc., as amended and restated from
        time
        to time.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      "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 $[20].

       

      "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.


       

      "Time
        Component"
        shall
        mean, with respect to any date of determination (i) in [2008], a fraction
        the
        numerator of which is the number of days that has elapsed since the Closing
        Date
        and the denominator is [365] and (ii) in any other year, the sum
        of (x)
        the fraction in clause
        (i)
        above,
        (y) a fraction the numerator of which is the number of days that has elapsed
        since the beginning of that year and the denominator is either 365 or 366,
        depending upon the actual number of days in that year and (z) the product
        of one
        and the number of full calendar years that has elapsed since the Closing
        Date.

       

      "Transaction
        Documents"
        shall
        mean this Trust Agreement, the Down Trust Agreement, the Master Agreement,
        the
        Income Distribution Agreement, the Settlement Contracts, the Participants
        Agreement, the Licensing Agreement, the SNIR Service Agreement and the Listing
        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 Sections
        4.1
        and
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, not in its individual capacity
        but
        solely as Trustee under this Trust Agreement, or its successor in interest
        in
        such capacity, or any successor trustee appointed as herein
        provided.

       

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

       

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

       

      "Trustees"
        shall
        mean, collectively, the Trustee and the Down Trustee.

       

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

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      "Up
        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 0.05% multiplied
        by
        the Up
        Asset Amount on such day, which shall be the fee payable to MacroMarkets
        LLC,
        for services rendered to the Up Trust.

       

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

       

      "Up
        Asset Amount"
        shall
        mean, (i) with respect to any Distribution Date, the aggregate amount of
        funds
        on deposit in the Up Trust on such Distribution Date, including, without
        limitation, all of the maturity proceeds of the Eligible Treasuries held
        by the
        Up 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 Investment Amount plus
        (B) the
        sum
        of the Up 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 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 MacroShares and the Income Component
        of each Down MacroShares 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 MacroShares that were created in such Paired
        Issuances if cash equal to that amount had been invested on the preceding
        Distribution Date.

       

      "Up
        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
        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 Trust on such date, the product
        of (x)
        the purchase price at which the Up 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 Daily Fee Accrual. If the result of the foregoing calculation is a negative
        number then the Up Available Income Accrual shall be equal to zero.

       

      "Up
        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 Asset Amount on such day.

       

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

       

      the
        product
        of
        (i)
        the sum
        of the
        Up Available Income Accrual and the Down Available Income Accrual for that
        day
        and (ii) a fraction the numerator of which is the Up Underlying Value as
        of the
        preceding day and the denominator of which is the sum of the Up Underlying
        Value
        and the Down Underlying Value, each as of the preceding day; provided,
        that
        on
        the Closing Day, such fraction will equal 0.5,

       

      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 MacroShares created on such date that are part of such Net Par
        Amount Increase and the Income Component of each such share,

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      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 MacroShares redeemed on such date that are part of such Net
        Par
        Amount Decrease and the Income Component of each such share.

       

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

       

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

       

      "Up
        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 Asset Amount as of that day
        multiplied
        by
        the
        Daily Fee Accrual Rate.

       

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

       

      "Up
        MacroShares"
        shall
        have the meaning specified in the Recitals to this Trust Agreement.

       

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

       

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

       

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

       

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

       

      "Up
        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 MacroShares Outstanding on that Distribution Date multiplied
        by
        the
        number of Up MacroShares Outstanding on that date of determination.


       

      "Up
        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 Up
        Asset Amount on such day, which shall be payable to MacroMarkets LLC pursuant
        to
        the Licensing Agreement.

       

      "Up
        Listing Agent Fee"
        shall
        mean, with respect to any Distribution Date, the fee specified in the Listing
        Agency Agreement, which shall be payable to the Listing Agent for services
        rendered under the Listing Agency Agreement to the Up Trust.

       

      "Up
        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 0.20% multiplied
        by
        the Up
        Asset Amount on such day, which shall be payable to each of Natixis Securities
        North America Inc. and MACRO Financial, LLC for services rendered by them
        to the
        Up Trust in their capacity as Marketing Agents hereunder.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      "Up
        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 MacroShares
        that are being redeemed on such date and the denominator of which is the
        aggregate number of Up MacroShares 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
        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 Early
        Termination Date, or the Final Scheduled Termination Date, the Up Underlying
        Value is greater than or equal to the Up Asset Amount on such date, zero;
        and

       

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

       

      "Up
        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 Up Trust.

       

      "Up
        Stated Par Amount"
        shall
        mean the stated par amount of $[20] per Up MacroShares.

       

      "Up
        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 0.05% and the Up Asset Amount on such day, which shall be payable
        to MacroMarkets LLC for services rendered by it to the Up Trust.

       

      "Up
        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.

       


        "Up
          Underlying Value"
          shall
          mean, with respect to any Business Day during any Calculation
          Period:


       


        
          	 	
                  ·

                	
                  the
                    sum of the Up Earned Income Accruals for each day that has elapsed
                    during
                    the current Calculation Period, up to and including the current
                    Business
                    Day,

                


        


       

      plus

       


        
          	 	
                  ·

                	
                  the
                    UP Investment Amount on that date
                    multiplied by the
                    Leveraged Settlement Factor, calculated for the day preceding
                    the current
                    Business Day.

                


        


      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       


        The
          Up
          Underlying Value for any Business Day that is followed by one or more days
          that
          are not Business Days will include the Up Earned Income Accruals for each
          of
          these days. The Up Underlying Value for each day that is not a Business
          Day will
          be equal to the Up Underlying Value on the last preceding Business
          Day.


       

      "Value"
        shall
        mean, with respect to any Eligible Treasury Security on deposit at any time
        in
        either of the Paired Trusts, the purchase price at which the applicable Paired
        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 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
        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.

       

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

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

       

      ARTICLE
        2

       

      FORM
        OF THE CERTIFICATES;

      DELIVERY
        AND REGISTRATION OF TRANSFER

      OF
        UP
        MACROSHARES

       

      Section
        2.1 Redemption
        of Founders' Shares.
        Concurrently with the first Paired Issuance of Paired Shares in accordance
        with
        the terms of this Trust Agreement and the terms of the Down Trust Agreement,
        the
        portion of the Initial Deposit made into the Up 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 Up 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 Up Trust's rights under the Master Agreement and related
        schedule thereto, the Income Distribution Agreement, the Settlement Contracts,
        the SNIR Service Agreement, the Licensing Agreement, and the Listing Agency
        Agreement, shall collectively constitute the assets of the Up Trust (the
        "Trust
        Assets").

       

      Section
        2.2 Acceptance
        by Trustee.
        The
        Trustee hereby (i) acknowledges its acceptance on behalf of the Up 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 Up Trust herein set forth, for the benefit of all
        Holders
        of the Up MacroShares.

       

      At
        the
        direction of the Administrative Agent, the Trustee shall enter into (i) one
        Settlement Contract with the Down Trust for each Macro Unit of Paired Shares
        created on any Issuance Date that are part of a Net Par Amount Increase on
        such
        Issuance Date,
        and
        (ii) any other agreements that the Administrative Agent or the Depositor
        deems
        necessary to continue the limited purposes of the Up Trust; provided,
        that
        the Administrative Agent and Depositor shall not direct the Trustee to cause
        the
        Up Trust to enter into agreements that would cause the Up Trust to violate
        the
        provisions of Section
        2.3
        or
Section
        15.1
        of this
        Trust Agreement.

       

      Section
        2.3 Limited
        Purpose of the Up Trust.
        The Up
        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 Up Trust consist of:

       

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

       

      (ii) issuing
        Up MacroShares in Paired Issuances and redeeming Up MacroShares 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
        Down 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.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Section
        2.4 Representations
        and Warranties of the Depositor.
        The
        Depositor hereby makes the following representations and warranties to the
        Up
        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 Up MacroShares hereunder.

       

      (c) Due
        Authorization.
        The
        execution, delivery and performance of this Trust Agreement by the Depositor,
        the execution and delivery to the Trustee of the Up MacroShares 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 Up
        MacroShares, 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 Up
        MacroShares, 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 Up MacroShares,
        (ii)
        seeking to prevent the issuance of the Up MacroShares or the consummation
        of any
        of the transactions contemplated by this Trust Agreement or the Up MacroShares,
        (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 Up MacroShares or (v) seeking
        to affect adversely the income tax attributes of the Up Trust under the federal
        or applicable state income or franchise tax systems. 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (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 Up MacroShares,
        the
        performance by the Depositor of the transactions contemplated by this Trust
        Agreement and its obligations hereunder and the Up MacroShares 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 Up MacroShares.

       

      (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).

       

      (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 Up MacroShares. 

       

      (a) Form
        of Shares.
        The Up
        MacroShares 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 Up
        MacroShares shall be entitled to any benefits under this Trust Agreement
        or be
        valid or obligatory for any purpose unless a Global Certificate evidencing
        those
        Up MacroShares 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 Up MacroShares 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 Up
        MacroShares may be listed or to conform with any usage with respect thereto,
        or
        to indicate any special limitations or restrictions to which the Up MacroShares
        are subject.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      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 Up Trust and no physical certificates shall
        be
        issued in respect of such Founders' Shares. Concurrently with the first Paired
        Issuance of Paired Shares, the Founders' Shares shall be cancelled and shall
        not
        thereafter be reissued.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      Upon
        the
        settlement date for any creation, transfer, or redemption or exchange of
        Up
        MacroShares, 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 Up
        MacroShares represented by such Global Certificate. Upon the settlement date
        for
        a transfer of a Global Certificate to a new Registered Owner as described
        in
clause
        (e)(ii)
        of this
Section
        2.5,
        the
        Trustee shall cancel such Global Certificate and issue a new Global Certificate
        in the name of such transferee Registered Owner.

       

      The
        Depository may discontinue providing its services with respect to the Up
        MacroShares 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 Up MacroShares 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 Up MacroShares, 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 Up 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 Up MacroShares shall be made to the Depository or its
        nominee, Cede & Co., as the registered owner of all Up MacroShares. The
        Trustee and the Depositor expect that the Depository or its nominee, upon
        receipt of any distributions made in respect of the Up MacroShares, shall
        credit
        immediately the DTC Participants' accounts with payments in amounts
        proportionate to their respective beneficial interests in the Up MacroShares
        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 Up MacroShares,
        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 Up MacroShares. 

       

      
        
          
          

        

        
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      (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 Up MacroShares 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.

       

      (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
        Up MacroShares, but the Transfer Agent and Registrar may require payment
        of a
        sum sufficient to cover any tax or other governmental charge that may be
        imposed
        in connection with any such transfer or exchange.

       

      (f) Mutilated,
        Destroyed, Lost or Stolen 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 Up 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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      ARTICLE
        3

       

      APPOINTMENT
        OF THE TRUSTEE, 

      ADMINISTRATIVE
        AGENT AND MARKETING AGENTs;

      ESTABLISHMENT
        OF ACCOUNTS

       

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

       

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

       

      (b) Subject
        to the limited purposes and functions of the Up 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 Licensing
        Agreement and any other agreement relating to the powers and purposes of
        the Up
        Trust, (iii) to purchase Eligible Treasuries (including entering into Eligible
        Treasury Repurchase Agreements) on behalf of the Up Trust at the direction
        of
        the Administrative Agent, (iv) to make daily, quarterly and annual calculations
        on behalf of the Up Trust, and (v) to take any action required or permitted
        under the Income Distribution Agreement, the Settlement Contracts, the
        Participants Agreement and the Licensing Agreement and any action needed
        for the
        daily operation of the Up 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 Up 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 Up Trust to the extent required to do so
        hereby.

       

      (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 Up 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, 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 Up
        Trust (and agrees that the Depositor, the Administrative Agent and the Holders
        of the Up MacroShares may rely on each such representation, warranty and
        covenant):

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      (f) No
        Proceedings.
        There
        are no proceedings or investigations pending or threatened against the Trustee
        before any Governmental Authority seeking to prevent the issuance of the
        Up
        MacroShares 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 Up
        MacroShares.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      (h) Protection
        of the Rights of Holders of the Up MacroShares.
        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 Up MacroShares,
        nor
        shall it revise amounts to be distributed on the Up MacroShares.

       

      (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 Up
        MacroShares.

       

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

       

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

       

      (l) No
        Holding of MacroShares.
        The
        Trustee shall not, for so long as it acts as Trustee hereunder, acquire any
        Up
        MacroShares or Down MacroShares 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 Up 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
        Up
        Trust in such transactions.

       

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

       

      (a) MacroMarkets
        LLC agrees to act as Administrative Agent under this Trust Agreement, as
        administrative agent for the Down Trust under the Down Trust Agreement. Natixis
        Securities North America Inc. and MACRO Financial, LLC each agrees to act
        as a
        Marketing Agent under this Trust Agreement, as marketing agent for the Down
        Trust under the Down 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 Down 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.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      (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 Trust Agreement in accordance with the terms of such
        agreement and the Holders of the Up MacroShares shall be third party
        beneficiaries of the Administrative Agent's covenants to perform its obligations
        under such agreement. The Administrative Agent shall also at all times maintain
        the MacroShares Website.

       

      (d) The
        Marketing Agents shall comply with and perform their obligations with respect
        to
        the Up MacroShares as set forth in Exhibit
        G
        attached
        hereto. 

       

      (e) As
        compensation for acting as the Administrative Agent, MacroMarkets LLC will
        be
        entitled to receive the Up 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 Agents, Natixis Securities North America
        Inc. and MACRO Financial, LLC will each be entitled to receive the Up Marketing
        Fee, which shall be payable to them in arrears on each Distribution Payment
        Date.

       

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

       

      (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 Up Trust (and agrees that
        the
        Depositor and the Trustee may rely on each such representation, warranty
        and
        covenant in fulfilling their respective duties hereunder):

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      (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 Up MacroShares
        hereunder.

       

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

       

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

       

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

       

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

       

      (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 Up
        MacroShares.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      (viii) Protection
        of the Rights of the Holders of the Up MacroShares.
        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
        Up MacroShares 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
        Up
        MacroShares.

       

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


       

      (b) Each
        of
        Natixis Securities North America Inc. and MACRO Financial, LLC, in their
        capacity as Marketing Agents hereunder, hereby makes as of itself, 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 Up 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.
        Natixis
        Securities North America Inc. represents that it is a New York Corporation
        and
        MACRO Financial, LLC represents that it is a Delaware limited liability company
        (and any successor Marketing Agent represents as of itself as may be
        applicable), each duly organized, validly existing and in good standing under
        the laws of the State of New York or Delaware, as applicable (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 Up MacroShares
        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.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      (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).

       

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

       

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

       

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

       

      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 Up Trust and for the benefit of the Holders of the Up MacroShares, 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 Up MacroShares (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 Up MacroShares.


       

      (c) The
        Securities Account shall be under the sole dominion and control of the Trustee
        for the benefit of the Holders of the Up MacroShares. 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 Up Trust or any Holder
        of Up MacroShares. 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.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      (d) The
        Trustee shall, in accordance with instructions received from the Administrative
        Agent, invest the funds of the Up 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 Up Trust and for the benefit of the Holders of the Up MacroShares, an
        Eligible Deposit Account bearing a designation clearly indicating that the
        funds
        deposited therein are held for the benefit of the Holders of the Up MacroShares
        (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 Up MacroShares.


       

      (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 Up
        Trust
        or any Holder of Up MacroShares. 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.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      (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 Up Trust under the Income Distribution Agreement, (iii) all
        payments received by the Up 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.

       

      (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 Up Trust and for the benefit of the Holders of the Up MacroShares, an
        Eligible Deposit Account bearing a designation that the funds deposited therein
        are held for the benefit of the Holders of the Up MacroShares (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 Up MacroShares.

       

      (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 Up MacroShares 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 Up Trust and at the direction of the
        Administrative Agent. Pending such investment, such funds will be deposited
        into
        the Distribution Account.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      (d) On
        any
        Issuance Date that is also a Redemption Date, the Trustee shall credit all
        Up
        MacroShares to be redeemed to a subaccount of the Netting Account (the
        "Share
        Netting Subaccount")
        and
        shall net such Up MacroShares against the Up MacroShares 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 Up
        MacroShares equal to such positive difference and deliver all remaining Up
        MacroShares 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 Up Trust to
        issue
        new Up MacroShares in the amount of such positive difference and deliver
        such
        newly-issued Up MacroShares and all Up MacroShares credited to the Share
        Netting
        Account to the Authorized Participants who directed the issuance of such
        shares.


       

      (e) No
        cash
        and no Up MacroShares 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 Up 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 Up
          Fee
          Deduction Amount into the Fee Payment Account and shall use such funds,
          based on
          standing instructions from the Depositor, to pay all Up Expenses and all
          Up 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 Up Expenses and Up 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 Business Days.

       


        (a) With
          respect to each Business Day, the Trustee shall calculate
          and
          provide to the Administrative Agent, within the time period agreed upon
          by the
          Trustee and the Administrative Agent the following data:


       

      (i) the
        Per
        Share Underlying Value of the Up MacroShares on that day;

       


        (ii) the
          Income Component of one Up MacroShare on that day; and


       

      (iii) the
        Up
        Available Income Accrual for the next succeeding Business Day.

       

      Section
        4.2 Calculation
        of the Applicable Reference Value of Medical Inflation.

       

      (a) On
        any
        Index Publication Day, with respect to each calendar day, the Administrative
        Agent shall calculate
        and
        provide to the Trustee, within the time period agreed upon by the Trustee
        and
        the Administrative Agent, the Applicable Reference Value of Medical Inflation
        for each calendar day of the period beginning on that Index Publication Day
        and
        ending on the day prior to the next Index Publication Day. 

       

      Section
        4.3 Calculation
        of Income Distribution Payments and Settlement Payments.

       

      (a) On
        the
        last Business Day preceding each Distribution Date, within the time period
        agreed upon by the Trustee and the Administrative Agent, the Trustee shall
        calculate the Up Income Distribution Payment, if any, that the Up Trust is
        required to make to the Down Trust on the related Distribution Payment Date
        or
        the Down Income Distribution Payment, if any, that the Down Trust is required
        to
        make to the Up 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 Value of Medical Inflation for any
        calendar day on which such price was not available was the same as the
        Applicable Reference Value of Medical Inflation on the last preceding day
        on
        which such price was available to be used by the Up 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
        Business Day preceding the Final Scheduled Termination Date or any Early
        Termination Date and on each Redemption Date, (i) the Up Settlement Payment,
        if
        any, required to be made by the Up Trust to the Down 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 Down
        Settlement Payment, if any, required to be made by the Down Trust to the
        Up
        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 Value of Medical Inflation for any
        Index
        Calculation Day on which such price was not available was the same as the
        Applicable Reference Value of Medical Inflation on the last preceding Index
        Calculation Day on which such price was available to be used by the Up
        Trust.

       

      
        
          
          

        

        
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      (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 UP MACROSHARES

       

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

       


        Section
          5.2  Priority
          of Payments.


       


        (a) Allocations
          on each Distribution Date.
          On each
          Distribution Date, the Trustee, on behalf of the Up 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),
          and any
          Additional Creation Fee, in accordance with the following priority of
          payments:


       

      (i) first,
        for
        deposit of an amount equal to the Up Fee Deduction Amount into the Fee Payment
        Account for application to the payment of Up 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 Up Expenses,
        for the payment of the Up Fees incurred during the preceding Calculation
        Period
        in accordance with Section
        5.4
        hereunder;

       

      (iii) third,
        if such
        Distribution Date is a Redemption Date, 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 Up Settlement Payment to the Down 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 Up MacroShares
        being redeemed on such date; 

       

      (iv) fourth,
        for
        reinvestment in Eligible Treasuries of an amount equal to the lesser of (x)
        the
        Up 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);

       

      
        
          
          

        

        
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      (v) fifth,
        for
        making the Up Income Distribution Payment to the Down 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 Up MacroShares 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 Up MacroShares
        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 Up MacroShares 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 Up MacroShares 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 Up MacroShares on such Record Date. 

       

      (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 Up Redemption Percentage for such Paired Optional Redemption and
        the
        Up 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 Up Settlement Payment that is owed, if any, under each
        Settlement Contract that is being settled in connection with such Paired
        Optional Redemption to the Down Trustee and deliver the remaining Eligible
        Treasuries that were segregated, together with the Down Settlement Payment,
        if
        any, that was received from the Down 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 Up Trust, shall apply funds on deposit in the Fee Payment Account
        to pay the following expenses (such expenses, the "Up
        Expenses"):

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      (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 Shares (exclusive of fees and expenses required to be
        borne
        by Authorized Participants directing the Paired Optional Redemptions or Paired
        Issuances); 

       

      (iv) legal
        expenses and auditing expenses of the Up Trust; 

       

      (v) registration
        fees incurred in complying with the public registration requirements for
        the Up
        MacroShares;

       

      (vi) expenses
        incurred in connection with complying with the reporting obligations of the
        Up
        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 Up Trust not otherwise described above which are incurred
        by
        either trust, or on behalf of either trust by the Depositor, the Trustee
        and the
        Administrative Agent pursuant to actions permitted or required under this
        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 Up Trust.

       

      To
        the
        extent that funds on deposit in the Fee Payment Account are insufficient
        to pay
        all of the foregoing expenses, the Administrative Agent will instruct the
        Trustee to withdraw an additional amount equal to the amount necessary to
        pay
        such excess expenses and any excess fees pursuant to Section
        5.4
        herein,
        from the assets of the Up Trust (such amount, an "Additional Deduction
        Amount").

       

      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 Up Expenses
        have been paid, the Trustee, on behalf of the Up Trust, shall apply the
        remaining funds on deposit in the Fee Payment Account to pay the following
        fees
        (collectively, the "Up-MACRO
        Fees"):
        

       

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

       

      
        
          
          

        

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

       

      (iii) to
        MacroMarkets LLC, the Up Licensing Fee for the preceding Calculation Period;
        

       

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

       

      (v) to
        Natixis Securities North America Inc., the Up Marketing Fee that has accrued
        during the preceding Calculation Period;

       

      (vi) to
        MACRO
        Financial, LLC, the Up Marketing Fee that has accrued during the preceding
        Calculation Period;

       

      (vii) to
        the
        Listing Agent, the Up Listing Agent Fee that has accrued during the preceding
        Calculation Period;

       

      (viii) to
        the
        SNIR Service Agent, the Up SNIR Service Agent Fee that has accrued during
        the
        preceding Calculation Period; and

       

      (ix) fees
        payable to any other entities which have provided services to the Up 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, the Administrative Agent will instruct the Trustee
        to
        withdraw an Additional Deduction Amount from the Up Trust to pay any such
        excess
        fees.

       

      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 Up
        Trust
        to pay to the Down Trust the Up
        Income
        Distribution Payment, from amounts on deposit in the Distribution Account,
        if
        any such payment is owed by the Up Trust with respect to the related
        Distribution Date, as calculated pursuant to Section
        4.3(a)
        hereof.
        If the Up Trust has no Up Available Income on such Distribution Date, then
        the
        Up 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 Income Distribution
        Payment received from the Down 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 Up Trust to make the Up Settlement Payment
        to the Down Trust from amounts on deposit in the Distribution Account if
        any
        such payment is owed by the Up 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 Up Trust to make an Up Settlement Payment, if any such payment
        is due under the Settlement Contracts being settled on such Redemption
        Date.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      (b) In
        connection with the Final Scheduled Termination Date, an Early Termination
        Date
        or any Redemption Order Date, any Down Settlement Payment received from the
        Down
        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 SHARES;
        

      THE
        ADMINISTRATION AND REINVESTMENT OF THE ELIGIBLE
        TREASURIES

       

      Section
        6.1 Paired
        Optional Redemptions.

       

      (a) On
        any
        Business Day occurring on or after [July 1, 2008] but prior to the Final
        Scheduled Termination Date or an Early Termination Date, any Authorized
        Participant may direct the redemption of Paired 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 Shares which are being tendered for redemption,
        as shown on the records of the Depository.
        Only
        Authorized Participants may direct Paired Optional Redemptions. Up MacroShares
        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 Up-MACRO and Down Earned Income Accruals for each intervening day
        between the Redemption Order Date and the Redemption Date calculated on the
        basis of the Applicable Reference Value of Medical Inflation 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
        Business Day (such date, a "Redemption
        Order Date")
        by
        4:00 p.m. New York City Time. Any Redemption Order received by the
        Administrative Agent after such time 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 Shares constituting 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 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 Trusts, the Holders of the Paired 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
        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
        (vi) if
        the Down Trustee has notified the Trustee that it has rejected the related
        Redemption Order or the related Exchange Order delivered under the Down Trust
        Agreement for one of the reasons described in Section
        6.1(c)
        of the
        Down 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 Up 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 Up Trust that are the most
        recently-acquired Eligible Treasuries with a Value equal to the product of
        the
        Up Redemption Percentage and the Up 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 Up Settlement Payment,
        if
        any such payment is required to be made by the Up 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 Up 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

       

      (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 Up 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 Up 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 Up 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.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      (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
        Up
        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 Up MacroShares that
        are
        Outstanding on such Distribution Date at their Per Share Underlying Value,
        as
        calculated on the immediately preceding calendar 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
        Business Day that occurs after the Closing Date but prior to the Final Scheduled
        Termination Date or an Early Termination Date, the Up Trust shall issue
        additional Up MacroShares contemporaneously
        with
        the issuance of additional Down MacroShares in the form of Macro Units (such
        an
        issuance, a "Paired
        Issuance")
        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. Up MacroShares
        will be issued at the Per Share Underlying Value of the existing Up MacroShares
        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 Up MacroShares being created,
        an
        amount equal to the Up-MACRO and Down Earned Income Accruals for each
        intervening day between the Issuance Order Date and the Issuance Date,
        calculated on the basis of the Applicable Reference Value of Medical Inflation
        on the Issuance Order Date. 

       

      (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 Business Day (such date, the "Issuance
        Order Date")
        by
        4:00 p.m. New York City Time. 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 Up MacroShares that the Up Trust
        may
        issue as part of a Paired Issuance is unlimited. 

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      (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 Trusts, the Holders
        of the
        Paired 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
        the
        Down Trustee notifies the Trustee that the Creation Order for additional
        Down
        MacroShares has been or will be rejected by it or by the Administrative Agent
        on
        behalf of the Down Trust, (vi) 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 (vii) if there are not sufficient Up-MACRO Paired 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 Up 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.

       


        (e)
          Any Creation Order submitted prior to [July 1, 2008]
          will incur an additional creation fee (the "Additional Creation Fee") equal
          to
          [3]% of the Aggregate Par Amount of the Paired Shares being
          created.


       

      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 Down
        Trustee, each on behalf of its respective Paired 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
        Up-MACRO and Down MacroShares 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 Down Trustee, each
        on
        behalf of its respective Paired 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 Up-MACRO
        and Down MacroShares 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 Down Trustee, each on
        behalf
        of its respective Paired 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.

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      (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 Up Trust.

       

      (e) In
        connection with each Paired Optional Redemption, each Paired Issuance,
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 Up MacroShares that are Outstanding after giving effect to
        such
        Paired Optional Redemption Order and/or Paired Issuance Order. On the Final
        Scheduled Termination Date or an Early Termination Date, after a Final
        Distribution has been made on the Up MacroShares, all of such Up MacroShares
        shall be cancelled by the Trustee, on behalf of the Up Trust, in accordance
        with
        the procedures of the Depository. On any Redemption Date on which a Net Par
        Amount Decrease occurred, Up MacroShares in an amount equal to such Net Par
        Amount Decrease shall be cancelled by the Trustee, on behalf of the Up Trust,
        in
        accordance with the procedures of the Depository.

       

      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 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
        Down Trustee, each on behalf of its respective Paired Trust and as directed
        by
        the Administrative Agent, shall cause each of the Paired 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 Up MacroShares and each Down
        MacroShares 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 Up Earned Income Accruals and the Down Earned Income Accruals
        [(each calculated on the basis of the Applicable Reference Value of Medical
        Inflation 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 Up-MACRO and Down Earned Income Accruals for each intervening day
        between the Redemption Order Date and the Redemption Date calculated on the
        basis of the Applicable Reference Value of Medical Inflation on the Redemption
        Order Date. Such Final Distribution will be delivered:

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      (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

       

      (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 Up MacroShares
          on the
          Issuance Order Date multiplied
          by
          the
          number of Up MacroShares being created by that Authorized Participant,
          plus
          (ii) the
          Per Share Underlying Value of Down MacroShares on the Issuance Order Date
          multiplied
          by
          the
          number of Down MacroShares 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 Up-MACRO and Down Earned Income
          Accruals
          for each intervening day between the Issuance Order Date and the Issuance
          Date,
          calculated on the basis of the Applicable Reference Value of Medical Inflation
          on the Issuance Order Date, plus (v) in the case of any Creation Order
          submitted
          prior to [July 1, 2008], the Aditional Creation Fee. 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 Down Trustee, each on behalf of its respective Paired
          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 Trusts to issue Paired Shares in the Aggregate Par Amount
          of
          such Net Par Amount Increase and to credit the Depository account of the
          Authorized Participant who directed such Paired Issuance, as applicable,
          with
          such Paired Shares in the Aggregate Par Amount that was specified in the
          Creation Order.


       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      (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
        Up Trust and 50% of such funds shall be deposited into the Down
        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 Shares,

       

      (i) for
        any
        period during which the NYSE 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 Trusts is not reasonably
        practicable;
        

       

      (iii) if
        any
        such redemption would cause the Up-MACRO or Down 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 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 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.

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

      Section
        6.8 Administration
        of Eligible Treasuries.

       

      (a) The
        Trustee, acting on behalf of the Up 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;

       

      (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 Trusts, the Trustee,
        the Administrative Agent, or the Marketing Agents;

       

      (iv) Eligible
        Treasury Repurchase Agreements may be entered into with, and Eligible Treasury
        Securities may be purchased from, an Authorized Participant or an Affiliated
        Person of both the Up 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 Up Trust and the Down Trust
        in such
        a manner that each of the Paired 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 Up Trust on every other Distribution Date such that the amount
        invested in Eligible Treasury Repurchase Agreements is equal to up to 10%
        plus
        the
        highest percentage of Up MacroShares that were redeemed on any one Redemption
        Date (relative to all Outstanding Up MacroShares on such Redemption Date)
        during
        the preceding twelve-month period.

       

      The
        Trustee shall cause the Up 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 Down Trustee in allocating
        all Eligible Treasury Securities acquired as described above equally between
        the
        Up Trust and the Down Trust. Eligible Treasury Securities allocated to the
        Up
        Trust on each Distribution Date, Issuance Date or any other date shall be
        credited by the Trustee to the Securities Account.

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

      (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 Up Trust and the Down 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. 

       

      (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
        Up
        Trust in cash equal to the amount paid for its Up MacroShares. Except as
        provided for herein, a Holder shall not be required to make any further Capital
        Contributions to the Up 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 Up Trust in respect of the Holder's Capital
        Contributions to the Up Trust (each, a "Capital
        Account"),
        to
        which the following provisions shall apply:

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      (a) The
        Capital Account of each Holder initially shall be equal to the cash contributed
        in exchange for its Up MacroShares (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
        Up MacroShares 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
        Up Trust during such day as allocated under Section
        7.2(b);
        and

       

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

       

      (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 Up 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 Up 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 Up
        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 Up 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 Up 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 Up 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 Up 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 Up Trust dissolves and terminates.

       

      (c) Before
        any distribution of property (other than cash) from the Up 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 Up
        Trust), the Capital Accounts of all Holders of the Up 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 Up Trust on the date of distribution,
        in
        accordance with Sections 1.704-1(b)(2)(iv)(f) and (g) of the
        Regulations.

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      (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.

       

      (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 Up 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
        Up 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 Up 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.

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

      (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
        Up 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 Up 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 Up 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 Up 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 Up MacroShares.
        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
        Up MacroShares and redeemed Up MacroShares. A transferee who takes all or
        part
        of a Holder's Up MacroShares 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 Up 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 Up
        Trust. Such allocations shall be made, to the extent required, in a manner
        consistent with the principles of Section
        7.2(b).

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      (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 Up 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 Up Trust. The initial balance of each tax basis account shall be the
        amount
        contributed to the capital of the Up 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 Up 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 Up MacroShares
        other than as a consequence of a partial redemption of Up MacroShares;
        and

       

      (3) When
        any
        Up MacroShares is redeemed, the tax basis account attributable to such redeemed
        Up MacroShares shall be eliminated.

       

      (ii) Items
        of
        recognized capital gain shall be allocated first to each Holder who has fully
        or
        partially redeemed its Up MacroShares 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 Up MacroShares in the Up Trust.
        If the aggregate amount of recognized capital gain to be so allocated to
        all
        Holders who have redeemed Up MacroShares 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 Up
        MacroShares 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 Up MacroShares
        on
        such day.

       

      
        
          
          

        

        
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      (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.

       

      (iv) Items
        of
        recognized capital loss shall be allocated first to each Holder who has redeemed
        any of its Up MacroShares on such day up to any excess
        of (A)
        the tax basis account attributable to the redeemed Up MacroShares 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 Up
        MacroShares 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 Up MacroShares 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 Up MacroShares 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 Up Trust and
        all
        matters related to liquidation and dissolution of the Up 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. 

       

      
        
          
          

        

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

       

      Section
        7.8 U.S.
        Partnership Tax Treatment.
        It is
        the intent of the Holders and the Depositor that the Up 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 Up 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 Up 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 Up 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).

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

      (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).

       

      (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 Up MacroShares.

       

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

       

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

       

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

       

      (iii) the
        Up
        Underlying Value and the Down Underlying Value on that day, and the Per Share
        Underlying Value of an Up MacroShares and a Down MacroShares on that
        day;

       

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

       

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

       

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

       

      
        
          
          

        

        
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      (vii) the
        amount of the Up Available Income in the Up Trust and the amount of the Down
        Available Income in the Down Trust and the amount of the Up Available Income
        and
        the amount of the Down Available Income allocable to each Up MacroShares
        and
        Down MacroShares, respectively;

       

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

       

      (ix) the
        number of Up MacroShares and Down MacroShares issued in Paired Issuances
        during
        the current Calculation Period;

       

      (x) the
        number of Up MacroShares and Down MacroShares 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 Up MacroShares and Down MacroShares Outstanding on that
        day.

       

      (b) On
        each
        Business Day, the Administrative Agent shall post on the MacroShares Website,
        not later than one hour prior to the open of trading on the NYSE or the
        applicable stock exchange on which the Up MacroShares are listed, the data
        contained in clause (iii) of clause
        (a)
        of this
Section
        8.1,
        subject
        to the availability of, and based upon (i) the Applicable Reference Value
        of
        Medical Inflation for such Business Day, and (ii) the calculations of the
        Trustee pursuant to Section
        8.1(a)
        of this
        Trust Agreement and the calculations of the Down Trustee pursuant to
Section
        8.1(a)
        of the
        Down Trust Agreement. 

       

      (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
        Up
        Underlying Value, the Down Underlying Value and the Per Share Underlying
        Value
        of an Up MacroShares and a Down MacroShares, on the Redemption Order Date
        (or,
        in the case of the Final Scheduled Termination Date or an Early Termination
        Date, such Final Scheduled Termination Date or an Early Termination Date),
        as
        calculated in accordance with the method specified in this Trust Agreement
        and
        the Down Trust Agreement;

       

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

       

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

       

      (iv) the
        Final
        Distribution and the portion thereof that is allocable to each Up MacroShares
        and each Down MacroShares.

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      (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
        Up
        Underlying Value, the Down Underlying Value, and the Per Share Underlying
        Value
        of an Up MacroShares and a Down MacroShares 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
        Up Trust the following information: 

       

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

       

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

       

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

       

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

       

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

       

      (vi) each
        Quarterly Distribution and each Final Distribution made by each of the Paired
        Trusts; and

       

      (vii) the
        number of Up MacroShares and Down MacroShares redeemed during the preceding
        calendar quarter and the number of Up MacroShares and the Down MacroShares
        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 Up 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.

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

      (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 Up 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 Up MacroShares
        are listed and the reason for such trading halt;

       

      (iii) the
        appointment of a Successor Trustee;

       

      (iv) the
        resignation of the Trustee, the Down Trustee, the Administrative Agent or
        either
        Marketing Agent;

       

      (v) the
        appointment of a successor trustee for the Down Trust, a successor
        Administrative Agent or any successor Marketing Agent;

       

      (vi) the
        occurrence of a Termination Trigger;

       

      (vii) an
        amendment to this Trust Agreement, the Down 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 Up MacroShares and which
        would, accordingly, required to be disclosed by means of the filing of a
        Form
        8-K.

       

      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 Up 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 Up
        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 Up Trust's auditors.

       

      
        
          
          

        

        
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      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 Up 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 Up 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, Natixis Securities North America Inc. and MACRO Financial,
        LLC.
        None of
        the Depositor, MacroMarkets LLC, Natixis Securities North America Inc., MACRO
        Financial, LLC or any of their respective directors, officers, employees
        or
        agents acting in such capacities shall be under any liability to the Up Trust,
        the Trustee, the Holders of the Up MacroShares, the Down Trust, the Down
        Trustee, the Holders of the Down MacroShares 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 Agents, as
        applicable, pursuant to this Trust Agreement; provided,
        however,
        that
        this provision shall not protect the Depositor, MacroMarkets LLC, Natixis
        Securities North America Inc., 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,
        Natixis Securities North America Inc., 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, in the case of Natixis Securities North
        America Inc., Natixis Securities North America Inc. and, in the case of MACRO
        Financial, LLC, MACRO Financial, LLC) respecting any matters arising
        hereunder.

       

      Section
        9.3 Liabilities;
        Indemnification.

       

      (a) Notwithstanding
        the other provisions of this Trust Agreement, the Depositor,
        by entering into this Trust Agreement, agrees to be liable, directly to the
        injured party, for the entire amount of any losses, claims, damages or
        liabilities (other than those incurred by a Holder as a result of the
        performance of the Eligible Treasuries, market fluctuations or other similar
        market or investment risks associated with ownership of the Up MacroShares)
        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 Up MacroShares, the Trust Assets would
        be
        used to pay any such losses, claims, damages or liabilities). 

       

      
        
          
          

        

        
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      (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 Up 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 Up 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 Listing Agent, the Administrative Agent and
        the
        Trustee. Such indemnity shall include payment from the Up Trust of the costs
        and
        expenses incurred by such Depositor Indemnified Party in defending itself
        against any such indemnified claim or liability.

       

      ARTICLE
        10

       

      MATTERS
        RELATING TO THE

      ADMINISTRATIVE
        AGENT
        AND THE MARKETING AGENTs

       

      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 Up Trust,
        the
        Trustee, the Holders of the Up MacroShares, the Down Trust, the Down Trustee,
        the Holders of the Down MacroShares 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 Down 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 Up MacroShares 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 Up MacroShares
        and
        the rights and duties of the parties hereto.

       

      
        
          
          

        

        
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      Section
        10.4 Administrative
        Agent Indemnification of the Up Trust and the Trustee.
        The
        Administrative Agent shall indemnify and hold harmless the Up 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 Up Trust or the Holders of the Up MacroShares for any liabilities,
        costs or expenses of the Up Trust with respect to any action taken by the
        Trustee at the request of the Holders of the Up MacroShares; provided, further,
        that the Administrative Agent shall not indemnify the Up Trust or the Holders
        of
        the Up MacroShares 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 Up
        MacroShares or losses incurred as a result of a default on any Eligible
        Treasuries; and provided, further, that the Administrative Agent shall not
        indemnify the Up Trust or the Holders of the Up MacroShares for any liabilities,
        costs or expenses of the Up Trust or the Holders of the Up MacroShares 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 Up Trust or the Holders of the Up
        MacroShares 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 Up 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 Up Trust shall be accompanied
        by
        the delegation of such similar duties to the same entity with respect to
        the
        Down 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 Up 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 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.

       

      (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 Up Trust, the Depositor and the resigning Administrative
        Agent;
        or

       

      (ii) until
        the
        assets of the Up 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
        Up
        Trust of an instrument of resignation, the resigning Administrative Agent
        may
        petition at the expense of the Up 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.

       

      
        
          
          

        

        
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      (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 Agents.
        Each of
        the Marketing Agents hereby acknowledges and accepts its role pursuant to
        this
        Trust Agreement and its duties set forth in Exhibit
        G
        to this
        Trust Agreement.

       

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

       

      Section
        10.9 Limitation
        on Liability of the Marketing Agents.
        Neither
        of the Marketing Agents nor any of their directors, officers, employees or
        agents shall be under any liability to the Up Trust, the Trustee, the
        Administrative Agent, the Holders of the Up MacroShares, the Down Trust,
        the
        Down Trustee, the Holders of the Down MacroShares or any other Person for
        any
        action taken or for refraining from taking any action in good faith in their
        capacity as Marketing Agents pursuant to this Trust Agreement; provided,
        however,
        that
        this provision shall not protect the Marketing Agents or their 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 their duties or by reason of reckless disregard of their
        obligations and duties hereunder. The Marketing Agents and their 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 Down Trustee or any Authorized Participant
        respecting any matters arising hereunder. The Marketing Agents shall be under
        no
        obligation to appear in, prosecute or defend any legal action which is not
        incidental to their duties as Marketing Agents in accordance with this Trust
        Agreement and which in their reasonable judgment may involve them in any
        expense
        or liability unless the Marketing Agents have obtained an indemnity from
        the
        Holders of the Up MacroShares sufficient to hold them harmless from such
        liability.

       

      Section
        10.10 Marketing
        Agents Indemnification of the Up Trust and the Trustee.
        Each of
        the Marketing Agents shall indemnify and hold harmless the Up Trust, the
        Depositor and the Trustee and their respective officers, directors, employees
        and agents (each, a "Marketing Agents 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 Agents 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 Agents 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 Agents 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 Agents shall not indemnify the Up Trust or the Holders of the
        Up
        MacroShares for any liabilities, costs or expenses of the Up Trust with respect
        to any action taken by the Trustee at the request of the Holders of the Up
        MacroShares; provided,
        further,
        that
        the Marketing Agents shall not indemnify the Up Trust or the Holders of the
        Up
        MacroShares 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 Up MacroShares
        or
        losses incurred as a result of a default on any Eligible Treasuries; and
        provided,
        further,
        that
        the Marketing Agents shall not indemnify the Up Trust or the Holders of the
        Up
        MacroShares for any liabilities, costs or expenses of the Up Trust or the
        Holders of the Up MacroShares 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 Up Trust or
        the
        Holders of the Up MacroShares 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 Agents Indemnified Party, subject to the limitations
        hereof. The obligations of the Marketing Agents under this Section 10.10
        shall
        survive the termination of the Up Trust and the resignation or removal of
        the
        Marketing Agents or the resignation or removal of any of the entities which
        constitute Marketing Agents Indemnified Parties at the time of the execution
        of
        this Trust Agreement and the appointment of successors thereto.

       

      
        
          
          

        

        
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      Section
        10.11 Delegation
        of Duties by Marketing Agents; Assignment of Fees.
        In the
        ordinary course of business, each of 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 Agents of their liability and responsibility with respect to such
        duties and shall not constitute a resignation, and each of the Marketing
        Agents
        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
        Agents had performed such duty; provided,
        however,
        that in
        the case of any significant delegation to a Person other than an Affiliate
        of
        any of the Marketing Agents, (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 any of the Marketing Agents and (2) the prior
        written consent of the Depositor must be obtained. Furthermore, any delegation
        of duties by the Marketing Agents with respect to the Up Trust shall be
        accompanied by the delegation of such similar duties to the same entity with
        respect to the Down Trust, unless the prior written consent of the Depositor
        is
        obtained. Notwithstanding anything herein to the contrary, the Marketing
        Agents
        shall not assign any of their duties and responsibilities as Marketing Agents;
        provided,
        that,
        the Marketing Agents shall be entitled to assign or pledge their right to
        receive their fees hereunder to any third party.

       

      ARTICLE
        11

       

      EARLY
        TERMINATION

       

      Section
        11.1 Termination
        Triggers.

       

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

       

      (i) on
        any
        Index Publication Day, an aggregate inflation index designated as the medical
        care aggregate index ceases (A) to be calculated or published by the BLS
        or (B)
        to constitute a component of the CPI-U;

       

      (ii) on
        any
        calendar day, the Underlying Value of the Up Trust (A) rises to or above
        185% of
        the cash and treasuries on deposit in that trust or (B) falls to or below
        15% of
        the cash and treasuries on deposit in that trust, and remains at this level
        for
        the next two (2) consecutive Index Publication Days;

       

      
        
          
          

        

        
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      (iii) any
        of
        the Up Trust or the Down Trust becomes required to register as an "investment
        company" under the Investment Company Act;

       

      (iv) any
        of
        the Up Trust or the Down 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 Up Trust and 66 and 2/3% of the Holders
        of the
        Up Trust and the Down Trust, each voting as a separate class, consent to
        such
        termination;

       

      (viii) a
        decree
        or order is entered by a court having competent jurisdiction adjudging any
        of
        the Up Trust or the Down 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 Up
        Trust
        or the Down 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 Up Trust or the Down 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 Up Trust or the Down 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
        Up
        Trust or the Down 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
          Depositor determines in good faith that there is a material risk that the
          Up Trust is subject to, and elects to terminate the Paired
          Trusts;


       

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

       

      (xi) the
        amount of cash and Eligible Treasuries on deposit in the Up Trust or the
        Down
        Trust is reduced to fifty (50) million dollars or less and the Depositor
        elects
        to terminate the Paired 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), (vii), (ix) and (xi) 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 Listing Agent and the Registered Owners of the Up
        MacroShares.

       

      
        
          
          

        

        
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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 Down Trustee shall terminate the Income Distribution Agreement
        and settle all of the Settlement Contracts on behalf of the Paired Trusts.
        The
        Trustee shall then make a Final Distribution on all Outstanding Up MacroShares,
        as set forth in Section
        5.2.
        Upon
        receipt of this Final Distribution, all Outstanding Up MacroShares shall
        be
        deemed to be redeemed in full.

       

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

       

      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 Up 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 Articles
        4 and 8
        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 Up 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;

       

      (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;
        or

       

      (f) the
        occurrence of a Trustee Termination Event under the Down 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.

       

      
        
          
          

        

        
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      Section
        12.3 Notification
        to Holders of the Up MacroShares.
        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:

       

      (i) causing
        the Up Trust to make its required payments under the Income Distribution
        Agreement and the Settlement Contracts;

       

      (ii) making
        distributions on the Up MacroShares in accordance with Section
        5.2
        and
Section
        6.1
        hereof;

       

      (iii) administering
        the Up Trust;

       

      (iv) at
        the
        direction of the Administrative Agent, acquiring Eligible Treasuries on behalf
        of the Up Trust;

       

      (v) paying
        the fees and expenses of the Up 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 Administrative Agent;

       

      (ix) preparing
        and delivering any notices required to be delivered to the Registered Owners
        of
        the Up MacroShares hereunder; and

       

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

       

      
        
          
          

        

        
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      (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 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.

       

      (e) The
        Trustee shall have no power to vary the corpus of the Up 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 Up MacroShares pursuant to the provisions
        of this Trust Agreement unless such Holders have offered to the Trustee
        reasonable security or indemnity against the costs, expenses and liabilities
        which may be incurred therein or thereby.

       

      
        
          
          

        

        
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      (d) Subject
        to Section
        13.1(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 Up 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 Up Trust generally.

       

      (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 Agents with their respective representations and warranties or
        for any
        other purpose.

       

      Section
        13.3 Trustee
        Not Liable for Recitals in Up MacroShares.
        The
        Trustee assumes no responsibility for the correctness of the recitals contained
        herein and in the Up MacroShares (other than the certificate of authentication
        on the Up MacroShares). 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 Up MacroShares (other than the certificate of authentication on the Up
        MacroShares).

       

      Section
        13.4 Holders
        May Direct Trustee.
        Holders
        of Up MacroShares 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
        Up 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 Up Trust.

       

      
        
          
          

        

        
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      Section
        13.6 Indemnification.
        The
        Trustee and its directors, shareholders, officers, employees, agents, affiliates
        (as such term is defined in Regulation S-X of the Securities Act) and
        subsidiaries (each, a "Trustee Indemnified Party") shall be indemnified 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 Up
        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 Up
        MacroShares 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 Up MacroShares
        (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 Up 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 Up Trust, including any loss, liability or expense
        incurred in acting pursuant to written directions or instructions given by
        the
        Depositor or counsel to the Up 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
        Up
        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.

       

      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 Down 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 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.

      
        
          
          

        

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

       

      (ii) until
        the
        assets of the Up 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 Up Trust of an instrument of resignation, the resigning Trustee may petition
        at the expense of the Up 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 Up 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. 

       

      
        
          
          

        

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

       

      Section
        13.10 Merger
        or
        Consolidation

       

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

       

      Section
        13.11 Appointment
        of Co-Trustee or Separate Trustee.

       

      (a) Notwithstanding
        any other provisions of this Trust Agreement, the Trustee shall have the
        power
        and may execute and deliver all instruments to appoint, at any time, one
        or more
        Persons to act as a co-trustee or co-trustees, or a separate trustee or separate
        trustees, of all or any part of the Trust Assets, and to vest in such Person
        or
        Persons, in such capacity and for the benefit of the Holders of the Up
        MacroShares, 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 the Down
        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 Up MacroShares of the appointment of any co-trustee
        or
        separate trustee shall be required under this Section
        13.11;
        provided,
        that
        the Trustee shall provide notice of each such appointment to the Depositor
        and
        the Administrative Agent.

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      Section
        13.12 Books,
        Records; Taxes; Audit.

       

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

       

      (b) The
        Trustee shall provide the Depositor such financial and other information
        regarding the operation of the Up 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 Up Trust. The Depositor shall also
        prepare or cause to be prepared all tax information required by law to be
        distributed to Holders of the Up MacroShares. The Trustee 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. 

       

      
        
          
          

        

        
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      (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 Up MacroShares under any present or future law of the United States of
        America or imposed by any taxing authority having jurisdiction over the Up
        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 Up Trust and the payment
        of such amounts shall be secured by a lien on the Up 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 Up 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 Up Trust, the Depositor
        shall
        reimburse the Trustee and the Administrative Agent therefor.

       

      (e) The
        accounts of the Up 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 Up 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 Up MacroShares.
        All
        rights of action and claims under this Trust Agreement or the Up MacroShares
        may
        be prosecuted and enforced by the Trustee without the possession of any of
        the
        Up MacroShares 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
        Up
        MacroShares 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 Up MacroShares 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 Up MacroShares. 

       

      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
        Up
        MacroShares 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 Up MacroShares 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 Up
        Trust and the respective obligations and responsibilities of the Depositor,
        the
        Administrative Agent, the Marketing Agents and the Trustee created hereby
        shall
        terminate on the earlier of an Early Termination Date and the Final Scheduled
        Termination Date. The Up 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 Up 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 Up 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 Up 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 "Up
        Income Distribution Payment,"
        "Down
        Income Distribution Payment,"
        "Up
        Settlement Payment,"
        "Down
        Settlement Payment"
        or any
        constituent defined terms that are a part of the foregoing defined terms;
        (ii)
        to modify the formula in the Income Distribution Agreement and the Settlement
        Contracts pursuant to which the combined assets of the Paired Trusts are
        allocated between the Up Trust and the Down Trust on each Distribution Date,
        Redemption Date, an Early Termination Date or the Final Scheduled Termination
        Date or (iii) to modify the proportion of 1:1 of Up MacroShares and Down
        MacroShares that constitute a Macro Unit.

       

      (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 Up MacroShares (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 or the Down 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 Up MacroShares 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 Up MacroShares
        or to
        modify any provisions of this Trust Agreement in any manner that does not
        adversely affect any Holder of Paired 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 Down 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 Up 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 Up 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 Up MacroShares evidencing not less than a majority
        of
        the Up 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
        Up
        MacroShares; provided,
        that
        the Down Trust Agreement shall be amended in an identical manner in accordance
        with the amendment provisions thereof, and until such amendment is executed,
        any
        amendment to this Trust Agreement will remain pending and will not become
        effective; provided further,
        that,
        without the written consent of each Holder of the Up MacroShares and the
        Down
        MacroShares 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 Up MacroShares; or (ii) reduce the percentage of Holders that are required
        to consent to any of the foregoing amendments.

       

      (d) Subject
        to clause
        (a)
        of this
Section
        15.1,
        this
        Trust Agreement may be amended at any time prior to the initial public issuance
        of the Up MacroShares 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.

       

      (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 Up MacroShares
        shall be subject to such reasonable requirements as the Trustee may
        prescribe.

       

      (h) Holders
        evidencing not less than a majority of the Up 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 Up
        MacroShares or to make any Up Income Distribution Payment or any Up 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.

       

      
        
          
          

        

        
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      Section
        15.2 Registration
        (Initial and Continuing) of Up MacroShares; 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 Up MacroShares 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 Up MacroShares 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 Up Trust shall continue
        to offer or sell Up MacroShares 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 Up 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 Up MacroShares
        in any manner permitted by such laws, a copy of the Prospectus, as most recently
        furnished to the Administrative Agent by the Depositor, to each person
        submitting a Creation Order. The Administrative Agent shall also, if required
        to
        do so under the federal securities laws of the United States, deliver in
        conjunction with any marketing or computational materials, in any manner
        permitted by such laws, a copy of the Prospectus, as most recently furnished
        to
        the Administrative Agent by the Depositor.

       

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

       

      (a) The
        Depositor shall cause this Trust Agreement, all amendments hereof and
        supplements hereto and all financing statements, continuation statements
        and any
        other necessary documents covering the right, title and interest of the Holders
        of the Up MacroShares 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 Up MacroShares 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 Down Trustee,
        on
        behalf of the Down Trust, in the Trust Assets which shall secure the obligations
        of the Up Trust to the Down 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.

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

      (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 Up 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
        Up 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 Up MacroShares.

       

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

       

      (b) No
        Holder
        of the Up MacroShares 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 Up Trust, or the obligations of the parties hereto, nor
        shall
        any Holder of the Up MacroShares be under any liability to any third person
        by
        reason of any action by the parties to this Trust Agreement pursuant to any
        provision hereof.

       

      (c) No
        Holder
        of the Up MacroShares 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 Up MacroShares representing
        the
        beneficial ownership of at least 25% of all Outstanding Up MacroShares 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 Up MacroShares 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 Up MacroShares, to obtain or seek to obtain
        priority over or preference to any other Holder of the Up MacroShares 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 Up
        MacroShares. 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.

       

      
        
          
          

        

        
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      Section
        15.6 Certain
        Rights of Holders of Up MacroShares; Voting.
        Each
        Holder of Up MacroShares shall be able to vote on all matters on which
        shareholders may or are required to vote under this Trust Agreement for the
        Up
        MacroShares. Holders of Up MacroShares evidencing not less than 66 and 2/3%
        of
        the Up 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 Up MacroShares 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.

       

      Section
        15.7 Licensing
        Agreement.
        On the
        Closing Date, the Up Trust shall enter into the Licensing Agreement with
        MacroMarkets LLC, the Administrative Agent, and the Down Trust. Under such
        licensing agreement, MacroMarkets LLC shall be entitled to the receipt of
        the Up
        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.

       

      
        
          
          

        

        
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      (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
                  Inflation Depositor, LLC

                73
                  Green Tree Drive #9

                Dover,
                  DE 19904

                Attention:
                  Samuel Masucci, III

                Facsimile:
                  (973) 453-8212

              
	 	 
	
                With
                  a copy to:

              	
                Skadden,
                  Arps, Slate, Meagher & Flom LLP

                Four
                  Times Square

                New
                  York, NY 10036

                Attention:
                  Richard Kadlick, Esq.

                Facsimile:
                  (212) 735-2000

              
	 	 
	
                If
                  to the Trustee, to:

              	
                State
                  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:

              	
                Natixis
                  Securities North America Inc.

                [         
                  ]

                Attention:
                  [          ]

                Facsimile:
                  [         
                  ]

              
	
                With
                  a copy to:

              	
                [         
                  ]

                Attention:
                  [          ]

                Facsimile:
                  [         
                  ]

              
	
                If
                  to the additional Marketing Agent, to:

              	
                MACRO
                  Inflation Depositor, LLC

                73
                  Green Tree Drive #9

                Dover,
                  DE 19904

                Attention:
                  Samuel Masucci, III

                Facsimile:
                  (973) 453-8212

              


      

       

      
        
          
          

        

        
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                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 Up
        MacroShares 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 Up MacroShares or the rights of the Holders of the Up
        MacroShares.

       

      Section
        15.11 Up
        MacroShares Nonassessable and Fully Paid.
        It is
        the intention of the parties to this Trust Agreement that the Holders of
        the Up
        MacroShares shall not be personally liable for obligations of the Up Trust,
        that
        the interests in the Up Trust represented by the Up MacroShares shall be
        nonassessable for any losses or expenses of the Up Trust or for any reason
        whatsoever and that the Up MacroShares 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 Agents 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 Up Trust, acquiesce in, petition
        for
        or otherwise invoke or cause the Up Trust or the Depositor to invoke the
        process
        of any Governmental Authority for the purpose of (x) commencing or sustaining
        a
        case against the Up 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
        Up
        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 Up Trust
        or the
        Depositor.

       

      (b) Each
        of
        the Trustee, the Depositor, the Administrative Agent and the Marketing Agents
        and each Holder, by acceptance of its Up MacroShares, hereby agrees that
        it will
        not institute against a Holder, or join any other Person in instituting against
        a Holder, on account of its ownership of an Up MacroShares 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 Up MacroShares shall
        have
        been Outstanding.

       

      
        
          
          

        

        
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      Section
        15.14 No
        Waiver; Cumulative Remedies.
        No
        failure by the Trustee or the Holders of the Up MacroShares 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 Up MacroShares, the Holders of the Down MacroShares,
        and their respective successors and permitted assigns. Except as otherwise
        expressly provided in this Trust Agreement, no other Person will have any
        right
        or obligation hereunder.

       

      Section
        15.17 Actions
        or Notices by Holders of the Up MacroShares.

       

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

       

      (b) Any
        Notice, request, authorization, direction, consent, waiver or other act by
        the
        Holder of an Up MacroShares 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.

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        4.1.2

       

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

       

      
        	 	 	 
	 	
                MACRO INFLATION DEPOSITOR, LLC, 

                as Depositor

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
Name:
                Samuel Masucci, III
	 	Title: President


      

       

      
        
          	 	 	 
	 	STATE STREET BANK AND TRUST COMPANY,
                  not in its
                  individual capacity, but solely as the Up Trustee
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  
Name:
                  Michael F. Rogers
	 	Title: Executive Vice
                  President


        

         

        
          
            
              	 	 	 
	 	
                      MACROMARKETS LLC,

                      as Administrative Agent

                    
	 
 	 
 	 
 
	
                    	By:  	
                    
	 	
                      
Name:
                      Samuel Masucci, III
	 	Title: Chief Executive
                      Officer


            

          

        

      

       

      
        
          
            
              	 	 	 
	 	
                      NATIXIS SECURITIES NORTH AMERICA INC.

                      as a Marketing Agent

                    
	 
 	 
 	 
 
	
                    	By:  	
                    
	 	
                      

                      Name:
                        

                    
	 	
                      Title:
                        

                    


            

          

        

         

        
          
            
              
                
                  	 	 	 
	 	
                          MACRO
                            FINANCIAL, LLC,

                          as
                            a Marketing Agent

                        
	 
 	 
 	 
 
	
                        	By:  	
                           

                        
	 	
                          
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 Down Trust	 	 	 
	 	 	 	 
	By:
                	 	 	 
	
                
                  

                

                Name:
                  Michael F. Rogers

                Title:
                  Executive Vice President

              	 	 	
              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

       

      FORM
        OF
        UP MACROSHARES

       

      CERTIFICATE
        OF BENEFICIAL INTEREST

       

      -Evidencing-

       

      All
        Undivided Interests

       

      -in-

       

      MACROSHARES
        MEDICAL INFLATION UP TRUST SERIES 2008-1 TRUST 


       

      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. 

       

      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 Up MacroShares Certificates (the "Certificates") evidencing in the aggregate
        the ownership of all issued and outstanding MacroShares Medical Inflation
        Up
        Trust Series 2008-1 Shares ("Shares"), each of which represents a fractional
        undivided interest in the MacroShares Medical Inflation Up Trust Series 2008-1
        Trust ("Trust"), created under the laws of the State of New York by the
        MacroShares Medical Inflation Up Trust Series 2008-1 Trust Agreement, dated
        as
        of [ ], 2008, among MACRO Inflation Depositor, LLC, as depositor (the
        "Depositor"),
        State
        Street Bank and Trust Company, as trustee (the "Trustee"),
        MacroMarkets LLC, as administrative agent (in such capacity, the "Administrative
        Agent"),
        Natixis Securities America Inc., as marketing agent (in such capacity, the
        "Marketing
        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. 

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

       

      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 Medical Inflation Down Trust Series 2008-1 Shares (the "Down
        MacroShares"), which represent a fractional undivided interest in the
        MacroShares Medical Inflation Down Trust Series 2008-1 Trust (the "Paired
        Trust") or integral thereof. 

       

      The
        Depositor hereby grant and convey 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 [        ] of 2008. In addition, a
        holder who is also an Authorized Participant 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 Down MacroShares 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 Agents 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 Up Aggregate Par
        Amount. Any such consent by the Shareholders shall be conclusive and binding
        on
        such Shareholders and upon all future Shareholders represented by this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the
        Shareholders.

       

      The
        trustee will not enter into any amendment or modification which would cause
        either of the Macro Trusts to be required to register as an investment company
        under the Investment Company Act of 1940, as amended, or to be regulated
        as a
        commodity pool under the Commodity Exchange Act, as amended or which would
        change the calculation of underlying value.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

      This
        Certificate, is executed and delivered by MACRO Inflation 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 Inflation 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 Inflation
        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-3

          
            

          

        

        
          
          

        

      

       

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

       

       

      
        	 	 	 
	 	
                MACRO
                  INFLATION 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-4

          
            

          

        

        
          
          

        

      

       

      


      EXHIBIT
        B

       

      FORM
        OF
        INCOME DISTRIBUTION AGREEMENT

      


      Filed
        as
        Exhibit 4.5 to this Registration Statement

       

      
        
          
          

        

        
          B-1-1

          
            

          

        

        
          
          

        

      

      


       

      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
        LICENSING AGREEMENT

      


      Filed
        as
        Exhibit 4.7 to this Registration Statement

       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        F

       

      [RESERVED]

      


      Filed
        as
        Exhibit 4.8 to this Registration Statement

       

      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        G

      


       

      MARKETING
        AGENTS DUTIES


      


      The
        duties of the Marketing Agents consist of:

      


      *
        developing a marketing strategy for promoting the MacroShares 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 Agents' existing relationships to introduce the
        MacroShares to selected institutional entities across the United States and
        internationally;

      *
        introducing and promoting the MacroShares generally in the financial advisor
        community; and

      *
        responding to inquiries and/or providing referrals regarding the
        MacroShares.

       

      
        
          
          

        

        
          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
                  Redemption 

              


      

       

      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. 

              


      

       

      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (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 Up 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 Up Trust after such
                  redemption. 

              


      

       

      
        	 	
                (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,

              


      

       

      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      

       

      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 Up 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 Up Trust would have obtained had such
                  transaction occurred, less the Range and (y) the yield actually
                  obtained
                  in the Prohibited Transaction; and 

              


      

       

      
        	 	
                (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 Up 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 Up
                  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