UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549




FORM 10-Q




þQUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF
1934
  For the quarterly period
endedOctober 31,
2009
  or
  £TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF
1934


Commission File Numberof Issuing Entity: 333-151522-01




MacroSharesMajor Metro Housing Up
Trust


(Exact name of issuing entity as
specified in its charter)




Commission File Number of
Depositor:
001-34396




MACROSHARESHOUSINGDEPOSITOR, LLC


(Exact name of depositor as specified in
its charter)




New York
              
              26-2775114(State or other jurisdiction
      of
              
              (I.R.S.
      Employerincorporation or
      organization)
              
              Identification
      No.)




c/o State Street
Bank


and Trust Company,
N.A.


Two World Financial
Center


225 Liberty Street


New York,NY 10281


(917) 790-4284




(Address of principal executive offices,
telephone number, including area code)




Indicate by check mark whether the
registrant (1) has filed all reports required to be filed bySection13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YesþNo ̈




Indicate
by check mark whether the registrant has submitted electronically and posted
on its corporate web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). YesoNo ̈




Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of "accelerated filer and large
accelerated filer" inRule12b-2 of the Exchange
Act.




Large accelerated
      filer ̈
            Accelerated filer ̈
            Non-accelerated filer ̈
            Smaller reporting
      companyþ(Do
      not check if a smaller reporting company)




Indicate by check mark whether the
registrant is a shell company (as defined inRule12b-2 of the Exchange Act).Yes ̈Noþ




Number ofMacroShares Major Metro Housing Up
Trustshares outstanding as
ofOctober 31,
2009:  430,000




DOCUMENTS INCORPORATED BY
REFERENCE:


Prospectus of MacroShares Major
Metro Housing Up Trust, dated as of June 26, 2009, file no.
001-34397.







FORWARD LOOKING STATEMENTS




This Quarterly Report onForm10-Q contains various "forward-looking
statements" within the meaning ofSection27A of the Securities Act of 1933, as
amended, andSection21E of the Securities Exchange Act of
1934, as amended, and within the Private Securities Litigation Reform Act of
1995, as amended. Forward-looking statements usually include the verbs,
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"projects," "understands" and other verbs suggesting uncertainty.We remind readers that forward-looking
statements are merely predictions and therefore inherently subject to
uncertainties and other factors and involve known and unknown risks that could
cause the actual results, performance, levels of activity, or achievements, or
industry results, to be materially different from any future results,
performance, levels of activity, or our achievements expressed or implied by
such forward-looking statements.Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof.The Trust undertakes no obligation to
publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.




i




TABLE OF CONTENTS




PART
      I:
            FINANCIAL
      INFORMATION
            1Item
      1.
            Financial
      Statements
            1Item
      2.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            17Item
      3.
            Quantitative
      and Qualitative Disclosures about Market Risk
            24Item
      4.
            Controls
      and Procedures
            24PART
      II
            OTHER
      INFORMATION
            25Item
      1.
            Legal
      Proceedings
            25Item
      1A.
            Risk
      Factors
            25Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            25Item
      3.
            Defaults
      Upon Senior Securities
            25Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            25Item
      5.
            Other
      Information
            25Item
      6.
            Exhibits
            26





ExhibitsExhibit 31.1
            Certification Pursuant to
      Section 302(a) of the Sarbanes-Oxley Act of
    2002Exhibit 31.2
            Certification Pursuant to
      Section 302(a) of the Sarbanes-Oxley Act of
    2002Exhibit 32.1
            Certification Pursuant to 18
      U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002Exhibit 32.2
            Certification Pursuant to 18
      U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002




ii




PART I:
            FINANCIAL
      INFORMATION




Item 1.
            Financial
      Statements




MacroSharesMajor Metro HousingUpTrust


Statementsof Financial Condition(Unaudited)




October31,
              2009
            
            
            April 30,
              2009AssetsCash and cash
      equivalents
            
            $
            10,681,609
            
            
            $
            1,000Interest
      receivable
            
            
            1
            
            
            
            ––Total
      assets
            
            $
            10,681,610
            
            
            $
            1,000Liabilities and
      Shareholders’EquitySettlement contracts and
      income distribution agreement
              with the Down
      Trust
            
            $
            627,667
            
            
            $
            ––Operating expenses
      payable
            
            
            138,143
            
            
            
            ––Total
      liabilities
            
            
            765,810
            
            
            
            ––Shareholders’EquityEquity attributable to
      MacroShares Up Trust, $25
              par value,
      unlimited amount authorized, 430,000issued and
              outstanding atOctober31, 2009 and Founders’Capital
      Shares,
              $25 par value,
      40 shares issued and
      outstanding atApril
      30, 2009
            
            
            9,915,800
            
            
            
            1,000Total
      Shareholders’Equity
            
            
            9,915,800
            
            
            
            1,000Total Liabilities and
      Shareholders’Equity
            
            $
            10,681,610
            
            
            $
            1,000





See notes to theunauditedfinancial statements




1




MacroShares Major Metro Housing Up
Trust


Statementsof Operations
(Unaudited)





For the Three Months
              Ended October 31,
      2009
            
            
            For the period
              from
      June 29,
              2009
              (commencement
              of
      operations)
              toOctober 31,
              2009Investment
      IncomeInterest
            
            $
            4,087
            
            
            $
            5,574Total investment
      income
            
            
            4,087
            
            
            
            5,574ExpensesProfessional
      fees
            
            
            68,388
            
            
            
            93,984Trustee
fees
            
            
            43,370
            
            
            
            61,992Insurance
            
            
            15,462
            
            
            
            20,131Marketing Agent
      fees
            
            
            12,798
            
            
            
            17,098Structuring and
      Licensing
      fees
            
            
            11,905
            
            
            
            15,905Administrative Agent
      fee
            
            
            7,440
            
            
            
            9,940NYSE Arca Listing
      fee
            
            
            4,946
            
            
            
            6,666Printing
            
            
            954
            
            
            
            2,000Advertising and Investor
      Education fee
            
            
            1,488
            
            
            
            1,988Miscellaneous
            
            
            1,509
            
            
            
            2,034Total
      Expenses
            
            
            168,260
            
            
            
            231,738Net investment
      loss
            
            
            (164,173
            )
            
            
            (226,164
            )Realized and Unrealized Gain(Loss)Net increase(decrease)in unrealizedappreciationon
              settlement contracts and income
      distribution agreement
            
            
            (1,745,223
            )
            
            
            3,048,194Net realizedgainon settlement contracts and
      income distribution
              agreement
            
            
            752,596
            
            
            
            872,870Net realized and unrealized
      gain(loss)
            
            
            (992,627
            )
            
            
            3,921,064Net
      income(loss)
            
            $
            (1,156,800
            )
            
            $
            3,694,900Net income(loss)per share
            
            $
            (2.42
            )
            
            $
            7.81Weighted average shares
      outstanding
            
            
            478,804
            
            
            
            473,040





See notes to theunauditedfinancial statements




2




MacroShares Major Metro Housing Up
Trust


Statement of Changes in
Shareholders' Equity for the Period


fromJune29, 2009
(commencement of operations) toOctober31, 2009(Unaudited)




Up
              MacroShares
            
            
            Founders
              Equity
            
            
            TotalShareholders’Equity,beginning of
      period
            
            $
            ––
            
            
            $
            1,000
            
            
            $
            1,000Contributions
            
            
            8,709,000
            
            
            
            ––
            
            
            
            8,709,000Redemptions
            
            
            (2,488,100
            )
            
            
            (1,000
            )
            
            
            (2,489,100
            )Netincome
            
            
            3,694,900
            
            
            
            ––
            
            
            
            3,694,900Shareholders’Equity,end of
    period
            
            $
            9,915,800
            
            
            $
            ––
            
            
            $
            9,915,800Share
    ActivityShares outstanding, beginning of
      period
            
            
            ––
            
            
            
            40
            
            
            
            40Contributions
            
            
            540,000
            
            
            
            ––
            
            
            
            540,000Redemptions
            
            
            (110,000
            )
            
            
            (40
            )
            
            
            (110,040
            )Shares outstanding, end of
      period
            
            
            430,000
            
            
            
            ––
            
            
            
            430,000





See notes to theunauditedfinancial statements




3




MacroShares Major Metro Housing Up
Trust


Statement of Cash Flows for the
Period


fromJune29, 2009
(commencement of operations) toOctober
31, 2009
(Unaudited)





Cash flows from operating
      activities:Netincome
            
            $
            3,694,900Adjustments to reconcile netincometo net cash
              used inoperating
      activities:Net unrealized
      appreciation on settlement contracts andincome distribution
      agreement
            
            
            (3,048,194
            )Settlement
      payments received in excess of realized gains on settlement
      contracts and income distribution
      agreement
            
            
            (1,310,929
            )Increase in operating
      assetsand
      liabilities:Interest
      receivable
            
            
            (1
            )Operating expenses
      payable
            
            
            138,143Net cash
      used in operations
            
            
            (526,081
            )Cash flows from financing
      activities:Contributions
            
            
            13,484,860Redemptions
            
            
            (2,278,170
            )Net cash
      provided by financing activities
            
            
            11,206,690Net increase in cash and cash
      equivalents
            
            
            10,680,609Cash and cash equivalents,
      beginning of period
            
            
            1,000Cash and cash equivalents, end of
      period
            
            $
            10,681,609





See notes to theunauditedfinancial
statements




4





MacroSharesMajor Metro HousingUpTrust


NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS


as ofOctober 31, 2009




A.
            Organization




The MacroSharesMajor Metro HousingUp Trust (the “Up Trust”) is a trust
formed under the laws of the State of NewYork by MacroSharesHousingDepositor, LLC (the “Depositor”), a
Delaware limited liability company withMacroMarkets LLC as its sole member, on
July 11, 2008 pursuant
to a trust agreement entered into by the Depositorand State Street Bank and Trust
Company,N.A.,as trustee (in such capacity, the
“Trustee”). The “Up
TrustAgreement”wasamended and restated in fullon June 29, 2009by the Trustee, the Depositor,
MacroMarkets LLC, as administrativeagent, and MacroFinancial, LLC, as marketing agent (in
such capacities, the “Administrative Agent” and the“Marketing Agent”).TheUp TrustAgreement governs the
activitiesof theUp Trustand specifies the terms of theUp TrustShares. The Depositor has also formed
the MacroSharesMajor Metro
HousingDown Trust (the
“Down Trust” and, together with theUp Trust, the “Paired Trusts”). The descriptions
ofthe Paired Trusts in these notes reflect
the provisions of the trust agreements asamendedandrestated as described above.Operations of the Up Trust commenced on
June 29, 2009 (“commencement date”).OnJuly11, 2008,the Depositor and the Administrative
Agent each made an initial deposit of $500 into the Up Trust, for a total
initial deposit of $1,000 (the “Founders’ Equity”).No creations or other activity occurred
between July 11, 2008 and the commencement date.During the period endedOctober31, 2009, the Founders’ Equity of the Up
Trust was redeemed and returned to the Depositor and the Administrative
Agent.Each of the Paired Trusts issues shares
on a continuous basis (which are referred to, respectively, as “Up MacroShares”
and “Down MacroShares,” and, collectively, as “Paired Shares”) in minimum
aggregations called “MacroShares Units,” each of which consists of10,000 Up MacroShares and10,000 Down MacroShares. Paired Shares are issued at the
direction of Authorized Participants (as defined herein). The objective of the
Paired Trusts is, in the case of the Up Trust, to provide investors with
investment returns that correspond with thevalueof the S&P/Case-Shiller
Composite-10 Home Price Index, as well as on prevailing interest
rates on U.S. Treasury obligations and, in the case of the Down Trust, to
provide investors with investment returns that correspond inversely with the
value of the S&P/Case-Shiller Composite-10 Home Price Index. The last
published value of the S&P/Case-Shiller Composite-10 Home Price Index is
referred to as the “Reference Value of the Index”. The starting level for the
Reference Value of the Index is 162.17, which is the value published on
February 24, 2009.If the Reference Value of the Index
rises above its starting level, the Up Trust’s underlying value will increase to
include all of its assets plus a portion of the assets of the Down Trust. This
portion of assets due from the Down Trust will be tripled by a “leverage factor”
of 3. Conversely, if the level of the Reference Value of the Index falls below
its starting level, the Up Trust’s underlying value will decrease, because a
portion of its assets will be included in the underlying value of its paired
Down Trust, such portion being tripled by the leverage factor of 3. The range of
values for the Reference Value of the Index that can be reflected by the
underlying value of the Up MacroShares is between 108.11 and 216.23.OnJune29, 2009, the Starting Level was
established as162.17and as a result, the maximum range
within which the Paired Shares will provide returns is108.11to216.23. There can be no assurance that the
Paired Trusts will achieve their investment objective.




The trustee deposits one-half of the
aggregate funds received by it in connection with an issuance of paired shares
into the Up Trust and the other half into the Down Trust, without regard to the
per share underlying values at which the Up and Down MacroShares were issued, in
order to preserve the one-to-one ratio of cash and treasuries on deposit (such
cash and treasuries on deposit, less accrued operating
expensesbeing referred to
as the “Investment Amount”) in the Paired Trusts. The proportion of the
Investment Amounts in the Up Trust and the Down Trust of 1:1 will be maintained
throughout the entire life of the Paired Trusts by virtue of the requirement
that redemptions and issuances must be done in MacroShares units composed of an
equal number of Up MacroShares and Down MacroShares. Up MacroShares and Down
MacroShares are issued at underlying value, and the difference between the
underlying value of the Up MacroShares and Down MacroShares issued and the
amount deposited into each Trust is attributable to the effects of the
provisions of the Settlement Contracts and Income Distribution Agreement (both
of which are described below).




5




MacroSharesMajor Metro HousingUpTrust
 NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS
(Continued)
 as ofOctober 31, 2009




The underlying value formula described
in the prospectus and the requirement that Up MacroShares can only be issued and
redeemed in paired optional redemptions and paired issuances and only in the
form of MacroShares units, is intended to ensure thata 2.1624 index pointchange in the Reference Value of the
Index will result in a $1.00change in the per share underlying
value of each Up MacroShare.If the amount of cash and treasuries in
the Up Trust is less than the aggregate par amount of the Up MacroShares (as was
the case at October 31, 2009), because the fees and expenses of the Up
Trust have exceeded its treasury income during the period ended October 31,
2009, a specified change in the Reference Value of the Index will still result
in the same percentage change in per share underlying value, but not the
same dollar amount, because each Up MacroShare will represent, in effect, a
smaller investment in housing.The “underlying value’ of the Up Trust’s
shares represents that portion of the proceeds of the assets of the Up Trust
that would be distributed in conjunction with a redemption and as a final
distribution upon termination if the Paired Holding Trusts were to settle the
settlement contracts and the Up Trust were to make a final distribution on the
Up MacroShares.The underlying value per share of the Up
MacroShares atOctober31, 2009 was$22.60 and the fair value per share of
the Up Macroshares at October 31, 2009 was $23.06.




The assets of the Up Trust consist of
cash, U.S. government securities, repurchase agreements collateralized by U.S.
government securities (collectively referred to as “treasuries”) and
over-the-counter derivative instruments entered into between the Paired Trusts.
The interest income on the treasuries during a calculation period, less the
expenses of the Up Trust for that period, is referred to as the “Available
Income Accrual” for that period. The derivative instruments consist of the
“Income Distribution Agreement,” which is described below, and the“Settlement Contracts” which provide
that the Up Trust will be entitled to receive from, or be required to make to,
the Down Trust a payment at the termination of each of these contracts in an
amount that reflects thepercentage change between the settlementvalueof S&P/Case-Shiller Composite-10
Home Price Index (the “Closing Price”) at the time when the Settlement Contracts
are terminated and the Starting Level of162.17.The S&P/Case-Shiller Composite-10
Home Price Indexis a
weighted average of the following 10 S&P/Case-Shiller Metro Area Home Price
Indices: the S&P/Case-Shiller Boston Home Price Index, the
S&P/Case-Shiller Chicago Home Price Index, the S&P/Case-Shiller Denver
Home Price Index, the S&P/Case-Shiller Las Vegas Home Price Index, the
S&P/Case-Shiller Los Angeles Home Price Index, the S&P/Case-Shiller
Miami Home Price Index, the S&P/Case-Shiller New York City Area Home Price
Index, the S&P/Case-Shiller San Diego Home Price Index, the
S&P/Case-Shiller San Francisco Home Price Index, and the
S&P/Case-Shiller Washington DC Home Price Index. The value of the
S&P/Case-Shiller Composite-10 Home Price Index on any index publication date
reflects home prices measured during the second, third and fourth calendar
months preceding the month in which that index publication date occurs. An index
publication date is the business day in each calendar month on which S&P
publishes the value of the S&P/Case-Shiller Composite-10 Home Price Index.
S&P publishes this value on the last Tuesday of each calendar month, or if
that day is not a business day, on the next succeeding business day, at 9:00 AM
New York City time.




For purposes of determining the
underlying value at which Paired Shares are redeemed or created,each Settlement Contract is valued on
each “New York Business Day” (any day on which stock exchanges and New York
money center banks are open for business) based on theReference Value of the Indexand the resultingpercentage changefrom the Starting Level and the sum of
the Up Trust earned income accruals (as defined below) for each day that has
elapsed during the current calculation period, up to and including the current
business day. The performance obligations of the Paired Trusts to each other
under the Settlement Contracts are collateralized by cash, U.S. government
securities and repurchase agreements backed by U.S. government securities that
are held in each of the Paired Trusts. The Up Trust’s obligations are leveragedby a factor of three
(“leveraged settlement factor”)and the Up Trust realizes capital gains
or losses only when a Settlement Contract is terminated in connection with a
Paired Optional Redemption, an early termination or the final scheduled
termination of the Paired Trusts.




The “Leveraged Settlement Factor” will equal (3*(settlement
factor-1)+1). The “settlement factor” for any date of measurement equals
(RVIt/ RVI0), where RVItequals the Reference Value of the Index
on such date of measurement and RVI0equals the Reference Value of the Index
that was published on February 24, 2009 (162.17). The settlement factor for
any calendar day is equal to the Reference Value of the Index that was published
on that day (referred to as the “ending level”) divided by the Reference Value
of the Index that was published on February 24, 2009 (162.17) (referred to
as the “starting level).Once the settlement factor has been
calculated, it will be tripled by the leverage factor, by first subtracting the
number 1, multiplying by 3 and then adding back the number
1.


6
  MacroSharesMajor Metro HousingUpTrust
 NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS
(Continued)
 as ofOctober 31, 2009


The“Income Distribution
Agreement”entered into between the Paired Trusts
is the means for allocating between the PairedTrusts the daily income accrual on the
U.S. government securities and other assets on deposit in the trusts, net of
expenses. Under the Income Distribution Agreement,ifthe UpEarned Income Accrual for a Calculation
Period is less than the Up Available Income Accrual for that Calculation Period,
the Up Trust will be required to make a payment to the Down Trust on the
Distribution Date that follows that Calculation Period; if the Down Earned
Income Accrual for a Calculation Period is less than the Down Available Income
Accrual for that Calculation Period, the UpTrustwill be entitled to receive a payment
from the Down Trust on the next Distribution Date.




Payments under the Income Distribution
Agreement with respect to each Distribution Date are calculated as
follows:




*
            if the Up Earned Income Accrual
      for the preceding Calculation Period is less than the Available Income of
      the Up Trust on that Distribution Date, the Up Trust must make a payment
      to the Down Trust under the income distribution agreement in an amount
      equal to the positive difference between the Up Available Income and the
      Up Earned Income Accrual for such Calculation Period;
      and




*
            if the Down Earned Income Accrual
      for the preceding Calculation Period is less than the Available Income of
      the Down Trust on that Distribution Date, the Up Trust will be entitled to
      receive a payment from the Down Trust under the income distribution
      agreement in an amount equal to the positive difference between the Down
      Available Income and the Down Earned Income Accrual for such Calculation
      Period.




The range of values for the Reference
Value of the Index is limited under the income distribution agreement from
108.11 to 216.23. For any day on which the Reference Value of the Index is equal
to or lesser than 108.11, the Up Trust will be required to pay over all of its
Available Income to the Down Trust. If the Reference Value of the Index is less
than 108.11 on any day, the Up Trust will not have any further liability to the
Down Trust under the income distribution agreement other than its obligation to
pay over the entire amount of its Available Income for that day. For any day on
which the Reference Value of the Index is equal to or greater than 216.23, the
Up Trust will be entitled to receive all of the Down Trust’s Available Income.
If the Reference Value of the Index is greater than 216.23 on any day, the Up
Trust will not have any further claim against the Down Trust under the income
distribution agreement other than its entitlement to receive the entire amount
of its Available Income for that day.




Distribution Dates are the third
business day prior to the last business day of March, June, September and
December of each year, commencing in September of 2009.




If on any distribution date the Up Trust
does not have any available income and does not receive any available income
from the Down Trust,as was
the case on the September 2009 Distribution Date,it will not make any quarterly
distribution to its shareholders on that distribution date.




As ofOctober31, 2009, market interest rates on
securities permitted to be owned by the Paired Trusts were below the fee
deduction amount charged by the Up Trust.Accordingly, the ability of the Trust to
makefuturedistributions to investors will be
reduced, and possibly eliminated, until such time as market interest rates
exceed the fee deduction amount, and the deficiency in the amount that
is invested must be made out of income received on subsequent distribution dates
until the amount invested does equal the Up Aggregate Par Amount.At October 31, 2009, the
deficiency in the amount invested measured against the Up Aggregate Par Amount
approximated $206,500.




The Settlement
Contracts




Upon each issuance of Up MacroShares as
part of a MacroSharesUnit in a Paired Subsequent Issuance,
the Up Trust enters into a new Settlement Contract with the Down
Trust.For each New York Business Day, the
Paired Optional Redemptions and Paired Subsequent Issuances ordered on that day
are netted for purposes of determining how many Settlement Contracts need to be
entered into or terminated on that day; however, one Settlement Contract must
always be outstanding for one MacroSharesUnit of outstanding Paired
Shares.Under the Settlement Contracts, the Up
Trust is either (1) required to deliver all or a portion of its assets (held in
the form of cash, government securities and repos) to the Down Trust or (2)
entitled to receive all or a portion of the assets (held in the form of the same
types of assets) of the Down Trust.The settlement payments made or received
pursuant to the Settlement Contracts are based on the difference between theReference Value of the
Indexand its Starting
Level on the day on which a redemption order for Paired Shares is delivered to
the Administrative Agent.The final distribution on the Up
MacroShares depends upon the settlement payment that the Up Trust will either be
required to make or be entitled to receive under the Settlement Contracts when
such contracts are settled in connection with Paired Optional Redemptions, early
terminations or the final scheduled termination of the Up Trust.The settlement obligations of the Paired
Trusts under the Settlement Contracts are fully supported by the cash,
government securities and repos held by each trust.


7
  MacroSharesMajor Metro HousingUpTrust
 NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS
(Continued)
 as ofOctober 31, 2009


As a result of the Settlement Contracts
and Income Distribution Agreement, the “Underlying Value” of the Up Trust will
equal, on any Price Determination Day occurring during any Calculation
Period:




The Underlying Value of the Up Trust is
calculated for each calendar day as follows:




*
            Thesumof the Up Earned
      Income Accruals for each day that has elapsed during the current
      Calculation Period up to and including the current calendar
      day




plus




*
            The Up Investment Amount for the
      current calendar day multiplied by the Leveraged Settlement Factor,
      calculated as of the current calendar
  day.




The “Leveraged Settlement Factor” will equal (3*(settlement
factor-1)+1).




The “settlement factor” for any date of
measurement equals (RVIt/ RVI0), where RVItequals the Reference Value of the Index
on such date of measurement and RVI0equals the Reference Value of the Index
that was published on February 24, 2009 (162.17). The settlement factor for
any calendar day is equal to the Reference Value of the Index that was published
on that day (referred to as the “ending level” divided by the Reference Value of
the Index that was published on February 24, 2009 (162.17) (referred to as
the “starting level”). Once the settlement factor has been calculated, it will
be tripled by the leverage factor, by first subtracting the number 1,
multiplying by 3 and then adding back the number 1.




The Underlying Value of the Up Trust for
anybusiness day
thatis followed by one or
more days that are notbusiness dayswill include the Up Earned Income
Accruals for each of these days, calculated on the basis of theReferenceValueofthe Index on the currentbusiness day. The Underlying Value of the Up Trust
on any day that is not abusiness daywill be equal to its Underlying Value on
the last precedingbusiness
day.




Distributions




Each shareholder who is a registered
holder of Up MacroShares on the Record Date will be entitled to receive the
Quarterly Distribution, as calculated below. The Quarterly Distribution will be
paid out to shareholders on the Distribution Payment Date that follows each
Distribution Date.




The Underlying Value of the Up Trust on
each Distribution Date will be calculated before Available Income, if any, is
deducted from that Underlying Value and set aside for payment as a Quarterly
Distribution on the related Distribution Payment Date. As a result, the
Underlying Value of the Up Trust on the day following each Distribution Date
will reflect a relative decrease from the Underlying Value on that Distribution
Date that will be unrelated to any movement in the level of the ReferenceValueofthe Index.




On each Distribution Date, other than on
the Final Scheduled Termination Date or an Early Termination Date and other than
with respect to any shares for which a redemption order was placed and settled
prior to the related Record Date, the Up Trust will declare a “Quarterly
Distribution” on each outstanding Up MacroShare equal to the sum of Up Earned
Income Accruals for each day of the preceding Calculation Period divided by the
aggregate number of outstanding Up MacroShares on that Distribution
Date.




On the Distribution Payment Date that
follows each Distribution Date, the Up Trust will distribute such amount on each
outstanding Up MacroShare.




Distributions of the Up Earned Income
Accruals on the Final Scheduled Termination Date, an Early Termination Date or
any Redemption Date will be made as part of the Final Distribution that is made
on those dates.


8
  MacroSharesMajor Metro HousingUpTrust
 NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS
(Continued)
 as ofOctober 31, 2009


If available, an amount equal to the Up
Aggregate Par Amount will always be reinvested by the Trustee, at the direction
of the Administrative Agent, in new treasuries on each Distribution Date unless
that Distribution Date is the Final Scheduled Termination Date or an Early
Termination Date. If a redemption order is delivered on a Distribution Date or
on the day preceding a Distribution Date, the Up Aggregate Par Amount will first
be reduced by the aggregate par amount of any Up MacroShares being redeemed on
that date. If, after expenses, the funds remaining on deposit in the Up Trust on
any Distribution Date are equal to or less than the Up Aggregate Par Amount,
then all of these remaining funds must be reinvested in treasuries and the trust
will have no Available Income on that date. If less than the Up Aggregate Par
Amount is invested in treasuries on any Distribution Date, the deficiency in the
amount that is invested must be made up out of income received on subsequent
Distribution Dates until the amount invested does equal the Up Aggregate Par
Amount.At October 31,
2009 the amount invested (less net operating expenses paid or payable) and the
Up Aggregate Par Amount approximated$10,543,500and$10,750,000, respectively, resulting in a
deficiency of approximately $206,500that must be made up out of income
received on subsequent Distribution Dates.




Issuance and
Redemption




Paired Shares are only created and
redeemed, and Up MacroShares are only created and exchanged, through entities
who are banks, broker-dealers or other participant members of The Depository
Trust Company ("DTC") who have executed a contract with the Trustee and the
Administrative Agent ("Authorized Participants").




Authorized Participants may direct the
issuance and redemption of Up MacroShares and Down MacroShares in MacroShares
Units on a continuous basis. “Paired Issuances” are all issuances of Paired
Shares in MacroShares Units that occur at any time after the formation of the
Paired Trusts, and “Paired Optional Redemptions” are all optional,
shareholder-directed redemptions of Paired Shares in MacroShares Units. Paired
Shares are always issued in Paired Issuances and always redeemed in Paired
Optional Redemptions at a specified redemption price equal to the combined
underlying values of the Paired Trusts attributable to the shares being issued
or redeemed. The final distribution made on the Up MacroShares being redeemed in
a Paired Optional Redemption will equal the ratable portion of the net assets of
the Up Trust that are remaining in the trust after it has made or received a
settlement payment under each Settlement Contract that was terminated in
connection with such redemption. The market price of the Up MacroShares or Down
MacroShares at the time of the redemption of any Paired Shares will have no
effect on or relation to the price at which the applicable trust is required to
redeem those shares.




Orders for Paired Issuances and Paired
Optional Redemptions will be accepted from Authorized Participants on each New
York Business Day. Paired Issuances and Paired Optional Redemptions can be
settled on order date plus one business day, except that, any redemption order
that is delivered on a distribution date or on the business day following a
distribution date will be settled on the third business day following the
redemption order date to ensure that any Authorized Participant who places a
redemption order on these two days will still be considered a holder of record
on the record date and, therefore, eligible to receive its quarterly
distribution, if any, for the preceding calculation period.




B.
            Significant
      Accounting Policies




The following is a summary of the
significant accounting policies that are consistently followed by the Up Trust
in the preparation of its financial statements.




Basis of Accounting




The policies are in conformity with
accounting principles generally accepted in the United States
(“GAAP”).The preparation of financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities on the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period
presented in the accompanying financial statements (the "Reporting
Period").Actual results could differ from those
estimates.For
financial reporting purposes, the Trust has adopted an April 30 fiscal year
end. The accompanying
financial statements include a statement of financial condition as of April 30,
2009 representing the issuance of Founders’ Capital Shares on July 11,
2008. As the Up Trust did not commence operations until June 29, 2009,
statements of operations, changes in shareholders’ equity and of cash flows for
the period ended October 31, 2008 have been omitted.


In June
2009, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards
Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting
Principles,” which has become the source of authoritative U.S. GAAP recognized
by the FASB to be applied to nongovernmental entities. This supersedes non-SEC
accounting and reporting standards and is effective for financial statements
issued for interim and annual periods ending after September 15, 2009. This
adoption by the Trust has changed the Trust’s references to U.S. GAAP accounting
standards but did not impact the Trust’s results of operations or financial
position.
  9
  MacroSharesMajor Metro HousingUpTrust
 NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS
(Continued)
 as ofOctober 31, 2009


General




Under GAAP, U.S. government securities
and repurchase agreements are accounted for on a trade date basis. Interest
income, adjusted for the amortization of premium and accretion of
discounts,is earned from settlement date and is
recorded on an accrual basis.Expenses are recorded on an accrual
basis as incurred.




Cash and Cash
Equivalents




The Up Trust considers all highly liquid
investments with original maturities of less than 90 days to be cash
equivalents.




The Up Trust invests in debt securities
issued by the U.S. government and repurchase agreements (or "repos") collateralized by U.S. government
securities, which have, in each case, remaining maturities or terms of less than
ninety (90) days.The Up Trust may enter into repurchase
agreements with banks and broker-dealers whereby the Up Trust acquires a U.S.
debt security for cash and obtains a simultaneous commitment from the seller to
repurchase the security at an agreed upon price and date.The Up Trust, through its custodian,
takes possession of securities that are used as collateral.In connection with transactions in
repos, if the seller defaults or enters into insolvency proceedings and the
value of the collateral declines, recovery of cash by the Up Trust may be
delayed or limited. The U.S. government securities and repos are valued at
amortized cost, which approximates market value.




The Settlement
Contracts




For the purpose of determining the
underlying value at which Paired Shares are redeemed or created, each daily
recording of the difference between theReference Value of the Indexand the Starting Level is referred to
as the daily calculation of the amount due to or from the Up Trust under the
Settlement Contract.If theReference Value of the Indexexceeds its Starting Level an asset
receivable is recorded as being due from the Down Trust under the Settlement
Contracts.If theReference Value of the Indexis less than its Starting Level, a
liability payable to the Down Trust is recorded under the Settlement
Contracts.If theReference Value of the Indexequals its Starting Level, no
accounting entry is recorded.




For the purpose of financial reporting,
the settlement contracts constitute derivative contracts. Accordingly, the
settlement contracts are recorded in the financial statements at fair value, as
determined by the Administrative Agent. As there is no market for the settlement
contracts, and no such market is expected to develop, the Administrative Agent
determines the fair value of the settlement contracts by reference to various
inputs, including the contractual amount due to or from the other trust,
applicable market indices, and the prices of transactions in Up MacroShares on
theNYSE Arca.The fair value of the settlement
contracts as determined in good faith by the Administrative Agent could differ
from the value that would have been determined had a market for the settlement
contracts existed, and the differences could be material.The fair value of the settlement
contracts created onJune29, 2009 and the settlement contracts
held by the Up Trust as ofOctober31, 2009,and on various creation or redemption
dates during the Reporting Period for financial reporting purposes was different
from the value used to determine underlying value, as defined
previously.




Income Distribution
Agreement




Under the Income Distribution Agreement
with the Down Trust, the Up Trust, on each quarterly distribution date, is
either (1) required to pay all or a portion of its income from its government
securities and repos, after deduction of a fixed number of basis points (a basis
point being 1/100 of onepercent) and an accrual for other expenses, for
the payment of fees and expenses, to the Down Trust or (2) entitled to receive
all or a portion of the Down Trust's income, after the Down Trust has deducted a
fixed number of basis points for the payment of its asset-based expenses and an
accrual for other expenses.




For the purpose of determining the
underlying value at which Paired Shares are redeemed or created, if theReference Value of the
Indexon any New York
Business Day exceeds its Starting Level, the Up Trust records a payment
obligation to be made to it by the Down Trust under the Income Distribution
Agreement as an asset receivable for that day.If theReference Value of the Indexis less than its Starting Level on any
New York Business Day, the Up Trust records a liability payable to the Down
Trust under the Income Distribution Agreement.If theReference Value of the Indexequals its Starting Level, no
accounting entry is recorded.For any day that is not a New York
Business Day, theReference
Value of the Indexfrom the
last preceding New York Business Day is usedto calculate the asset or liability
under the Income Distribution Agreement for that day.The assets receivable and liabilities
payable by the Up Trust for each day of the Calculation Period are netted in
order to determine whether the Up Trust will make a payment to, or be entitled
to receive a payment from, the Down Trust on the quarterly distribution date,
prior to distributing its income to its shareholders.


10
  MacroSharesMajor Metro HousingUpTrust
 NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS
(Continued)
 as ofOctober 31, 2009


For the purpose of financial reporting,
the Income Distribution Agreement constitutes a derivative contract.
Accordingly, the Up Trust records the Income Distribution Agreement in the
financial statements at fair value, as determined by the Administrative Agent.
As there is no market for the Income Distribution Agreement, and no such market
is expected to develop, the Administrative Agent determines the fair value of
the income distribution contract by reference to various inputs, including the
contractual amount due to or from the other trust as well as the factors
considered in the valuation of the settlement contracts as described above. The
fair value of the Income Distribution Agreement as determined in good faith by
the Administrative Agent could differ from the value that would have been
determined had a market for the Income Distribution Agreement existed, and the
differences could be material.The fair value of the Income
Distribution Agreement held by the Up Trust on the initial creation date,June29, 2009, and as ofOctober31, 2009and on various creation and redemption
dates during the Reporting Periodfor financial reporting purposes was
different from the value used to determine underlying value, as defined
previously.




Fair Value




In accordance with ASC 820 -  Fair
Value Measurements fair value is defined as the price that the Up Trust would
receive upon selling the cash equivalents, settlement contracts and income
distribution agreement in a timely transaction to an independent buyer in the
principal or most advantageous market of the investment. Recent disclosure
requirements established a three-tier hierarchy to maximize the use of
observable market data and minimize the use of unobservable inputs and to
establish classification of fair value measurements for disclosure purposes. The
three-tier hierarchy of inputs is summarized in the three broad Levels listed
below.




·
            Level 1 – quoted prices in active
      markets for identical
investments




·
            Level 2 – other significant
      observable inputs (including quoted prices for similar investments,
      interest rates, prepayment speeds, credit risk,
    etc.)




·
            Level 3 – significant unobservable
      inputs (including the Up Trust’s own assumptions in determining the fair
      value of investments)






The following is a summary of the inputs
used as ofOctober31, 2009:




Level 1–Quoted Prices (cash equivalents
      consisting of U.S. Treasury bills)
            
            $
            10,293,489Level 2–Other Significant Observable
      Inputs:-  
      Overnight repurchase agreements collateralized by U.S. government
      securities
            
            
            388,000-  
      Settlement contracts and the income distribution agreement
            
            
            (627,667
            )Level 3–Significant Unobservable
      Inputs
            
            
            ––Total
            
            $
            10,053,822


11
  MacroSharesMajor Metro HousingUpTrust
 NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS
(Continued)
 as ofOctober 31, 2009


Summary of Level 3 Inputson Fair Valuation of
      Settlement Contracts and the Income Distribution
    Agreement:




Period from
              August 1, 2009
      to
              October 31,
      2009
            
            
            Period from June 29,
      2009(commencement of
      operations)to
      October 31, 2009Balance at beginning of
      period
            
            
            ––
            
            
            
            ––Creation
      Activity
            
            
            ––
            
            
            $
            (2,053,200
            )Redemption
      Activity
            
            
            ––
            
            
            
            ––Realized and Unrealized Gains or
      Losses
            
            
            ––
            
            
            
            (418,100
            )Transfers in or out of Level 3 in
      response to changes of significant inputs
            
            
            ––
            
            
            
            2,471,300
            *Balance at end of
      period
            
            $
            ––
            
            
            $
            ––




*
            The transfer out of
      Level 3 was in response to the initiation of trading of Up Trust shares on
      NYSE Arca, and in sufficient volumes, to use quoted prices (Level 2 input)
      on which to base fair valuation
determination.




Federal Income Taxes




The Up Trust is treated as a partnership
for federal income tax purposes and, therefore, no provision for federal income
taxes is required.




C.
            Operating
      Expenses and Related PartyExpenses




Operating expenses are deducted daily
from the income earned by the Up Trust in an amount equal to the product of the
trust's assets, including Treasuries and cash (but excluding the value of the
settlement contracts and the Income Distribution Agreement), held by the Up
Trust on each day (the "Up Trust Asset
Amount") and (i) a rateof 125basis points (one basis point equals
0.01%) per annum and an estimated fixed annual amount of approximately $600,000
divided by 365 or 366, depending upon the number of days in the current
year.




C1.           Related
Party Expenses




Pursuant to the Up Trust Agreement, the
Up Trust, commencing onJune29, 2009, pays MacroMarkets LLC a fee
that accrues daily at an annualized rate of 0.25% of the Up Trust Asset Amount
for acting as the Administrative Agenton behalf of the trust and for
sublicensing to the trust the right to reference the S&P/Case-Shiller
Composite-10 Home Price Index.The feefor the three months ended October 31,
2009 andfor the periodfrom June 29, 2009
(commencement of operations) toOctober 31, 2009was$7,440 and $9,940,
respectively.




The Up Trust pays MacroMarkets LLC, in
addition, (i) a licensing fee for the use of its intellectual property related
to the patented MacroShares structure, which accrues daily at an annualized rate
of0.20%ofthe Up Trust Asset Amount, (ii) a
structuring fee for structuring the product, which accrues daily at an
annualized rate of0.20%ofthe Up Trust Asset Amount,and paysMacro Financial, LLC, an affiliate of
MacroMarkets LLC,(i)a marketing fee for
acting as Marketing Agent for the trust, which accrues daily at an annualized
rate of0.43%of the Up Trust Asset
Amountand (ii) a fee to be
used for advertising and investor education, which accrues daily at an
annualized rate of 0.05% of the Up Trust Asset Amount.The MacroMarkets, LLC and Macro
Financial, LLC fees for acting in these capacities for thethree monthsendedOctober31, 2009and for the period from June 29, 2009
(commencement of operations) to October 31, 2009 were $26,191 and $34,991,
respectively.




In addition, Macro Financial, LLC
receives a fee of $0.05 per share directly from the Authorized Participants in
connection with each Paired Issuance. This fee represents reimbursement for the
upfront launch costs in connection with the offering of Up and Down MacroShares
which were incurred by Macro Financial, LLC and such fee will be charged for
each Up MacroShare created at any time after June 29, 2009 until an
aggregate amount of $827,474 has been reimbursed to it. During the three months
ended October 31, 2009 and the period from June 29, 2009 (commencement of
operations) to October 31, 2009, Macro Financial, LLC has informed the Up Trust
that it received $3,000and $7,000, respectively, in launch
cost recovery fees related to the creation of Up
MacroShares.


12
  MacroSharesMajor Metro HousingUpTrust
 NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS
(Continued)
 as ofOctober 31, 2009


C2.            Trustee
Fees




Pursuant to the Declaration of the Up
Trust, the Trustee receives a fee with respect to the services for the Up Trustwhich accrues dailyin an amount equal to the
product of a per annum rate of  0.12%of theUp Trust Asset Amountor an annual minimum fee, whichever is
greater.  The annual minimum fee for the initial fiscal year (period
from June 29, 2009 (commencement of operations) to  April 30, 2010) is
$85,417, and increases to  $143,750 for the fiscal year ending April
30, 2011, and to $150,000 for fiscal years thereafter.Trustee fees, including a technology fee
reimbursement,for thethree monthsendedOctober31, 2009and for the period from June 29, 2009
(commencement of operations) to October 31, 2009 were $43,370 and $61,992,
respectively.In addition, the Trustee receives a fee
of $250 ($2,000 prior to
July 20, 2009)directlyfrom the
Authorized Participants in connection with each Paired Issuance or Paired
Optional Redemption.




State Street Bank and Trust Company,
N.A., a national bank chartered by the Office of the Comptroller of the
Currency, is the "Custodian" of the trust assets on behalf of the
Up Trust.




D.
            Distributions




The Trustee of the Up Trust
willnormallymake quarterly and final distributions
to each person who was a "Registered
Owner," which is the
depository or nominee thereof in which name the Up MacroShares are registered,
on the record date that preceded such distribution date. The amount of the
quarterly distributions may consist of interest and other income received on the
debt securities issued by the U.S. government and repos, income received by the
Up Trust under the Income Distribution Agreement, and all paid-in interest
associated with any paired issuances.Distribution Dates are typically the
third business day prior to the last business day of March, June,
September and December of each year,commencing in September of
2009.The ability of the Up Trust to make
future distributions to investors will be reduced, and possibly eliminated,
until such time as market interest rates exceed the fee deduction amount, and
the deficiency in the amount that is invested is made up out of income received
on subsequent distribution dates. At October 31, 2009, the deficiency in
the amount invested, less expenses, measured against the Up Aggregate Par
Amount approximated $206,500.When made by the Up Trust, the
quarterly and final distributions will occur after all expenses of the Up Trust
have been paid.




E.
            Share
      Transactions




Issuances and redemptions of Up
MacroShares are reflected in these financial statements at the value of the
equity attributable to such shares at time of issuance or redemption, based on
GAAP, which may differ from underlying value.




For the period from June 29, 2009
(commencement of operations) to October 31, 2009,540,000 of the Up MacroShares were
created at the value of the
equity attributable to such shares of$8,709,000, with an underlying value of
$10,768,512.Of these amounts, the Up Trust issued
400,000 shares to the initial Authorized Participant at the value of the equity
attributable to such shares of $6,000,000 or $15.00 per share.The Up Trust receives, for each share
issued, cash equal to one-half of the combined Underlying Value of the Up Trust
and the Down Trust.The increase/decreasein the contractual value of the
settlement contracts and income distribution agreement resulting from
creations and redemptionsresults in the net
increase/decreasein net assets per share on
creationsand
redemptionsbeing equal to
underlying value per share on the date of issuanceor redemption.Similarly, the increase/decrease in the
fair value of the settlement contracts from creations and redemptions results in
the net increase/decrease in net assets from creations and redemptions for
financial reporting purposes being equal to the equity attributable to such
shares on the date of issuance and redemption. Accordingly, such
increase/decrease in fair value is included as a part of the
contributions/redemptions in the Statement of Changes in Shareholders’ Equity.
For the period from June 29, 2009 (commencement of operations) to
October 31, 2009, 110,000Up MacroShares were redeemed at the
value of the equity attributable to such shares of $2,488,100 with an underlying
value of $2,277,170. In addition,shares representing initial Founder’s
Equity discussed above,were also redeemed in theperiodfrom June 29, 2009 (commencement of
operations) to October 31, 2009.




For the three months ended October 31,
2009, 60,000 of the Up MacroShares were created at the value of the equity
attributable to such shares of $1,582,000, with an underlying valueof $1,200,487.During the same period,
80,000 Up MacroShares were redeemed at the value of the equity attributable to
such shares of$1,921,400with an underlying value of
$1,694,096.


13
  MacroSharesMajor Metro HousingUpTrust
 NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS
(Continued)
 as ofOctober 31,
2009


The Up MacroShares are classified as
“redeemable” for financial statement purposes, because they are subject to
continuous redemption as described in the prospectus for such shares. Individual
investors cannot purchase or redeem shares in direct transactions with the Up
Trust.The Up Trust only deals with Authorized
Participants, who may redeem Up MacroShares at any time (but only together with
Down MacroShares in the prescribed minimum aggregations that constitute
MacroShares Units), provided that optional redemptions of shares may be
suspended in certain circumstances which are described in the trust
agreement.




F.           Indemnifications




Under the Up Trust’s TrustAgreement, the Authorized Participant
Agreements and certain licensing agreements, the Depositor, the Trustee,
Standard &
Poor’s, the Authorized
Participants,MacroMarkets LLC,and Macro Financial LLCare indemnified by the Up Trust against
any liability or expense that any of them may incur in connection with the
service and licensing agreements into which they entered with the Up Trust that
is not the result of gross negligence, bad faith, willful misconduct or reckless
disregard on their part. The Up Trust's maximum exposure under these
indemnification arrangements (as set forth in their respective trust agreement, the Authorized Participant Agreements and
certain licensing agreements) is unknown and dependent upon future claims that
may be made against the Up Trust based on events that have not yet occurred.
However, the Up Trust expects the risk of loss to be remote.




G.
            Recent
      Accounting Pronouncements




In March
2008, new disclosures about Derivative Instruments and Hedging Activities, which
are now part of ASC 815, were issued and were effective for fiscal years
beginning after November 15, 2008. The adoption of the new requirements did not
impact the Up Trust’s financial condition and results of
operations.
 
 On May
28, 2009, the FASB issued new disclosure requirements on “Subsequent Events”
which are now part of ASC 855 and provided general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. In addition it
required the disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date. The adoption of the requirement,
which was effective June 30, 2009, did not impact the Up Trust’s financial
condition and results of operations.
 
 On April
9, 2009, the FASB issued a new standard “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” which is now part of ASC 820.
It provided guidance for determining whether a market is inactive and a
transaction is distressed. In addition, it requires enhanced disclosures
regarding financial assets and liabilities that are recorded at fair value. The
requirement was effective for interim and annual reporting periods ending after
June 15, 2009. The application of the standard did not have an impact on the Up
Trust’s financial condition or results of operations.
 
 On April
9, 2009, the FASB issued new guidance, “Interim Disclosures about Fair Value of
Financial Instruments” which is now part of ASC 820 and requires expanded
disclosures for all financial instruments and are effective for the Up Trust’s
quarterly financial statements for the period ended October 31, 2009. The
adoption of the standard did not impact the Up Trust’s financial condition and
results of operations.


14
  MacroSharesMajor Metro HousingUpTrust
 NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS
(Continued)
 as ofOctober 31, 2009


H.
            Concentration
      Risk




The Up Trust's performance at underlying
value is determined by theReference ValueoftheIndex.Therefore, the primary risk of loss to
the Up Trust comes from fluctuations in theReference Valueof the Index.The Starting Level for the Reference
Value of the Index for purposes of the transactions of the Up Trust is
162.17. The maximum value
of the Index for which the Up Trust can deliver positive investment returns at
underlying value corresponding to the Reference Value of such Index is equal to
216.23.(Conversely, the minimum level of the
Index for which the Down Trust can deliver positive investment returns at
underlying value corresponding inversely to thevalueof suchIndex is108.11).Also, the Up Trust is exposed to
possible indemnification obligations, as described above.An additional risk comes from interest
rate fluctuations, which affect the total amount of income earned by the Paired
Trusts.In addition, State Street Bank and Trust
Company, N.A. holds 100% of the cash and cash equivalents on
deposit.There are risks in terms of exposure to
State Street Bank and Trust Company, N.A. in that the Up Trust may potentially
lose all or a portion of the cash that is held at State Street Bank and Trust
Company, N.A.




I.
            Termination
      of the Trust




The Up Trust is scheduled to be
terminated onNovember25, 2014.On such date, the holders of any Up
MacroShares which remain outstanding will receive the net assets of the
Up Trust after the settlement and termination of all outstanding Settlement
Contracts in the same manner as such contracts would be settled and terminated
in connection with any Paired Optional Redemption. The Income Distribution
Agreement will also be terminated on this date, but no settlement obligations
will be due thereunder.




Additional termination events of the Up
Trust consist of(i)
S&P fails to publish the S&P/Case-Shiller Composite-10 Home Price Index
or S&P fails to make the Reference Value of the Index available to the
Paired Trusts for purposes of calculating Underlying Value, in either case, for
three (3) consecutive Index Publication Days, (ii) for three (3) consecutive
Index Publication Days, the S&P/Case-Shiller Composite-10 Home Price Index
level is equal to or below 108.11 or equal to or above 216.23. At and above an
index level of 216.23, the Up Trust would be entitled to 100% of the Down
Trust’s assets under the settlement contracts and at and below an index level of
108.11, the Down Trust would be entitled to 100% of the Up Trust’s assets under
the settlement contracts, (iii)either of the Paired Trusts becomes
required to register as an "investment company" under the Investment Company Act
of 1940, as amended;(iv)either of the Paired Trusts
becomes a commodities pool that is subject to regulation under the Commodity
Exchange Act, as amended,(v) the Up MacroShares and/or the Down MacroShares are delisted by NYSE Arca,(vi) DTC becomes unwilling or unable to act
as depository and no suitable replacement is willing or ableto assume the duties of a depository for
the Paired Trusts,
(vii)the administrative
agent resigns or is unable to perform its duties under one or both trust
agreements of the paired trusts, or becomes bankrupt or insolvent, and no
suitable replacement is willing and able to assume the duties of the
administrative agent under the Trust agreements,(viii)the Depositor elects to terminate the
Paired Trusts 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, (ix)either of the Paired Trustsis adjudged tobebankrupt orinsolventor becomes involved in voluntary or
involuntary insolvency or similar proceedings that are not dismissed within 90
days, (x) the Depositor determines, in its good faith discretion that there is a
material risk that the Up Trust is subject to withholding tax liability, and the
Depositor elects to terminate the Paired Trusts, (xi)either of the Paired Trusts becomes
under-collateralized, as measured on any Distribution Date prior to the making
of any payments or distributions on that Distribution Date and without taking
into account the rights and obligations of the Paired Trusts under the Income
Distribution Agreement and the Settlement Contracts, such that the amount of
cash on deposit in the affected trust is equal to 90% or less of the cash on
deposit in the other trust;(xii)the amount of cash
and treasuries on deposit in the Up Trust or the Down Trust is reduced to less
thanten (10) million
dollars on any business day; and (xiii) the amount of cash and treasuries on
deposit in the Up Trustand/or the Down Trust is less thanfifty
(50) milliondollarsper trust on any business
dayand the Depositor
elects, in its sole discretion, to terminate thePaired Trusts.Therefore, because the
Paired Trusts currently do not each hold cash and U.S. government securities in
an amount equal to at least fifty (50) million dollars, the Depositor has
the right, for so long as such fifty (50) million dollar threshold has not
been received, and maintained, to terminate the Paired Trusts. However, the
Depositor currently has no intention of terminating the Paired
Trusts.


15
  MacroSharesMajor Metro HousingUpTrust
 NOTES TO THEUNAUDITEDFINANCIAL STATEMENTS
(Continued)
 as ofOctober 31, 2009


In the case of each of these termination
events, including the event described in clause (xi) above, but excluding the event
described in clauses(i), (ii), and (ix)above, the Settlement Contracts would
settle on the next Distribution Date on the basis of theReference Value of the Indexon the last Price Determination Date
preceding that Distribution Date, which may be different from theReference Value of the Indexat the time when the termination event
occurred.In the case of the termination trigger
described in clause (i) and
(ii)above,related to the unavailability of the
S&P/Case-Shiller Composite-10 Home Price Index or the rise of the Reference
Value of the Index to or above 216.23 or to or below 108.11, the Early
Termination Date will not occur until the Distribution Date that follows the
third consecutive Index Publication Day on which any of these circumstances have
persisted. In the case of clause (ix) related to the bankruptcy of either of the
Paired Trusts, the Early Termination Date will not occur until the Distribution
Date that follows the ninetieth day after the date on which either of the paired
Trusts have been adjudged to be bankrupt or insolvent or on which they become
involved in voluntary or involuntary insolvency or similar
proceedings.




Note J:Other




The UpTrust has evaluated events
occuring subsequent to October 31, 2009 and through December 15, 2009, the date
its financial statements were issued.




16




Item 2.
            Management's Discussion and
      Analysis of Financial Condition and Results of
      Operations




The following discussion and analysis
should be read in conjunction with the financial statements and accompanying
notes filed as part of this report.




INTRODUCTION




Overview of the Trust’s
Structure




The assets of the Up Trust consist of an
income distribution agreement and settlement contracts entered into with the
Down Trust. The Up Trust will also hold cash, U.S. Treasuries and repurchase
agreements on U.S. Treasuries to secure its obligations under the income
distribution agreement and the settlement contracts. The Up Trust will make
quarterly distributions of its net investment incomewhen the income of the Trust exceeds
the Trust’s expenses,and a
final distribution of all assets it holds on deposit on the final scheduled
termination date, an early termination date or a redemption date. Each quarterly
and final distribution will take into consideration themost recently published
valueoftheS&P/Case-Shiller Composite-10 Home
Price Index(“Reference
Value of the Index”), as
established and reported by Standard & Poor’seachindex publication day.The starting level for the Reference
Price of the Indexwas162.17.The obligations under the settlement
contractsare leveraged by
a factor of three andon
the final scheduled termination date, an early termination date or a redemption
date are determined based on theReference Price of the Index on thelast precedingindex publication dayand thepercentage change of suchvaluefrom the starting
level.




The Up Trustintends todistribute quarterly to its shareholders
the income from government securities and overnight repurchase agreements
(“Treasuries”) it holds on deposit during such quarter less the fee deduction
amount, plus or minus, in accordance with the income distribution agreement, the
amount received from or paid to, as applicable, the Down Trust.Final distributions are made to
shareholders on the earlier of the final scheduled termination date or an early
termination date.




EffectiveJune 30, 2009, the Up MacroShares have traded
on theNYSE
Arcaunder the symbol
"UMM."




At October 31, 2009, the fee
deduction amount was in excess of the income earned by the Up Trust. There has
been and continues to be a significant reduction in yields available on
Treasuries as investors have fled to the perceived safety of U.S. Treasury
securities during the current economic crisis.




Daily Reporting




State Street Bank and Trust Co., as
Trustee, calculates the Underlying Value of the Up Trust and the Per Share
Underlying Value of one Up MacroShare for each calendar day.At the close of each business day, the
Trustee will perform these calculations (1) for that business day or, (2) if
that business day is followed by one or more intervening non-business days, for
the last calendar day preceding the next business day, and it will provide the
calculations to the Administrative Agent for posting on the website maintained
by the Administrative Agent athttp://www.macromarkets.comnot later than one hour prior to the
commencement of trading on NYSE Arca on the next business day that follows the
day of calculation.The Administrative Agent will also
calculate and post on its website, not later than one hour prior to the
commencement of trading on NYSE Arca on each business day, the premium or
discount of the midpoint of the bid/offer price spread for one Up MacroShare at
the close of the preceding trading day over or to the proportionate underlying
value of one Up MacroShare on that day.The Trustee will base its calculations
for each business day on the Reference Value of the Index for that business
daywhich will be
communicated to it by the Administrative Agent.




The following table sets forth, for the
period indicated, the high and low market price per share for the Up
MacroShares.




Three Months Ended
      October 31, 2009
            High
            
            LowSecondQuarter (beginningAugust 1, 2009)
            $28.13
            
            $20.86First Quarter (beginning May 1,
      2009)
            26.98
            
            13.00





17




Per-Share Underlying Value
ofMacroSharesTrust Shares Relative to
theReferenceValue of the Index and the Market Price




Tracking
UMM,
DMM, and theS&P/Case-Shiller Composite-10 Home Price Index(“Benchmark”).




The Paired Trusts seek to passively hold
a portfolio of Treasuries and overnight repurchase agreements (“Treasuries”) and
derivative agreements such that changes in the daily underlying value, on a
dollar basis, closely track changes in theS&P/Case-Shiller Composite-10 Home
Price Index (“Benchmark”).The Up MacroShares (“UMM”) seek to
deliverthree timesthecumulativepositive performance of the Benchmark,
and Down MacroShares (“DMM”) seek to deliverthree timesthecumulativeinverse performance of the Benchmark
against thestarting
level in the Reference Value of the Index of 162.17, which is the
value published on February 24, 2009.Thereis no active management of futures
contracts or any other derivative contract in any component of the
returns.




The Treasury portfolio must mature to
cash prior to the quarterly distribution date.The daily change in the underlying value
is equal to the current Reference Value of the Index plus accrued net income
from the Treasuries. The value of the Benchmark on any index publication date
reflects home prices measured during the second, third, and fourth calendar
months preceding the month in which that index publication date
occurs.An index publication date is the
business day in each calendar month on which S&P publishes the value of the
S&P/Case-Shiller Composite-10 Home Price Index.S&P publishes this value on the last
Tuesday of each calendar month, or if that day is not a business day, on the
next succeeding business day, at 9:00 AM New York City time.




To demonstrate the performance impact of
apositivechange in the Reference Value of the
Index, if the change in the benchmark is equal to 2.1624 index
points,UMM’s underlying value is expected to
increase $1 plus the interest earned on the Treasuries less
expenses.However, this 2.1624:1 relationship
between changes in theReference Value of the Index and the Per
Share Underlying Value of an Up MacroShare will hold only so long as the amount
of cash and treasuries in the Up Trust (not taking into account treasury income)
is equal to the Aggregate Par Amount of all outstanding MacroShares.If this is no longer the case because
the fees and expenses of the Up Trust exceed its treasury income (as was the
case atOctober
31, 2009) during one or
more Calculation Periods, a specified change in the Reference Value of the Index
will still result in the samepercentage change in the Per Share Underlying
Value, but not the same dollar amount, because each MacroShare will represent,
in effect, a smaller investment in housing.A portion of the net income, if any, on
the Treasuries will be also allocated to UMM from the DMM trust when the
Benchmark value isabove 162.17. Likewise, the underlying
value of DMM, as defined within the prospectus, is expected to reflect a decline
in value, equal to $1 and the portion of the net income, if any, earned on the
Treasuries allocable to UMM.




MacroShares do not and can not change
the underlying market dynamics of the benchmark. Therefore,market perceptions of the direction of
future home prices at the scheduled Trust termination date of November 25,
2014 measured against the current reference value ofthe S&P/Case-Shiller Composite-10
Home Price Index may be reflected in the performance of UMM and DMM in the form
of premiums and discountsto Underlying Value.The expectation of higher
pricesinto the futurereflects the willingness of investors to
buy at a higher price today for performance they expect to receive at a future
date.The expectation of lower prices in the
futurethan reflected by
the current Reference Value of the Indexmay result in UMM shares trading at a discount
to Underlying Value and DMM trading at a premium to Underlying
Value.In addition, as the
benchmark Indexvaluemoves from the Starting Level, the
maximum potential of UMM and DMM for future appreciation and depreciation will
change accordingly.If the benchmark Indexvaluerises above the Starting Level, UMM's
maximum potential future appreciation will decline, and maximum potential future
depreciation will increase, in proportion to the increase in the benchmark Indexvalue before the
application of the leverage factor.The change in the potential for future
appreciation and depreciation may be an additional factor that could result in
the future market prices of UMM and DMM reflecting a premium or a discount to
underlying value, and the magnitude of the impact on the premium or discount may
vary with the magnitude of the difference between the benchmark Index price and
the Starting Level.




The paired nature of the MacroShares’
creation and redemption process indicates that, effective with the commencement
of trading onJune 30, 2009, if the Up MacroShares are
trading at a premium, the Down MacroShares should trade at a discount in order
to preserve the combined underlying value of the paired shares and the
creation/redemption relationship to each other. Likewise, if the Up MacroShares
are trading at a discount, the Down MacroShares must trade at a premium in order
to preserve the combined underlying value and the creation/redemption
relationship to each other.




18




Potential investors in MacroShares
should understand that MacroShares are a relatively new class of products and
that the performance attributes of the benchmark asset’s marketare expected tobe reflected in the performance of the
passively managed MacroShares.




Explanation of Implied Home Price
Appreciation (HPA)





Prospective investors, when determining
whether or not to purchase MacroShares Major Metro HousingUp or Down MacroShares, should consider the implied home price
appreciation (HPA) implicit in the securities' secondary market prices.  In
order to accurately calculate Implied HPA,we believeone must do so in terms of
UpMacroShares.  For example, if UMM's price
is $23, one can deduce that the market expects the Reference Value of the Index
to be approximately 157.85upon
maturity.





((($23 / $25 - 1) / 3) + 1) * 162.17 =
157.85





(((UMM Market Price / Par Value - 1) /
3) + 1) * Starting Reference Value of the Index





The Implied HPA, therefore, is
-2.66%, or (157.85 / 162.17 -
1).





In a perfectly efficient market, DMM's
market price will imply the same Reference Index level upon maturity, though the
calculation must be first translated into UMM Underlying Value($50 minus DMM's
price).





(((($50 - $27) / $25 - 1) / 3) + 1) *
162.17





(((($50 - DMM Market Price) / Par Value
- 1) / 3) + 1) * Starting Reference Value of the Index





This arithmetic, while simplified by
withholding consideration of past or future trust expenses and income generated
from trust collateral, is how an investor should determine whether or not the
market's valuation of the shares is appropriate and/or attractive consideringhis or herinvestment objectives.  Since both
UMM and DMM investors must consider the market's Implied HPA, which can only be
determined correctly in terms of UMM Underlying Value, fair value should always
be based on UMM regardless of trading volumes.







The quarter opened with UMM trading well
above its Underlying Value; on August 4th, the second trading day of the quarter,
UMM closed at its highest premium to Underlying Value, +37.44%.  In
addition to other surprisingly bullish housing market indicators, the
S&P/Case-Shiller Composite-10 Home Price Index had risen for the first time
in 3 years in the report released by Standard and Poor’s the prior week.  This
newfound optimism in the forward housing market reached an apex on August
26th, when UMM hit its all-time high of
$28.13, closing the day at $27.67.  Like July, the month of August
featured various housing data series showing a continued positive
outlook.  Housing Starts, Existing Home Sales, and New Home Sales all
met or beatmany
economist’sexpectations in
August.  Future home price sentiment remained moderately bullish for
theremainder of thequarter, as the
S&P/Case-Shiller Composite-10Home Price Indexrose for the fourth-consecutivemonthin October, gaining approximately 5%
from the lows set in the June index release.  Since home prices are
subject to seasonal effects, many in the marketplace believe that the positive
housing numbers were, at least in part, the result of the summer buying
season.  With the fall and winter months ahead, UMM slowly sold off
from its August highs, closing at $23.06 on October 30th.  See Exhibit
A.





19





Exhibit A









DMM, conversely, hit its quarterly low
on August 26th($21.29 intraday), trading at a
discount to its Underlying Value for the entire quarter.  DMM’s
closing priceof
$22.50on August
4th,reflecteda 24.95% discountto Underlying Value – the deepest
discount to Underlying Value based on closing prices during the
quarter. As the market
continued to “sell the news”, thereby doubting the sustainability of continued
home price increases, DMM – where investors seek to benefit from further
declines in home prices – crept up from its lows, closing the quarterat $26.01 -close to its Underlying Value
($26.44, a 1.63% discount to UnderlyingValue).   See Exhibit
B.




20




Exhibit B




The market’s perception of Implied HPA
dictates these movements in UMM and DMM prices relative to their respective
Underlying Values.  At the beginning of the quarter, the forward home
price market pushed higher as more good news kept hitting the
market.  Over time, the exuberance of a strong housing recovery faded;
UMM’s premium and DMM’s discount converged as the forward home price market
pulled back.  By the end of October, MacroShares investors were
calling for home prices to remain virtually flat at maturity (November 2014).
See Exhibit C.





Exhibit C




21


Results of
Operations




OnJune 29, 2009, theUp Trustissued400,000 shares to the initial authorized
purchaser, Kellogg Group
LLC. Such shares were issued at their initial fair value of $15.00 per share and
aggregated $6,000,000.   At October 31, 2009, the equity
attributable to Up Trust shares at fair value approximated
$9,916,000.




The Trust earned approximately
$4,000 of investment income during the three
months ended October 31, 2009 due to extremely low interest yields on its
Treasuries. During the same three month period total operating expenses
aggregated approximately $168,000, resulting in a net investment loss
for the period of approximately $164,000.  The current small asset
base in the Up Trust has resulted in investors bearing a significant expense
ratio. For the three month period ended October 31, 2009, the effective
annualized expense ratio to average daily underlying values was 6.70%. Actual
periodic expense ratios borne by investors are significantly influenced by the
size of the Trust’s underlying value.




For the purpose of financial reporting,
the settlement contracts and income distribution agreement constitute derivative
contracts.Accordingly, these derivative contracts
are recorded in the financial statements at fair value, as determined by the
Administrative Agent.As there is no market for these
derivative contracts, and no such market is expected to develop, the
Administrative Agent determines the fair value of these derivative contracts by
reference to various inputs.These inputs include the contractual
amount due to or from the Down Trust, applicable market indices, and the prices
of transactions in Up MacroShares on theNYSE Arca.Fair Valuation of the derivative
contracts created in connection with the Paired Issuance of Up Trust and Down
Trust Shares to the initial authorized participant on June 29, 2009 (prior
to the commencement of trading on the NYSE Arca), and the initial post launch
Paired Issuance on July 1, 2009, was determined by the Administrative Agent
based on its expectation of the range of expected market prices in the period
following the launch of the Paired Trusts. With the commencement of the public
trading of the Paired Trust Shares, and commencing with the first full week of
trading and throughout the remainder of the period ended October 31, 2009,the Administrative Agent
determined, based upon various inputs the most significant of which was
transactions for the Up TrustShares in the open market, that fair
valuation for these derivative contracts was more appropriately based uponprices of transactions in
Up Trust Shares and Down Trust Shares.




At the beginning of the quarter, the Up
Trust equity was $11,412,000.  The equity of the Up Trust
was  decreased by approximately $339,400 in net Authorized Participant
activity comprised of an increase of $1,582,000 due to share creations, reduced
by $1,921,400 attributable to share redemptions.  The Up Trust share
redemptions resulted in the recognition of approximately $752,600 in net
realized gains on the settlement contracts associated with the Up Trust share
redemptions.  Authorized Participant activity during the quarter
resulted in a net 20,000 share decrease in Up Trust shares resulting in 430,000
Up Trust shares outstanding at October 31, 2009.  As UMM share market
prices declined steadily throughout the quarter, as reflected by a steady
reduction in the premium of UMM market prices over Underlying Value, the Up
Trust recognized a decrease in unrealized appreciation of the settlement
contracts and income distribution agreement of approximately
$1,745,200.  From the resultant $10,080,000 in Up Trust equity, the
net investment loss of approximately $164,000 is deducted, which resulted in
shareholders’ equity of approximately $9,916,000 at October 31, 2009. The
net realized and unrealized loss on the settlement contracts was the result of
declining UMM share market prices throughout the quarter even though the three
month period experienced increasing Reference Values of the Index, which rose
from 151.00 at July 31, 2009 to 157.93 at October 31, 2009. This increase in the
Reference Value of the Index was represented by monthly increases in August,
September, and October - the first string of four (including July) monthly
increases in over three years and coincided with a shift in investor sentiment
about the future direction of home prices to a more positive
view.  However, we noted that as the quarter concluded, this shift in
investor sentiment became somewhat muted as the market prices of UMM shares
steadily declined during the quarter.  Furthermore, UMM shares traded
at a premium to Underlying Value throughout the quarter, but by October 31, 2009
the premium had steadily declined to 2.04% over Underlying Value after having
traded at a premium to Underlying Value as high as 37.44% to Underlying Value in
early August 2009.




During the period from June 29,
2009 (commencement of operations) to October 31, 2009, 540,000 shares (54 units, each unit consisting of10,000 shares)werecreated and110,000 shares (11units)were redeemedduring the period.During the three month period ended
October 31, 2009, 60,000
shares (6 units) were created and 80,000 shares (8units) were
redeemed.




Liquidity




To the extent of management's knowledge,
there are no trends or demands, commitments, events, or uncertainties that will
result in, or that that are reasonably likely to result in, the Up Trust's
liquidity increasing or decreasing in any material way.The main obligations of each of the Up
Trust and Down Trust are its obligations, if any, pursuant to the Income
Distribution Agreement and Settlement Contracts.The Up Trust and Down Trust hold U.S.
Treasuries and repurchase agreements on U.S. Treasuries to secure each of its
obligations under the Income Distribution Agreement and the Settlement
Contracts.




22




Cash Flows From
Operations




For
      the Period
              from
      June 29,
              2009
              (commencement
              of operations)
              toOctober31,
              2009
              (unaudited)Cash flows from operating
      activities:Netincome
            
            $
            3,694,900Adjustments to reconcile netincometo net cash
              used inoperating activities:Net unrealized appreciation on
      settlement contracts and
              income distribution
      agreement
            
            
            (3,048,194
            )Settlement payments received in
      excess of realized gains on     settlement contracts and
      income distribution agreement
            
            
            (1,310,929
            )Increase in operating assets
      andliabilities:Interest
      receivable
            
            
            (1
            )Operating expenses
      payable
            
            
            138,143Net cashused inoperations
            
            
            (526,081
            )Cash flows from financing
      activities:Contributions
            
            
            13,484,860Redemptions
            
            
            (2,278,170
            )Net cash provided by financing
      activities
            
            
            11,206,690Net increase in cash and cash
      equivalents
            
            
            10,680,609Cash and cash equivalents,
      beginning of period
            
            
            1,000Cash and cash equivalents, end of
      period
            
            $
            10,681,609








23




As a result, the per share value onOctober 31,2009, for financial reporting purposes,
based upon the fairvaluation determination by the
Administrative Agent, was$23.06. The per share Underlying Value for the
same day was $22.60.The Administrative Agent will continue to
evaluate the fair value of these derivative contracts for each financial
reporting period.




Off-Balance Sheet
Arrangements




The Up Trust is not a party to any
off-balance sheet arrangements, except for the Income Distribution Agreement and
Settlement Contracts.




Item 3.
            Quantitative and Qualitative
      Disclosures about MarketRisk




The Trust Agreement does not authorize
the trustee to borrow for payment of the Up Trust’s ordinary
expenses.The Up Trust does not engage in
transactions in foreign currencies which could expose it or any of its
shareholders to any foreign currency related risk.The Up Trust does not invest in any
derivative financial instruments (other than the income distribution agreement
and the settlement contracts) and has no foreign operations or long-term debt
obligations.




Item 4.
            Controls and
      Procedures




The Depositor maintains disclosure
controls and procedures that are designed to ensure that information required to
be disclosed in the Up Trust's Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms, and that such information is accumulated
and communicated to the Chief Executive Officer and the Chief Financial Officer
of the Depositor, and to the audit committee of MacroMarkets LLC which have been
authorized by its Board to oversee the financial reporting of the Up Trust to
allow timely decisions regarding required disclosure.




Under the supervision and with the
participation of the Chief Executive Officer and the Chief Financial Officer of
the Depositor, the Depositor conducted an evaluation of the Up Trust's
disclosure controls and procedures, as defined under Exchange ActRule13a-15(e).Based on this evaluation, the Chief
Executive Officer and the Chief Financial Officer of the Depositor concluded
that, as ofOctober31, 2009, the Up Trust's disclosure
controls and procedures were effective.




There was no change in the Up Trust’s
internal controls over financial reporting that occurred during the Up Trust's
most recently completed fiscal period endedOctober31, 2009 that has materially affected,
or is reasonably likely to materially affect, these internal
controls.




24




PART II
            OTHER
      INFORMATION




Item 1.
            Legal
      Proceedings




None.




Item 1A.
            Risk
  Factors




During the past two years, treasury
rates have been at relatively low levels compared to historical rate levels over
the past two decades. Further decreases in these rates have occurred as a result
of the large-scale policies and programs recently adopted by the U.S. federal
government, the goal of which was to support and stimulate capital market
activity. These policies have included a series of coordinated actions by the
U.S. Treasury and the Federal Reserve designed to alleviate currently severe
credit market dislocations by injecting liquidity into the financial system. The
impacts to date of these monetary policies and government interventions have
included decreases in short-term interest rates to historically low levels. More
notable, the current economic crisis has resulted in a huge increase in global
demand for dollar-denominated, short-term, high-credit quality assets such as
U.S. treasuries, which has caused the yield on such assets to decrease
significantly. The current economic conditions and some of the government
policies aimed at alleviating them may cause prevailing interest rates to remain
low for an extended period of time; if this occurs, less income will be
available to cover the fee deduction amount and, as a result, little or no
quarterly distributions will be made by the Up Trust on the Up MacroShares, and
the per share underlying value of your Up MacroShares will be reduced by the
amount of the Up Trust’s assets (in excess of its treasury income) that need to
be applied to pay such fees and expenses in full.




Item 2.
            Unregistered Sales of Equity
      Securities and Use of
Proceeds




The Up MacroShares are offered on a
continuous basis pursuant to the Up Trust registration statement (RegistrationNo.333-151522-01).The proceeds from the sale of the Up
MacroShares will be invested, on each Distribution Date, in U.S. government
securities that are scheduled to mature not later than the immediately following
Distribution Date and over-night repurchase agreements fully collateralized by
U.S. government securities.




The information contained in Part I,
Item 2 under Review of Financial Results, Results of Operations, is hereby
incorporated by reference.




Dividends




Not Applicable




Issuer Purchase of Equity
Securities




The Up Trust does not purchase shares
directly from its shareholders.However, as part of Paired Optional
Redemptions by Authorized Participants of MacroShares Units consisting of 10,000
Up MacroShares and 10,000 Down MacroShares redeemed, respectively, the Up
MacroShares may be redeemed in units of 10,000 shares.FromJuly15, 2008 (date of Up Trust initial
capitalization) toJune29, 2009 there were no redemptions other
than the redemption of Founders’ Shares onJune29, 2009 upon the purchase of Up
MacroShares by the initial Authorized Participant.During the period fromJune30, 2009 (commencement of public trading
in Up MacroShares) toOctober31,2009, 11 units (110,000
shares) were
redeemed.




Item 3.
            Defaults Upon Senior
      Securities




None.




Item 4.
            Submission of Matters to a Vote of
      Security Holders




None.




Item 5.
            Other
      Information




None.




25




Item 6.
            Exhibits




Exhibit
              Number
            
            Description—
            
            MacroShares Major Metro Housing Up
      Trust prospectus,datedas ofJune26,2009*31.1
            
            Certification Pursuant toSection302(a) of the Sarbanes-Oxley Act
      of 200231.2
            
            Certification Pursuant toSection302(a) of the Sarbanes-Oxley Act
      of 200232.1
            
            Certification Pursuant toSection1350 of the Sarbanes-Oxley Act of
      200232.2
            
            Certification Pursuant toSection1350 of the Sarbanes-Oxley Act of
      2002




———————




*
            Denotes a document that was
      previously filed as part of the Registration Statement of the MacroSharesMajor Metro Housing
      Up Trust, FileNo.333-151522-01.




26




SIGNATURES




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




MACROSHARES HOUSINGDEPOSITOR,
      LLC,
              Depositor for theMacroShares Major Metro
      Housing
              Up TrustBy:
            /s/SamuelMasucciSamuel Masucci,
      III
              Chief Executive Officer of
      Depositor,
              on behalf of
      RegistrantBy:
            /s/JohnA.
      FlanaganJohn A.
      Flanagan
              Chief Financial Officer of
      Depositor,
              on behalf of
      Registrant




Date:December 15, 2009