United States Securities and Exchange Commission Edgar Filing


EXHIBIT 4.4.2




(Multicurrency—Cross Border)




SCHEDULE

to the

2002 ISDA Master Agreement




dated as of June 29, 2009




between




MacroShares Major Metro Housing Up Trust ("Party A")




and




MacroShares Major Metro Housing Down Trust ("Party B")







Part 1




Termination Provisions




(a)

"Specified Entity" means: Not Applicable




(b)

"Specified Transaction" shall have the meaning specified in Section 14 of this Agreement.




(c)

Events of Default and Termination Events.  The following Events of Default and Termination Events shall apply to Party A and Party B  as set forth below:




			
	


Event of Default/Termination Event

	Applies to

Party A

	Applies to

Party B


	Section 5(a)(i)  Payment Default

	No

	No


	Section 5(a)(ii)  Breach of Agreement

	No

	No


	Section 5(a)(iii)  Credit Support Default

	No

	No


	Section 5(a)(iv)  Misrepresentation

	No

	No


	Section 5(a)(v) Default Under Specified Transaction

	Yes

	Yes


	Section 5(a)(vi)  Cross Default

	No

	No


	Section 5(a)(vii)  Bankruptcy

	Yes

	Yes


	Section 5(a)(viii)  Merger Without Assumption

	No

	No


	Section 5(b)(i)  Illegality

	Yes

	Yes


	Section 5(b)(ii)  Tax Event

	No

	No


	Section 5(b)(iii)  Tax Event Upon Merger

	No

	No


	Section 5(b)(iv)  Credit Event Upon Merger

	No

	No


	Section 5(b)(v)  Additional Termination Events

	No

	No







(d) 

The "Automatic Early Termination" provision of Section 6(a) will not apply to Party A and will not apply to Party B.

















(e)

Payments on Early Termination.  Notwithstanding the provisions of Section 6 of the Master Agreement, no Event of Default or Termination Event shall entitle either party to designate an Early Termination Date under any Transaction hereunder, and all Transactions shall continue in accordance with their terms following any Event of Default or Termination Event.

(f)

"Termination Currency" means U.S. dollars.

(g)

Additional Termination Event.  No "Additional Termination Events" will apply for purposes of Section 5(b)(v).

(h)

Termination Payments.  Any payment or payments due upon the early termination of this Agreement or any Transaction hereunder shall be payable on the Early Termination Date.

Part 2

Tax Representations

(a)

Payer Tax Representations.  For the purposes of Section 3(e) of this Agreement, Party A and Party B will each make the following representations to the other: 

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, each party may rely on: 

(i)

The accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement;

(ii)

The satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and

(iii)

The satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement,

provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)

Payee Tax Representations.  

(i)

For the purposes of Section 3(f) of this Agreement, Party A makes the following representations to Party B.

It is a partnership for U.S. tax purposes.

(ii)

For the purposes of Section 3(f) of this Agreement, Party B makes the following representations to Party A.

It is a partnership for U.S. tax purposes.






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Part 3




Documents to be delivered




(a)

For the purpose of Sections 4(a)(i) of this Agreement, each party agrees to deliver the following documents, as applicable:




					
	 
	Party required 

to deliver 

documents

	Form/Document/Certificate

	Date by which to be delivered

	 

	 
	 
	 
	 
	 

	 
	Party A and 

Party B 

	An executed United States Service 

Form W-9 (or successor thereto).

	(i) Upon execution and delivery of this 

Agreement; (ii) promptly upon 

reasonable demand by the other party; 

and (iii) promptly upon learning that 

any Form W-9 (or any successor 

thereto) has become obsolete or 

incorrect.

	 






(b)

For the purposes of Section 4(a)(ii), the other documents to be delivered are as follows, which shall be covered by the representation in Section 3(d) of the Agreement if specified:




					
	 
	Party required 

to deliver 

documents

	Form/Document/Certificate

	Date by which to 

be delivered

	Section 3(d) 

representation


	 
	 
	 
	 
	 

	 
	Party A and 

Party B 

	Any documents required by the 

receiving party to evidence the authority 

of the delivering party for it to execute 

and deliver this Agreement, the 

Confirmation to which it is a party, and 

to evidence the authority of the 

delivering party to perform its 

obligations under this Agreement and 

the Confirmation.

	Upon execution 

and delivery of this 

Agreement and 

applicable Confirmation.

	Applicable.


	 
	Party 

A/Party B

	Legal opinions satisfactory to the other 

party. 

	Upon execution 

and delivery of this 

Agreement.

	Not Applicable.







Part 4




Miscellaneous




(a)

Address for Notices. For the purpose of Section 12(a) of this Agreement, the addresses for notices and communications to Party A and Party B shall be as follows:






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TO PARTY A:




MacroShares Major Metro Housing Up Trust

c/o State Street Bank and Trust Company, N.A.

Two World Financial Center

225 Liberty Street

New York, New York 10281

Attention:  James Casey

Facsimile:  (617) 988-9556 and (617) 451-4704




TO PARTY B:




MacroShares Major Metro Housing Down Trust

c/o State Street Bank and Trust Company, N.A.

Two World Financial Center

225 Liberty Street

New York, New York 10281

Attention:  James Casey

Facsimile:  (617) 988-9556 and (617) 451-4704




(b)

Process Agent. For the purpose of Section 13(c) of this Agreement:




Party A appoints as its Process Agent:

Not applicable.




Party B appoints as its Process Agent:

Not applicable.




(c)

Offices.  The provisions of Section 10(a) will apply to this Agreement.




(d)

Multibranch Party.  For purpose of Section 10(c) of this Agreement:




(i) 

Party A is not a Multibranch Party.




(ii) 

Party B is not a Multibranch Party.




(e)

The Calculation Agent  for any Transaction shall be as set forth in the confirmation for such Transaction.




(f)

Credit Support Document. Details of any Credit Support Document: 




With respect to Party A:  None.




With respect to Party B:  None.




(g)

Credit Support Provider.  Credit Support Provider means in relation to Party A and Party B: Not applicable.






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(h)

Governing Law:  This Agreement shall be governed by and construed in accordance with New York law.

(i)

Netting of Payments.  Subparagraph (ii) of Section 2(c) of this Agreement will apply all Transactions under this Agreement, so that payments due under different Transactions will NOT be netted against each other pursuant to Section 2(c).  

(j)

"Affiliate" shall have the meaning specified in Section 14 of this Agreement.  

Part 5

Other Provisions

1.

Representations

Each party will be deemed to represent to the other party on the date that it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

(i)

Non-Reliance.  It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary.  It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered to be investment advice or a recommendation to enter into that Transaction.  No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(ii)

Assessment and Understanding.  It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and risks of that Transaction.  It is also capable of assuming, and assumes, the risks of that Transaction.

(iii)

Status of Parties.  The other party is not acting as a fiduciary for or adviser to it in respect of that Transaction.

2.

Withholding Tax

Notwithstanding Section 2(d) of the Agreement, neither party shall be required to pay any additional amounts in respect of an Indemnifiable Tax or be under any obligation to pay any amount to the other party in respect of any liability for or on account of any Indemnifiable Tax. 

3.

Definitions

Capitalized terms not defined under this Agreement shall have the definitions ascribed to them in the MacroShares Major Metro Housing Down Trust Agreement (the "Down Trust Agreement") or the MacroShares Major Metro Housing Up Trust Agreement (the "Up Trust Agreement"), each dated as of June 29, 2009, and each entered into among MacroShares Housing Depositor, LLC, as Depositor, State Street Bank and Trust Company, N.A., as Trustee, MacroMarkets LLC, as Administrative Agent, and Macro Financial, LLC as a Marketing Agent.






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4.

Confirmation regarding Limitation of Trustee Liability




It is understood and agreed that the Trustee shall not be personally liable or otherwise liable for an error of judgment or with respect to any action taken, suffered or omitted by it in good faith except as expressly set forth in the Down Trust Agreement or Up Trust Agreement, as applicable, and that any creditor of Party A or Party B or any other party asserting any claim relating to Party A or Party B, other than a claim that the Trustee has acted with gross negligence, was grossly negligent in failing to act, acted with bad faith or reckless disregard of its duties hereunder or engaged in willful misconduct, shall look solely to the assets of Party A or Party B, as applicable, and shall not look to the Trustee to satisfy such claims.









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	MacroShares Major Metro Housing Up Trust

	 
	MacroShares Major Metro Housing Down Trust


	 
	 
	 
	 
	 

	By:

	State Street Bank and Trust Company, N.A., 

	 
	By: 

	State Street Bank and Trust Company, N.A.,


	 
	not in its individual capacity 

	 
	 
	not in its individual capacity 


	 
	but solely as Up Trustee

	 
	 
	but solely as Down Trustee


	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	By:

	/s/ James Newland

	 
	By:

	/s/ James Newland


	 
	Name: James Newland

	 
	 
	Name: James Newland


	 
	Title:   Vice President

	 
	 
	Title:  Vice President


	 
	Date:   June 29, 2009

	 
	 
	 Date:   June 29, 2009












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