Unassociated Document


    EXHIBIT
      4.1.2


    
      

      
    


    MACRO
      SECURITIES DEPOSITOR, LLC,

    as
      Depositor,

     

    STATE
      STREET BANK AND TRUST COMPANY

    (as
      successor to Investors Bank & Trust Company),

    as
      Trustee,

     

    MACROMARKETS
      LLC,

    as
      the
      Administrative Agent

     

    and

     

    MACRO
      FINANCIAL, LLC,

    as
      the
      Marketing Agent

     

    THIRD
      AMENDED AND RESTATED MACROSHARES 

    OIL
      DOWN
      HOLDING TRUST AGREEMENT


    


    
      

      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

     

    Page

    
      	 
	
              ARTICLE
                1

            
	 
	
              DEFINITIONS

            
	 
	
              Section
                1.1

            	
              Definitions

            	
              2

            
	
              Section
                1.2

            	
              Other
                Definitional Provisions

            	
              21

            
	 
	
              ARTICLE
                2

            
	 
	
              FORM
                OF THE CERTIFICATES;

            
	
              DELIVERY
                and REGISTRATION OF TRANSFER

            
	
              OF
                DOWN-MACRO HOLDING SHARES

            
	 
	
              Section
                2.1

            	
              Redemption
                of Founders' Shares

            	
              22

            
	
              Section
                2.2

            	
              Acceptance
                by Trustee

            	
              22

            
	
              Section
                2.3

            	
              Limited
                Purpose of the Down-MACRO Holding Trust

            	
              23

            
	
              Section
                2.4

            	
              Representations
                and Warranties of the Depositor

            	
              23

            
	
              Section
                2.5

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

            	
              25

            
	 
	
              ARTICLE
                3

            
	 
	
              APPOINTMENT
                OF THE TRUSTEE, 

            
	
              ADMINISTRATIVE
                AGENT AND MARKETING AGENT;

            
	
              ESTABLISHMENT
                OF ACCOUNTS

            
	 
	
              Section
                3.1

            	
              Acceptance
                of Appointment and Matters Relating to the Trustee

            	
              28

            
	
              Section
                3.2

            	
              Representations,
                Warranties and Covenants of the Trustee

            	
              30

            
	
              Section
                3.3

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

            	
              32

            
	
              Section
                3.4

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

            	
              33

            
	
              Section
                3.5

            	
              Establishment
                of the Securities Account

            	
              36

            
	
              Section
                3.6

            	
              Establishment
                of the Distribution Account

            	
              37

            
	
              Section
                3.7

            	
              Establishment
                of the Netting Account

            	
              38

            
	
              Section
                3.8

            	
              Establishment
                of the Fee Payment Account

            	
              39

            
	 
	
              ARTICLE
                4

            
	 
	
              CALCULATIONS

            
	 
	
              Section
                4.1

            	
              Calculations
                on Price Determination Days

            	
              39

            
	
              Section
                4.2

            	
              Calculation
                of Intraday Indicative Values

            	
              40

            
	
              Section
                4.3

            	
              Calculation
                of Income Distribution Payments and Settlement Payments

            	
              40

            
	 


    


    
      
        
        

      

      
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              ARTICLE
                5

            
	 
	
              DISTRIBUTIONS
                ON THE DOWN-MACRO HOLDING SHARES

            
	 
	
              Section
                5.1

            	
              Rights
                of Holders of the Down-MACRO Holding Shares

            	
              41

            
	
              Section
                5.2

            	
              Priority
                of Payments

            	
              41

            
	
              Section
                5.3

            	
              Payment
                of Expenses

            	
              43

            
	
              Section
                5.4

            	
              Payment
                of Fees

            	
              44

            
	
              Section
                5.5

            	
              Payments
                under the Income Distribution Agreement

            	
              45

            
	
              Section
                5.6

            	
              Payments
                under the Settlement Contracts

            	
              45

            
	 
	
              ARTICLE
                6

            
	 
	
              REDEMPTIONS
                AND ISSUANCES OF HOLDING SHARES; 

            
	
              THE
                ADMINISTRATION AND REINVESTMENT OF THE ELIGIBLE
                TREASURIES

            
	 
	
              Section
                6.1

            	
              Paired
                Optional Redemptions

            	
              46

            
	
              Section
                6.2

            	
              Paired
                Issuances

            	
              48

            
	
              Section
                6.3

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

            	
              49

            
	
              Section
                6.4

            	
              Settlement
                of Redemptions

            	
              50

            
	
              Section
                6.5

            	
              Settlement
                of Issuances

            	
              52

            
	
              Section
                6.6

            	
              Suspension
                or Delay of Settlement

            	
              52

            
	
              Section
                6.7

            	
              The
                Participants Agreement

            	
              53

            
	
              Section
                6.8

            	
              Administration
                of Eligible Treasuries

            	
              53

            
	 
	
              ARTICLE
                7

            
	 
	
              CAPITAL
                ACCOUNTS OF HOLDERS

            
	
              AND
                OPERATION THEREOF; TAX ALLOCATIONS

            
	 	 	 
	
              Section
                7.1

            	
              Capital
                Contributions

            	
              55

            
	
              Section
                7.2

            	
              Capital
                Accounts; Allocations

            	
              55

            
	
              Section
                7.3

            	
              Regulatory
                and Related Allocations

            	
              57

            
	
              Section
                7.4

            	
              Transfer
                of or Change in Down-MACRO Holding Shares

            	
              58

            
	
              Section
                7.5

            	
              Tax
                Allocations

            	
              58

            
	
              Section
                7.6

            	
              Determination
                of Certain Matters

            	
              60

            
	
              Section
                7.7

            	
              No
                Deficit Makeup

            	
              60

            
	
              Section
                7.8

            	
              U.S.
                Partnership Tax Treatment

            	
              61

            
	
              Section
                7.9

            	
              Definitions

            	
              61

            
	 
	
              ARTICLE
                8

            
	 
	
              REPORTING

            
	 
	
              Section
                8.1

            	
              Calculations
                for the Down-MACRO Holding Shares

            	
              62

            
	
              Section
                8.2

            	
              Periodic
                Reports

            	
              64

            
	
              Section
                8.3

            	
              Form
                8-K Disclosure

            	
              65

            
	
              Section
                8.4

            	
              Disclosure
                Controls and Procedures

            	
              65

            
	
              Section
                8.5

            	
              Trust
                Accounting Agent Responsibilities

            	
              66

            
	 


    


    
      
        
        

      

      
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              ARTICLE
                9

            
	 
	
              OTHER
                MATTERS RELATING TO THE DEPOSITOR

            
	 
	
              Section
                9.1

            	
              Liability
                of the Depositor

            	
              66

            
	
              Section
                9.2

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

            	
              66

            
	
              Section
                9.3

            	
              Liabilities;
                Indemnification

            	
              66

            
	 
	
              ARTICLE
                10

            
	 
	
              MATTERS
                RELATING TO THE

            
	
              ADMINISTRATIVE
                AGENT AND THE MARKETING AGENT

            
	 	 	 
	
              Section
                10.1

            	
              Role
                of the Administrative Agent

            	
              67

            
	
              Section
                10.2

            	
              Liability
                of the Administrative Agent

            	
              68

            
	
              Section
                10.3

            	
              Limitation
                on Liability of the Administrative Agent

            	
              68

            
	
              Section
                10.4

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

            	
              68

            
	
              Section
                10.5

            	
              Delegation
                of Duties by Administrative Agent; Assignment of Fees

            	
              69

            
	
              Section
                10.6

            	
              Resignation
                or Removal of Administrative Agent

            	
              69

            
	
              Section
                10.7

            	
              Role
                of the Marketing Agent

            	
              70

            
	
              Section
                10.8

            	
              Liability
                of the Marketing Agent

            	
              70

            
	
              Section
                10.9

            	
              Limitation
                on Liability of the Marketing Agent

            	
              70

            
	
              Section
                10.10

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

            	
              70

            
	
              Section
                10.11

            	
              Delegation
                of Duties by Marketing Agent; Assignment of Fees

            	
              71

            
	 
	
              ARTICLE
                11

            
	 
	
              EARLY
                TERMINATION

            
	 
	
              Section
                11.1

            	
              Termination
                Triggers

            	
              72

            
	 
	
              ARTICLE
                12

            
	 
	
              TRUSTEE
                TERMINATION EVENTS

            
	 
	
              Section
                12.1

            	
              Trustee
                Termination Events

            	
              74

            
	
              Section
                12.2

            	
              Force
                Majeure

            	
              75

            
	
              Section
                12.3

            	
              Notification
                to Holders of the Down-MACRO Holding Shares

            	
              75

            
	 
	
              ARTICLE
                13

            
	 
	
              THE
                TRUSTEE

            
	 
	
              Section
                13.1

            	
              Duties
                of Trustee

            	
              75

            
	
              Section
                13.2

            	
              Rights
                of the Trustee

            	
              77

            
	
              Section
                13.3

            	
              Trustee
                Not Liable for Recitals in Down-MACRO Holding Shares

            	
              78

            
	
              Section
                13.4

            	
              Holders
                May Direct Trustee

            	
              78

            
	
              Section
                13.5

            	
              Compensation

            	
              78

            
	
              Section
                13.6

            	
              Indemnification

            	
              78

            


    


    
      
        
        

      

      
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              Section
                13.7

            	
              Eligibility
                Requirements

            	
              79

            
	
              Section
                13.8

            	
              Resignation
                or Removal of Trustee

            	
              79

            
	
              Section
                13.9

            	
              Successor
                Trustee

            	
              80

            
	
              Section
                13.10

            	
              Merger
                or Consolidation

            	
              80

            
	
              Section
                13.11

            	
              Appointment
                of Co-Trustee or Separate Trustee

            	
              80

            
	
              Section
                13.12

            	
              Books,
                Records; Taxes; Audit

            	
              82

            
	
              Section
                13.13

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

            	
              83

            
	
              Section
                13.14

            	
              Suits
                for Enforcement

            	
              83

            
	
              Section
                13.15

            	
              Maintenance
                of Office or Agency

            	
              83

            
	 
	
              ARTICLE
                14

            
	 
	
              TERMINATION

            
	 
	
              Section
                14.1

            	
              Termination
                of Trust

            	
              83

            
	 
	
              ARTICLE
                15

            
	 
	
              MISCELLANEOUS
                PROVISIONS

            
	 
	
              Section
                15.1

            	
              Amendment;
                Waiver of Past Defaults and Termination

            	
              84

            
	
              Section
                15.2

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

            	
              86

            
	
              Section
                15.3

            	
              Prospectus
                Delivery

            	
              86

            
	
              Section
                15.4

            	
              Protection
                of Right, Title and Interest to Trust Assets

            	
              86

            
	
              Section
                15.5

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

            	
              87

            
	
              Section
                15.6

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

            	
              88

            
	
              Section
                15.7

            	
              MACRO
                Licensing Agreement

            	
              88

            
	
              Section
                15.8

            	
              Governing
                Law; Jurisdiction

            	
              89

            
	
              Section
                15.9

            	
              Notices

            	
              89

            
	
              Section
                15.10

            	
              Severability
                of Provisions

            	
              90

            
	
              Section
                15.11

            	
              Down-MACRO
                Holding Shares Nonassessable and Fully Paid

            	
              90

            
	
              Section
                15.12

            	
              Further
                Assurances

            	
              90

            
	
              Section
                15.13

            	
              Non-Petition
                Covenant; No Proceedings

            	
              91

            
	
              Section
                15.14

            	
              No
                Waiver; Cumulative Remedies

            	
              91

            
	
              Section
                15.15

            	
              Counterparts

            	
              91

            
	
              Section
                15.16

            	
              Third-Party
                Beneficiaries

            	
              91

            
	
              Section
                15.17

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

            	
              91

            
	
              Section
                15.18

            	
              Merger
                and Integration

            	
              92

            
	
              Section
                15.19

            	
              Headings

            	
              92

            


    

    



    
      
        
        

      

      
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    EXHIBITS

     

    
      	
              EXHIBIT
                A

            	
              FORM
                OF DOWN-MACRO HOLDING SHARE

            	
              A-1

            
	
              EXHIBIT
                B

            	
              FORM
                OF INCOME DISTRIBUTION AGREEMENT

            	
              
                B-1

              

            
	
              EXHIBIT
                C

            	
              FORM
                OF SETTLEMENT CONTRACT

            	
              
                C-1

              

            
	
              EXHIBIT
                D

            	
              FORM
                OF PARTICIPANTS AGREEMENT

            	
              
                D-1

              

            
	
              EXHIBIT
                E

            	
              FORM
                OF MACRO LICENSING AGREEMENT

            	
              
                E-1

              

            
	
              EXHIBIT
                F

            	
              FORM
                OF NYMEX SUBLICENSING AGREEMENT

            	
              
                F-1

              

            
	
              EXHIBIT
                G

            	
              MARKETING
                AGENT DUTIES

            	
              
                G-1

              

            
	
              EXHIBIT
                H

            	
              AFFILIATED
                PERSON VERIFICATION GUIDELINES

            	
              
                H-1

              

            


    

    




    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    


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

     

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

     

    WHEREAS,
      concurrently with the formation of the Down-MACRO Holding Trust, the Depositor
      and the Trustee also entered into a trust agreement, dated as of November 15,
      2006, pursuant to which a trust was formed under the laws of the State of New
      York which was originally called the "Claymore MACROshares Oil Up Holding Trust"
      (and which was renamed the “MACROshares Oil Up Holding Trust,” and is hereafter
      referred to as the "Up-MACRO
      Holding Trust");
      and

     

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

     

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

     

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

    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
      1

     

    DEFINITIONS

     

    Section
      1.1 Definitions.
      Whenever used in this Trust Agreement, the following words and phrases shall
      have the following meanings, and the definitions of such terms are applicable
      to
      the singular as well as the plural forms of such terms and to the masculine
      as
      well as to the feminine and neuter genders of such terms.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

    "Closing
      Date"
      shall
      mean November 29, 2006. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

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

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


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


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

    "DTC"
      shall
      mean The Depository Trust Company.

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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


     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    "Registration
      Statement"
      means
      the registration statement, file no. 333-135120, dated and filed with the SEC
      on
      November 29, 2006, relating to the Down-MACRO Holding Shares and Down-MACRO
      Tradeable Shares, as amended, supplemented or otherwise modified from time
      to
      time.

     

    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    "Starting
      Level"
      shall
      mean $60.

     

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

     

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

     

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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


     

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

     

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

     

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

     

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

     

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

     

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


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

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

            


    

     

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

     

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


     

    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

    Section
      1.2 Other
      Definitional Provisions.

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

     

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

         

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

        
        

         

        ARTICLE
          2

         

        FORM
          OF THE CERTIFICATES;

        DELIVERY
          AND REGISTRATION OF TRANSFER

        OF
          DOWN-MACRO HOLDING SHARES

         

        Section
          2.1 Redemption
          of Founders' Shares.
          Concurrently with the first Paired Issuance of Paired Holding Shares in
          accordance with the terms of this Trust Agreement and the terms of the
          UP-MACRO
          Holding Trust Agreement, the portion of the Initial Deposit made into the
          Down-MACRO Holding Trust by the Depositor and the Administrative Agent
          shall be
          transferred to each of them in redemption of their respective Founder's
          Shares
          and such Founders' Shares shall thereafter be cancelled and shall not be
          reissued. At no time shall the Initial Deposit be included in the calculation
          of
          the Down-MACRO Asset Amount or any other calculation performed at any time
          pursuant to ARTICLE
          4
          or
ARTICLE
          8
          of this
          Trust Agreement. The Securities Account and the Eligible Treasuries on
          deposit
          therein, from time to time, the Distribution Account, the Fee Payment Account
          and the Netting Account and all monies and any other assets on deposit
          from time
          to time therein, the Down-MACRO Holding Trust's rights under the Master
          Agreement and related schedule thereto, the Income Distribution Agreement,
          the
          Settlement Contracts, the SNIR Service Agreement, the MACRO Licensing Agreement,
          and the NYMEX Sublicensing Agreement (or any Substitute Reference Price
          Licensing Agreement), shall collectively constitute the assets of the Down-MACRO
          Holding Trust (the "Trust
          Assets").

         

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

         

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

        


        
          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          

        

         

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

        
        

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
              23

              
                

              

            

            
              
              

            

          

        

        


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

         

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

         

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

         

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
              24

              
                

              

            

            
              
              

            

          

        

        


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

         

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

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

         

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

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

         

        (e) Registration
          of Transfer; Restrictions on Transfer.

         

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

         

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

         

        


        
          
            
              
              

            

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

         

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

         

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

         

        ARTICLE
          3

         

        APPOINTMENT
          OF THE TRUSTEE, 

        ADMINISTRATIVE
          AGENT AND MARKETING AGENT;

        ESTABLISHMENT
          OF ACCOUNTS

         

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

         

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

         

        


        
          
            
              
              

            

            
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        (b) Subject
          to the limited purposes and functions of the Down-MACRO Holding Trust specified
          in Section
          2.3
          hereof, the Trustee is hereby authorized, instructed and empowered (i)
          to make
          withdrawals and payments or to instruct any paying agent or custodian appointed
          by the Trustee to make withdrawals and payments from the Securities Account,
          the
          Distribution Account, the Fee Payment Account and the Netting Account as
          set
          forth in this Trust Agreement, (ii) to enter into the Income Distribution
          Agreement, the Settlement Contracts, the Participants Agreement, the MACRO
          Licensing Agreement, the NYMEX Sublicensing Agreement and any other agreement
          relating to the powers and purposes of the Down-MACRO Holding Trust, (iii)
          to
          purchase Eligible Treasuries (including entering into Eligible Treasury
          Repurchase Agreements) on behalf of the Down-MACRO Holding Trust at the
          direction of the Administrative Agent, (iv) to make daily, quarterly and
          annual
          calculations on behalf of the Down-MACRO Holding Trust, and (v) to take
          any
          action required or permitted under the Income Distribution Agreement, the
          Settlement Contracts, the Participants Agreement, the MACRO Licensing Agreement
          and the NYMEX Sublicensing Agreement, and any action needed for the daily
          operation of the Down-MACRO Holding Trust. Without limiting the generality
          of
          the foregoing and with the prior written consent of the Depositor, the
          Trustee
          is hereby authorized and empowered to make any filings, reports, notices,
          applications and registrations with, and to seek any consents or authorizations
          from, the SEC and any state securities authority on behalf of the Down-MACRO
          Holding Trust as may be necessary or advisable to comply with any federal
          or
          state securities laws or reporting requirements; provided,
          however,
          that, the Depositor shall make all filings with the SEC and under state
          securities laws on behalf of the Down-MACRO Holding Trust to the extent
          required
          to do so hereby.

         

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

         

        


        
          
            
              
              

            

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

          



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

         

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

         

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

         

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

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

         

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

         

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

         

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

         

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

         

        (m) Maintenance
          of Records and Books of Account.
          The Trustee shall maintain and implement administrative and operating procedures
          (including the ability to recreate records evidencing any transaction entered
          into by the Down-MACRO Holding Trust in the event of the destruction of
          the
          originals thereof), and keep and maintain all documents, books, computer
          records
          and other information, reasonably necessary or advisable. Such documents,
          books
          and computer records shall reflect all facts giving rise to such transactions,
          all payments and credits with respect thereto, and, to the extent required,
          such
          documents, books and computer records shall indicate the interests of the
          Down-MACRO Holding Trust in such transactions.

         

        


        
          
            
              
              

            

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

         

        (a)
          MacroMarkets LLC
          agrees to act as Administrative Agent under this Trust Agreement, as
          administrative agent for the Up-MACRO Holding Trust under the Up-MACRO
          Holding
          Trust Agreement, for the Down-MACRO Tradeable Trust under the Down-MACRO
          Tradeable Trust Agreement, and for the Up-MACRO Tradeable Trust under the
          Up-MACRO Tradeable Trust Agreement. MACRO Financial, LLC agrees to act
          as a
          Marketing Agent under this Trust Agreement, as marketing agent for the
          Up-MACRO
          Holding Trust under the Up-MACRO Holding Trust Agreement, for the Down-MACRO
          Tradeable Trust under the Down-MACRO Tradeable Trust Agreement and for
          the
          Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust
          Agreement.

        


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

         

        (c) The
          Administrative Agent shall comply with and perform its administrative
          obligations (i) with respect to the Eligible Treasuries in accordance with
          Section
          6.1
          and Section
          6.8
          and (ii) set forth in the Down-MACRO Tradeable Trust Agreement and the
          Up-MACRO
          Holding Trust Agreement in accordance with the terms of each such agreement
          and
          the Holders of the Down-MACRO Holding Shares shall be third party beneficiaries
          of the Administrative Agent's covenants to perform its obligations under
          such
          agreements. The Administrative Agent shall also at all times maintain the
          MACROshares Website.

         

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


         

        (e) As
          compensation for acting as the Administrative Agent MacroMarket LLC will
          be
          entitled to receive the Down-MACRO Administration Fee, which shall be payable
          to
          it in arrears on each Distribution Payment Date. The Administrative Agent
          shall
          not be liable for the transaction costs incurred in connection with the
          acquisition of the Eligible Treasuries, but shall be liable for its overhead
          expenses related to its selection and administration of the Eligible Treasuries
          that are required to be undertaken by it pursuant to this Trust Agreement.
          

         

        


        
          
            
              
              

            

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

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

        


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

         

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

         

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
              34

              
                

              

            

            
              
              

            

          

        

         

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

        


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

         

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

         

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

         

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
              35

              
                

              

            

            
              
              

            

          

        

        


        Section
          3.5 Establishment
          of the Securities Account.

         

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

         

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

         

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

         

        (d) The
          Trustee shall, in accordance with instructions received from the Administrative
          Agent, invest the funds of the Down-MACRO Holding Trust in Eligible Treasuries
          and deposit such Eligible Treasuries into the Securities Account, (i) on
          each
          Distribution Date, using the maturity proceeds of the Eligible Treasuries
          on
          deposit in the Distribution Account on such Distribution Date in the amount
          specified in Section
          5.2(a)(iv),
          (ii) on each Issuance Date, using the funds delivered to the Trustee by
          Authorized Participants in connection with the Paired Issuance that is
          being
          effected on such Issuance Date, but excluding funds that are required to
          remain
          in the Netting Account pursuant to Section
          3.7
          hereof to be used for effecting Paired Optional Redemptions and (iii) on
          any
          other day during the course of any Calculation Period, using any proceeds
          of the
          Eligible Treasuries received on or prior to that day.

         

        


        
          
            
              
              

            

            
              36

              
                

              

            

            
              
              

            

          

        

         

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

         

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

        


        Section
          3.6 Establishment
          of the Distribution Account.

         

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

         

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


         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
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        Section
          3.7 Establishment
          of the Netting Account.

         

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

        


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

         

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

         

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

         

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

         

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

         

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

        


        
          
            
              
              

            

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

         

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

         

        Section
          3.8 Establishment
          of the Fee Payment Account.

         

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

         

        (b) The
          Fee Payment Account shall initially be established with the Trustee. The
          Trustee
          shall possess all right, title and interest in and to all funds on deposit
          from
          time to time in the Fee Payment Account and in all proceeds thereof. The
          Fee
          Payment Account shall be under the sole dominion and control of the Trustee
          for
          the benefit of the Depositor. 

         

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

         

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

         

        ARTICLE
          4

         

        CALCULATIONS

         

        Section
          4.1 Calculations
          on Price Determination Days.

         

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

         

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

         

        


        
          
            
              
              

            

            
              39

              
                

              

            

            
              
              

            

          

        

         

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

         

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

         

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

        


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

         

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

         

        Section
          4.2 Calculation
          of Intraday Indicative Values.

         

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

         

        Section
          4.3 Calculation
          of Income Distribution Payments and Settlement Payments.

         

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

         

        


        
          
            
              
              

            

            
              40

              
                

              

            

            
              
              

            

          

        

         

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

        


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

         

         

        ARTICLE
          5

         


        DISTRIBUTIONS
          ON THE DOWN-MACRO HOLDING SHARES

         

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

         

        Section
          5.2 Priority
          of Payments.

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
              41

              
                

              

            

            
              
              

            

          

        

         

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


         

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

        


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

         

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

         

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

         

        (c) Final
          Distributions.

         

        (i) On
          the Distribution Payment Date that follows the Final Scheduled Termination
          Date
          or an Early Termination Date, the Trustee shall distribute to each Person
          who
          was a Registered Owner of the Down-MACRO Holding Shares as of the Record
          Date
          that preceded such Distribution Payment Date the Final Distribution provided
          for
          under priority third
          of clause
          (a)
          above in cash, for delivery thereof by the Depository to each Person who
          was a
          Beneficial Owner of Down-MACRO Holding Shares on such Record Date. 

         

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

         

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

         

        


        
          
            
              
              

            

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

         

        (i) taxes,
          and any other governmental charges;

         

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

         

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

         

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

         

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

         

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

         

        (vii) ongoing
          reporting obligations;

         

        


        
          
            
              
              

            

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

         

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

         

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

         

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

        


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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

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

         

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

          



        Section
          5.5 Payments
          under the Income Distribution Agreement.

         

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

         

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

         

        Section
          5.6 Payments
          under the Settlement Contracts.

         

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

         

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

         

        
          
            
            

          

          
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        ARTICLE
          6

        
        

        REDEMPTIONS
          AND ISSUANCES OF HOLDING SHARES; 

        THE
          ADMINISTRATION AND REINVESTMENT OF THE ELIGIBLE
          TREASURIES

         

        Section
          6.1 Paired
          Optional Redemptions.

         

        (a) On
          any Price Determination Day occurring after the Closing Date but prior
          to the
          Final Scheduled Termination Date or an Early Termination Date, any Authorized
          Participant may direct the redemption of Paired Holding Shares by delivering
          a
          Redemption Order to the Administrative Agent and satisfying the conditions
          set
          forth in this Section
          6.1
          (such redemption, a "Paired
          Optional Redemption").
          The Authorized Participant directing the Paired Optional Redemption must
          be the
          Beneficial Owner of the Paired Holding Shares or the Down-MACRO and Up-MACRO
          Tradeable Shares which are being tendered for redemption, as shown on the
          records of the Depository. Only Authorized Participants may direct Paired
          Optional Redemptions. Down-MACRO Holding Shares will be redeemed at their
          Per
          Share Underlying Value, as calculated on the Redemption Order Date on which
          the
          related Redemption Order was delivered; provided,
          that, in the case of any Redemption Order placed on a Distribution Date
          or on
          the Business Day succeeding a Distribution Date, such Final Distribution
          will
          also include Down-MACRO and Up-MACRO Earned Income Accruals for each intervening
          day between the Redemption Order Date and the Redemption Date calculated
          on the
          basis of the Applicable Reference Price of Crude Oil on the Redemption
          Order
          Date. 

         

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

         

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

         

        


        
          
            
              
              

            

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

           

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

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

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

           

          (f) On
            any Distribution Date that is an Early Termination Date or on the Final
            Scheduled Termination Date, the Trustee shall redeem all of the Down-MACRO
            Holding Shares that are Outstanding on such Distribution Date at their
            Per Share
            Underlying Value, as calculated on the immediately preceding Price Determination
            Day, using the funds that are on deposit in the Distribution Account
            after all
            of the Settlement Contracts have been settled, as specified in priority
            third
            of Section
            5.2(a).

           

          Section
            6.2 Paired
            Issuances.

           

          (a) On
            any Price Determination Day that occurs after the Closing Date but prior
            to the
            Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO
            Holding Trust shall issue additional Down-MACRO Holding Shares contemporaneously
            with the issuance of additional Up-MACRO Holding Shares in the form of
            MACRO
            Units (such an issuance, a "Paired
            Issuance")
            and, if applicable, concurrently exchange such MACRO Units to their related
            Tradeable Shares following the receipt of, and in accordance with, a
            Creation
            Order delivered by an Authorized Participant and forwarded to the Trustee
            by the
            Administrative Agent. Only Authorized Participants may direct Paired
            Issuances.
            Down-MACRO Holding Shares will be issued at the Per Share Underlying
            Value of
            the existing Down-MACRO Holding Shares on the Issuance Order Date on
            which the
            related Creation Order was delivered; provided
            that in the case of any Creation Order placed on a Distribution Date
            or on the
            Business Day succeeding a Distribution Date, the Authorized Participant
            submitting the Creation Order will be required to deliver, in addition
            to cash
            in the amount of the aggregate per share Underlying Value of the Down-MACRO
            Holding Shares being created, an amount equal to the Down-MACRO and Up-MACRO
            Earned Income Accruals for each intervening day between the Issuance
            Order Date
            and the Issuance Date, calculated on the basis of the Applicable Reference
            Price
            of Crude Oil on the Issuance Order Date. 

          
            


            
              
                
                  
                  

                

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

           

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

           

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

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

           

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

           

           

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

           

           

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

           

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

          


          
            
              
                
                

              

              
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          Section
            6.5 Settlement
            of Issuances.

           

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

           

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

           

          Section
            6.6 Suspension
            or Delay of Settlement.

           

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

          Section
            6.7 The
            Participants Agreement.

           

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

           

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

           

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

           

          Section
            6.8 Administration
            of Eligible Treasuries.

           

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

          ARTICLE
            7

           

          CAPITAL
            ACCOUNTS OF HOLDERS

          AND
            OPERATION THEREOF; TAX ALLOCATIONS

           

          Section
            7.1 Capital
            Contributions.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

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

           

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

          


          
            
              
                
                

              

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

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

           

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

           

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

           

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

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

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

           

           

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

           

           

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

           

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

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

           

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

           

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

           

          ARTICLE
            8

           

          REPORTING

           

          Section
            8.1 Calculations
            for the Down-MACRO Holding Shares.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          Section
            8.2 Periodic
            Reports.

           

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

          


          
            
              
                
                

              

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

           

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

           

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

           

          (i) the
            occurrence of a Trustee Termination Event;

           

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

           

          (iii) the
            appointment of a Successor Trustee;

           

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

           

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

           

          (vi) the
            occurrence of a Termination Trigger;

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

          ARTICLE
            9

           

          OTHER
            MATTERS RELATING TO THE DEPOSITOR

           

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

           

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

           

          Section
            9.3 Liabilities;
            Indemnification.

           

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

          
            


            
              
                
                  
                  

                

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

           

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

           

          ARTICLE
            10

           


          MATTERS
            RELATING TO THE

          ADMINISTRATIVE
            AGENT AND THE MARKETING AGENT

           

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

          
            


            
              
                
                  
                  

                

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

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

          Section
            10.6 Resignation
            or Removal of Administrative Agent.

           

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

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

            


            
              
                
                  
                  

                

                
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          ARTICLE
            11

           

          EARLY
            TERMINATION

           

          Section
            11.1 Termination
            Triggers.

           

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

           

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

              
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          (vi) the
            Administrative Agent resigns or is unable to perform its duties hereunder
            or
            becomes bankrupt or insolvent, and no suitable replacement is willing
            and able
            to assume the duties of the Administrative Agent hereunder;

           

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

           

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

           

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

           

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

           

          (b) The
            Administrative Agent will be responsible for notifying the Depositor
            and the
            Trustee of the occurrence of the Termination Triggers described in subclauses
            (i),
            (ii),
            (vi)
            and (vii)
            of clause (a)
            of this Section
            11.1.
            Upon obtaining knowledge of the occurrence of any of the Termination
            Triggers
            described in subclauses (iii),
            (iv),
            (v),
            (viii),
            (ix)
            and (x)
            of clause (a)
            of this Section
            11.1,
            the Trustee will be responsible for notifying the Depositor and the
            Administrative Agent of such occurrence. In addition, the Trustee will
            give
            prompt notice of that event to the Calculation Agent, the Up-MACRO Holding
            Trustee, the Down-MACRO Tradeable Trustee, the Up-MACRO Tradeable Trustee
            and
            the Registered Owners of the Down-MACRO Holding Shares.

          


          
            
              
                
                

              

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

           

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

           

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

           

          ARTICLE
            12

           

          TRUSTEE
            TERMINATION EVENTS

           

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

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

           

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

           

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

           

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

           

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

           

          ARTICLE
            13

           

          THE
            TRUSTEE

           

          Section
            13.1 Duties
            of Trustee.

           

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

           

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

           

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

           

          (iii) administering
            the Down-MACRO Holding Trust;

          
            


            
              
                
                  
                  

                

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          (b) The
            Trustee, upon receipt of all resolutions, certificates, statements, opinions,
            reports, documents, orders or other instruments that are specifically
            required
            to be furnished to the Trustee pursuant to any provision hereof, shall
            examine
            them to determine whether they conform on their face to the requirements
            of this
            Trust Agreement. 

           

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

           

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

           

          (ii) the
            Trustee shall not be personally liable with respect to any action taken,
            suffered or omitted by it in good faith and in accordance with the direction
            of
            the Administrative Agent, the Depositor, the Calculation Agent or any
            Holder.

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

          Section
            13.2 Rights
            of the Trustee.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

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

           

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

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

          Section
            13.8 Resignation
            or Removal of Trustee.

           

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

           

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

           

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

           

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

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

          Section
            13.9 Successor
            Trustee.

           

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

           

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

           

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

           

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

           

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

           

          Section
            13.11 Appointment
            of Co-Trustee or Separate Trustee.

          
            


            
              
                
                  
                  

                

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

           

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

           

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

              
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          Section
            13.12 Books,
            Records; Taxes; Audit.

           

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

           

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

           

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

           

          (d) In
            no event shall the Trustee, the Depositor or the Administrative Agent
            be
            personally liable for any taxes or other governmental charges imposed
            upon or in
            respect of the Down-MACRO Holding Shares under any present or future
            law of the
            United States of America or imposed by any taxing authority having jurisdiction
            over the Down-MACRO Holding Trust. For all such taxes and charges and
            for any
            expenses, including counsel's fees, which the Trustee or the Administrative
            Agent may sustain or incur with respect to such taxes or charges, the
            Trustee or
            the Administrative Agent shall be reimbursed and indemnified out of the
            assets
            of the Down-MACRO Holding Trust and the payment of such amounts shall
            be secured
            by a lien on the Down-MACRO Holding Trust. Any payments by the Trustee
            or the
            Administrative Agent shall be subject to withholding regulations then
            in force.
            This paragraph shall survive notwithstanding any termination of this
            Trust
            Agreement and the Down-MACRO Holding Trust or the resignation or removal
            of the
            Trustee or the Administrative Agent. If sufficient funds are not on deposit
            in
            the Fee Payment Account to reimburse the Trustee or the Administrative
            Agent for
            any taxes paid by either of them on behalf of the Down-MACRO Holding
            Trust, the
            Depositor shall reimburse the Trustee and the Administrative Agent
            therefor.

          


          
            
              
                
                

              

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

           

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

           

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

           

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

           

          
          

          ARTICLE
            14

           

          TERMINATION

           

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

          


          
            
              
                
                

              

              
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          Upon
            the
            termination of the Down-MACRO Holding Trust, the Trustee, after making
            the Final
            Distribution provided for in Section
            5.2
            and
            distributing ratably to each Holder of any other Trust Assets, shall
            wind up the
            activities and affairs of the Down-MACRO Holding Trust and shall cause
            its
            certificate of designation to be cancelled by filing a certificate of
            cancellation with the New York Secretary of State, terminating the Down-MACRO
            Holding Trust. 

           

          ARTICLE
            15

           

          MISCELLANEOUS
            PROVISIONS

           

          Section
            15.1 Amendment;
            Waiver of Past Defaults and Termination.

           

          (a) This
            Trust Agreement shall not in any circumstances be amended (i) to modify
            the
            definition of "Down-MACRO
            Underlying Value,"
            "Up-MACRO
            Underlying Value,"
            "Down-MACRO
            Income Distribution Payment,"
            "Up-MACRO
            Income Distribution Payment,"
            "Down-MACRO
            Settlement Payment,"
            "Up-MACRO
            Settlement Payment"
            or any constituent defined terms that are a part of the foregoing defined
            terms;
            or (ii) to modify the number of Paired Holding Shares that constitute
            a MACRO
            Unit. In addition, no amendments shall be voted upon or declared effective
            and
            no consents with respect to any matter under this Trust Agreement shall
            be
            sought during any period when less than a Majority of the Outstanding
            Down-MACRO
            Holding Shares are held by the Down-MACRO Tradeable Trust.

           

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

          


          
            
              
                
                

              

              
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          (c) Subject
            to clause
            (a)
            of this Section
            15.1,
            this Trust Agreement may also be amended from time to time with the written
            consent of the Depositor, the Administrative Agent and the Trustee and
            the
            written consent of the Holders of Down-MACRO Holding Shares evidencing
            not less
            than a majority of the Down-MACRO Aggregate Par Amount, for the purpose
            of
            adding any provisions to or changing in any manner or eliminating any
            of the
            provisions of this Trust Agreement or of modifying in any manner the
            rights of
            the Holders of the Down-MACRO Holding Shares; provided,
            that the Up-MACRO Holding Trust Agreement shall be amended in an identical
            manner in accordance with the amendment provisions thereof; provided further still,
            that, without the written consent of each Holder of the Down-MACRO Holding
            Shares and the Up-MACRO Holding Shares that would be adversely affected
            thereby,
            no amendment may (i) modify the amount or timing of any distributions
            that are
            required to be made on the Down-MACRO Holding Shares; or (ii) reduce
            the
            percentage of Holders that are required to consent to any of the foregoing
            amendments; provided,
            further still,
            that the use of the spot price of West Texas Intermediate Crude Oil generated
            by
            the Dow Jones Energy Service as the Substitute Reference Oil Price shall
            not
            require the consent of any of the Holders, and the selection of any other
            Substitute Reference Oil Price after the NYMEX Sublicensing Agreement
            has been
            terminated may be made at the direction, or with the consent, of a Majority
            of
            the Holders; provided,
            further still
            that in the event that the Depositor and Administrative Agent default
            on their
            obligation under this Trust Agreement to pay all fees and expenses of
            the
            Down-MACRO Holding Trust and the Down-MACRO Tradeable Trust that accrue
            in
            excess of the Daily Fee Accrual Rate, the Trustee shall seek the consent
            of a
            Majority of the Holders of the Down-MACRO Holding Shares to use funds
            on deposit
            in the Distribution Account to pay such fees and expenses; and provided further still,
            if such amendment is adopted and approved by each Holder of the Down-MACRO
            Holding Shares, such amendment shall not be effective unless and until
            an
            identical amendment has been made to the Up-MACRO Holding Trust Agreement
            in
            accordance with the amendment provisions thereof.

           

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

           

          (e) The
            Trustee and the Depositor may amend the Income Distribution Agreement
            or the
            Settlement Contracts in any manner that is otherwise not prohibited by
            the terms
            of clause
            (a)
            of this Section
            15.1.

           

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

           

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

          
            


            
              
                
                  
                  

                

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

           

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

           

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

           

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

           

          (a) The
            Depositor shall cause this Trust Agreement, all amendments hereof and
            supplements hereto and all financing statements, continuation statements
            and any
            other necessary documents covering the right, title and interest of the
            Holders
            of the Down-MACRO Holding Shares and of the Trustee in and to the Trust
            Assets
            to be promptly recorded, registered and filed, and at all times to be
            kept
            recorded, registered and filed, all in such manner and in such places
            as may be
            required by law fully to preserve and protect the right, title and interest
            of
            the Holders of the Down-MACRO Holding Shares and the Trustee hereunder
            in and to
            all property comprising the Trust Assets. Not later than the Closing
            Date, the
            Depositor shall file a financing statement covering the interest of the
            Up-MACRO
            Holding Trustee, on behalf of the Up-MACRO Holding Trust, in the Trust
            Assets
            which shall secure the obligations of the Down-MACRO Holding Trust to
            the
            Up-MACRO Holding Trust under the Income Distribution Agreement and the
            Settlement Contracts. The Depositor shall deliver to the Trustee file-stamped
            copies of, or filing receipts for, any document recorded, registered
            or filed as
            provided above, as soon as available following such recording, registration
            or
            filing.

          


          
            
              
                
                

              

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

           

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

           

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

           

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

           

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

           

          (c) No
            Holder of the Down-MACRO Holding Shares shall have any right by virtue
            of any
            provisions of this Trust Agreement to institute any suit, action or proceeding
            in equity or at law upon, under or with respect to this Trust Agreement
            unless
            such Holder previously has made, and unless the Holders of Down-MACRO
            Holding
            Shares representing the beneficial ownership of at least 25% of all Outstanding
            Down-MACRO Holding Shares have made, written request to the Trustee to
            institute
            such suit, action or proceeding in its own name as Trustee hereunder
            and have
            offered to the Trustee such reasonable indemnity as it may require against
            the
            costs, expenses and liabilities to be incurred therein or thereby and
            the
            Trustee, for sixty (60) days after its receipt of such request and offer
            of
            indemnity, has neglected or refused to institute any such action, suit
            or
            proceeding; it being understood and intended, and expressly agreed to
            by each
            Holder with every other Holder and the Trustee, that no one or more Holders
            of
            the Down-MACRO Holding Shares shall have any right in any manner whatsoever
            by
            virtue of or by availing itself or themselves of any provisions of this
            Trust
            Agreement to affect, disturb or prejudice the rights of any other Holder
            of the
            Down-MACRO Holding Shares, to obtain or seek to obtain priority over
            or
            preference to any other Holder of the Down-MACRO Holding Shares or to
            enforce
            any right under this Trust Agreement except in the manner herein provided
            and
            for the equal, ratable and common benefit of all Holders of the Down-MACRO
            Holding Shares. For the protection and enforcement of the provisions
            of this
Section
            15.5,
            each and every Holder and the Trustee shall be entitled to such relief
            as can be
            obtained either at law or in equity.

          


          
            
              
                
                

              

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

           

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

           

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


          
            


            
              
                
                  
                  

                

                
                  88

                  
                    

                  

                

                
                  
                  

                

              

            

            


          

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

           

          Section
            15.9 Notices.

           

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

           

          


          
            	
                    If
                      to the Depositor, to:

                  	
                    MACRO
                      Securities Depositor, LLC

                    73
                      Green Tree Drive #9

                    Dover,
                      DE 19904

                    Attention:
                      Samuel Masucci, III

                    Facsimile:
                      (973) 453-8212

                  
	 	 
	
                    With
                      a copy to:

                  	
                    Skadden,
                      Arps, Slate, Meagher & Flom LLP

                    Four
                      Times Square

                    New
                      York, NY 10036

                    Attention:
                      Richard Kadlick, Esq.

                    Facsimile:
                      (212) 735-2000

                  
	 	 
	
                    If
                      to the Trustee, to:

                  	
                    State
                      Street Bank and Trust Company

                    200
                      Clarendon Street

                    Boston,
                      Massachusetts 02116

                    Attention:
                      Timothy McGowan

                    Facsimile:
                      (617) 937-6033

                  
	 	 
	
                    With
                      a copy to:

                  	
                    State
                      Street Bank and Trust Company

                    200
                      Clarendon Street

                    Boston,
                      Massachusetts 02116

                    Attention:
                      Andrew Josef

                    Facsimile:
                      (617) 351-4314

                  
	 	 


          

           

          
            


            
              
                
                  
                  

                

                
                  89

                  
                    

                  

                

                
                  
                  

                

              

            

            


          

           

          
            	
                    If
                      to the Administrative Agent, to:

                  	
                    MacroMarkets
                      LLC

                    73
                      Green Tree Drive #9

                    Dover,
                      DE 19904

                    Attention:
                      Samuel Masucci, III

                    Facsimile:
                      (973) 453-8212

                  
	 	 
	
                    With
                      a copy to:

                  	
                    
                      Skadden,
                        Arps, Slate, Meagher & Flom LLP

                      Four
                        Times Square

                      New
                        York, NY 10036

                      Attention:
                        Richard Kadlick, Esq.

                      Facsimile:
                        (212) 735-2000

                    

                  
	 	 
	
                    If
                      to the Marketing Agent, to:

                  	
                    MACRO
                      Securities Depositor, LLC

                    73
                      Green Tree Drive #9

                    Dover,
                      DE 19904

                    Attention:
                      Samuel Masucci, III

                    Facsimile:
                      (973) 453-8212

                  
	 	 
	
                    With
                      a copy to:

                  	
                    Skadden,
                      Arps, Slate, Meagher & Flom LLP

                    Four
                      Times Square

                    New
                      York, NY 10036

                    Attention:
                      Richard Kadlick, Esq.

                    Facsimile:
                      (212) 735-2000

                  
	 	 


          

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

           

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

           

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

           

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

          
            


            
              
                
                  
                  

                

                
                  90

                  
                    

                  

                

                
                  
                  

                

              

            

            


          

          Section
            15.13 Non-Petition
            Covenant; No Proceedings.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

          


          
            
              
                
                

              

              
                91

                
                  

                

              

              
                
                

              

            

          

          


           

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

           

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

           

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

           


          
            
              
              

            

            
              92

              
                

              

            

            
              
              

            

          


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

           

           

          MACRO
            SECURITIES DEPOSITOR, LLC,

          as
            Depositor

           

          By: 
            /s/ Samuel Masucci, III

          
            

          

          Name:
            Samuel Masucci, III

          Title:
            President

           

          STATE
            STREET BANK AND TRUST COMPANY,

          not
            in
            its individual capacity, but solely as the 

          Down-MACRO
            Holding Trustee

           

          By: 
            /s/ Michael F. Rogers

          
            

          

          Name:
            Michael F. Rogers

          Title:
            Executive Vice President

           


          MACROMARKETS
            LLC,

          as
            Administrative Agent

           
            

          By: 
            /s/ Samuel Masucci, III

          
            

          

          
            Name:
              Samuel Masucci, III

            Title:
              Chief Executive Officer

             

          

          MACRO
            FINANCIAL, LLC,

          as
            Marketing Agent

           

          By: 
            /s/ Samuel Masucci, III

          
            

          

          Name:
            Samuel Masucci, III

          Title:
            Chief Executive Officer

           

          Acknowledged
            and Accepted By:

          STATE
            STREET BANK AND TRUST COMPANY,

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

           

          By: 
            /s/ Michael F. Rogers

          
            
              

            

          

          Name:
            Michael F. Rogers

          Title:
            Executive Vice President

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          EXHIBIT
            A

           

           

          FORM
            OF
            GLOBAL CERTIFICATE

           

          CERTIFICATE
            OF BENEFICIAL INTEREST

          
          

          -Evidencing-

           

          All
            Undivided Interests

           

          -in-

           

          MACROSHARES
            OIL DOWN HOLDING TRUST

           


          
            
              
              

            

            
              A-1

              
                

              

            

            
              
              

            

          


           

          


           

          THIS
            CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AGREEMENT
            REFERRED TO HEREIN. THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED
            OR
            OTHERWISE TRANSFERRED EXCEPT: (A) TO THE MACROSHARES OIL DOWN TRADEABLE
            TRUST,
            (B) TO A TRANSFEREE THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
            INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
            ACTING
            FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ONE OR MORE PERSONS WITH RESPECT
            TO WHICH
            THE TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS
            A
            PURCHASER THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
            BUYER, PROVIDED, THAT SUCH TRANSFEREE MAY NOT BE A BENEFIT PLAN INVESTOR,
            OR (C)
            AN AUTHORIZED PARTICIPANT, WHICH IS AN ENTITY THAT (i) IS A REGISTERED
            BROKER-DEALER AND A MEMBER IN GOOD STANDING WITH THE NASD, OR A PARTICIPANT
            IN
            THE SECURITIES MARKETS SUCH AS A BANK OR OTHER FINANCIAL INSTITUTION
            THAT IS NOT
            REQUIRED TO REGISTER AS A BROKER-DEALER OR BE A MEMBER OF THE NASD IN
            ORDER TO
            ENGAGE IN SECURITIES TRANSACTIONS, (ii) IS A PARTICIPANT IN DTC OR HAS
            INDIRECT
            ACCESS TO THE CLEARING FACILITIES OF DTC BY VIRTUE OF A CUSTODIAL RELATIONSHIP
            WITH A DTC PARTICIPANT, (iii) IS NOT A BENEFIT PLAN INVESTOR AND (iv)
            HAS
            ENTERED INTO A PARTICIPANTS AGREEMENT WITH THE ISSUER.

           

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

           

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

           

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

           

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

           

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

           


          
            
              
              

            

            
              A-2

              
                

              

            

            
              
              

            

          


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

           


          
            
              
              

            

            
              A-3

              
                

              

            

            
              
              

            

          


          This
            is
            to certify that CEDE & CO. is the owner and registered holder of this
            Certificate, which is one of a duly authorized issue of Certificates
            designated
            as MACROshares Oil Down Holding Share Certificates (the "Certificates")
            evidencing in the aggregate the ownership of all issued and outstanding
            MACROshares Oil Down Holding Shares ("Shares"),
            each
            of which represents a fractional undivided interest in the MACROshares
            Oil Down
            Holding Trust ("Trust"),
            created under the laws of the State of New York by the Third Amended and
            Restated MACROshares Oil Down Holding Trust Agreement, dated as of October
            1,
            2007, among Macro Securities Depositor, LLC, as depositor (the "Depositor"),
            State
            Street Bank and Trust Company (as successor to Investors Bank & Trust
            Company, as trustee (the "Trustee"),
            MacroMarkets LLC, as administrative agent (in such capacity, the "Administrative
            Agent")
            and
            Macro Financial, LLC, as marketing agent (in such capacity, the "Marketing
            Agent")
            (hereinafter, the "Agreement"),
            copies of which are available at the offices of the Trustee. 

           

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

           

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

           

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

           

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

           

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

           

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

           


          
            
              
              

            

            
              A-4

              
                

              

            

            
              
              

            

          


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

           

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

           

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

           

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

           

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

           

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


           


          
            
              
              

            

            
              A-5

              
                

              

            

            
              
              

            

          


          


           

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

           

          


          MACRO
            SECURITIES DEPOSITOR,

          as
            Depositor

          


          By:_________________________________

          AUTHORIZED
            OFFICER

          


          Dated:
            ___________, 2006

           

           

          CERTIFICATE
            OF AUTHENTICATION

          


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

           

          


          STATE
            STREET BANK AND TRUST COMPANY,

          as
            Trustee

          


          By:_________________________________

          AUTHORIZED
            SIGNATORY

          


          Dated:
            ___________, 2006

          



          
            
              
              

            

            
              A-6

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            B

           

           

          FORM
            OF
            INCOME DISTRIBUTION AGREEMENT

           

          


          Filed
            as
            Exhibit 4.5 to this Registration Statement

          


          



          
            
              
              

            

            
              B-1

              
                

              

            

            
              
              

            

          

           

           

          EXHIBIT
            C

           

           

          FORM
            OF
            SETTLEMENT CONTRACT

           

          


          Filed
            as
            Exhibit 4.6 to this Registration Statement

          



          
            
              
              

            

            
              C-1

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            D

           

           

          FORM
            OF
            PARTICIPANTS AGREEMENT

           

          


          Filed
            as
            Exhibit 4.3 to this Registration Statement


          
            
              
              

            

            
              D-1

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            E

           

           

          FORM
            OF
            MACRO LICENSING AGREEMENT

           

          


          Filed
            as
            Exhibit 4.7 to this Registration Statement


          
            
              
              

            

            
              E-1

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            F

           

           

          NYMEX
            SUBLICENSING AGREEMENT

           

          


          Filed
            as
            Exhibit 4.8 to this Registration Statement

          



          
            
              
              

            

            
              F-1

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            G

           

          MARKETING
            AGENT DUTIES


          


          The
            duties of the Marketing Agent consist of:

          


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

           

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

           

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

           

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

           

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


          
            
              
              

            

            
              G-1

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            H

           

           

          AFFILIATED
            PERSON VERIFICATION GUIDELINES

           

          
            	
                    1.

                  	
                    Acquisitions
                      of Eligible Treasuries 

                  


          

           

          
            	 	
                    (a)

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

                  


          

           

          
            	 	
                    (b)

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

                  


          

           

          
            	 	
                    (c)

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

                  


          

           

          
            	
                    2.

                  	
                    In-Kind
                      Redemptions 

                  


          

           

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

           

          
            	
                    3.

                  	
                    Record
                      Retention

                  


          

           

          
            	 	
                    (a)

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

                  


          

           

          
            	 	
                    (b)

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

                  


          

           

          
            	 	
                    (c)

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


                  


          

           


          
            
              
              

            

            
              H-1

              
                

              

            

            
              
              

            

          


           

          
            	 	
                    (d)

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

                  


          

           

          
            	
                    4.

                  	
                    Independent
                      Verification Procedures

                  


          

           

          
            	 	
                    (a)

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

                  


          

           

          
            	 	
                    (i)

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

                  


          

           

          
            	 	
                    (ii)

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

                  


          

           

          
            	 	
                    (b)

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

                  


          

           

          
            	 	
                    (i)

                  	
                    the
                      six-month period that preceded such Prohibited Transaction
                      and
                      

                  


          

           

          
            	 	
                    (ii)

                  	
                    the
                      calendar quarter that follows the Prohibited
                      Transaction,

                  


          

           

          to
            determine whether any additional Prohibited Transactions occurred.

           

          
            	
                    5.

                  	
                    Remedy
                      for Prohibited Transactions

                  


          

           

          
            	 	
                    (a)

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

                  


          

           

          
            	 	
                    (i)

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


                  


          

           

          
            	 	
                    (ii)

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

                  


          

           


          
            
              
              

            

            
              H-2

              
                

              

            

            
              
              

            

          


           

          
            	
                    6.

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

                  


          

           

          



          
            
              
              

            

            
              H-3