EXHIBIT
        4.2.2

       

      
        

        

      

       

      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
        UP
        TRADEABLE TRUST AGREEMENT


       

      
        

        

      

      
 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        4.2.2

       

      TABLE
        OF
        CONTENTS

      Page

      
        	 
	
                ARTICLE
                  1

              
	 
	
                DEFINITIONS

              
	 
	
                SECTION
                  1.1

              	
                Definitions

              	
                2

              
	
                SECTION
                  1.2

              	
                Other
                  Definitional Provisions.

              	
                9

              
	 
	
                ARTICLE
                  2

              
	 
	
                FORM
                  OF THE CERTIFICATES;

              
	
                DELIVERY
                  AND REGISTRATION OF TRANSFER 

              
	
                OF
                  UP-MACRO TRADEABLE SHARES

              
	 
	
                SECTION
                  2.1

              	
                Redemption
                  of Founders' Shares

              	
                9

              
	
                SECTION
                  2.2

              	
                Acceptance
                  by Trustee

              	
                10

              
	
                SECTION
                  2.3

              	
                Limited
                  Purpose of the Up-MACRO Tradeable Trust

              	
                10

              
	
                SECTION
                  2.4

              	
                Representations
                  and Warranties of the Depositor

              	
                10

              
	
                SECTION
                  2.5

              	
                Form
                  of Shares; Book-Entry System; Transferability of Up-MACRO Tradeable
                  Shares

              	
                12

              
	 
	
                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

              	
                15

              
	
                SECTION
                  3.2

              	
                Representations,
                  Warranties and Covenants of the Trustee

              	
                17

              
	
                SECTION
                  3.3

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

              	
                19

              
	
                SECTION
                  3.4

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

              	
                20

              
	
                SECTION
                  3.5

              	
                Establishment
                  of the Securities Account

              	
                23

              
	
                SECTION
                  3.6

              	
                Establishment
                  of the Distribution Account

              	
                24

              
	
                SECTION
                  3.7

              	
                Establishment
                  of the Netting Account

              	
                24

              
	 
	
                ARTICLE
                  4

              
	 
	
                CALCULATIONS

              
	 
	
                SECTION
                  4.1

              	
                Calculations
                  on Price Determination Days

              	
                25

              
	
                SECTION
                  4.2

              	
                Calculation
                  of Intraday Indicative Values

              	
                25

              
	 


      


      
        
          
          

        

        
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                ARTICLE
                  5

              
	 
	
                DISTRIBUTIONS
                  ON THE UP-MACRO TRADEABLE SHARES

              
	 
	
                SECTION
                  5.1

              	
                Rights
                  of Holders of the Up-MACRO Tradeable Shares

              	
                26

              
	
                SECTION
                  5.2

              	
                Distributions

              	
                26

              
	
                SECTION
                  5.3

              	
                Payment
                  of Fees and Expenses

              	
                26

              
	 
	
                ARTICLE
                  6

              
	 
	
                EXCHANGES
                  OF UP-MACRO TRADEABLE SHARES

              
	 
	
                SECTION
                  6.1

              	
                Exchanges
                  in Connection with Paired Optional Redemptions

              	
                26

              
	
                SECTION
                  6.2

              	
                Paired
                  Issuances

              	
                27

              
	
                SECTION
                  6.3

              	
                Exchanges
                  of Up-MACRO Tradeable Shares Other than in Paired Optional Redemptions
                  or
                  Paired Issuances

              	
                28

              
	
                SECTION
                  6.4

              	
                Suspension
                  or Delay of Settlement

              	
                29

              
	
                SECTION
                  6.5

              	
                The
                  Participants Agreement

              	
                29

              
	 
	
                ARTICLE
                  7

              
	 
	
                [RESERVED].

              
	 
	 
	
                ARTICLE
                  8

              
	 
	
                REPORTING
                  TO HOLDERS OF THE UP-MACRO TRADEABLE SHARES

              
	 
	
                SECTION
                  8.1

              	
                Calculations
                  for the Up-MACRO Tradeable Shares

              	
                30

              
	
                SECTION
                  8.2

              	
                Periodic
                  Reports

              	
                30

              
	
                SECTION
                  8.3

              	
                Form
                  8-K Disclosure

              	
                31

              
	
                SECTION
                  8.4

              	
                Listing
                  of the Up-MACRO Tradeable Shares

              	
                31

              
	
                SECTION
                  8.5

              	
                Disclosure
                  Controls and Procedures

              	
                32

              
	
                SECTION
                  8.6

              	
                Trust
                  Accounting Agent Responsibilities

              	
                32

              
	 
	
                ARTICLE
                  9

              
	 
	
                OTHER
                  MATTERS RELATING TO THE DEPOSITOR

              
	 
	
                SECTION
                  9.1

              	
                Liability
                  of the Depositor

              	
                32

              
	
                SECTION
                  9.2

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

              	
                32

              
	
                SECTION
                  9.3

              	
                Liabilities;
                  Indemnification

              	
                33

              
	 
	
                ARTICLE
                  10

              
	 
	
                MATTERS
                  RELATING TO THE

              
	
                ADMINISTRATIVE
                  AGENT AND THE MARKETING AGENT

              
	 
	
                SECTION
                  10.1

              	
                Role
                  of the Administrative Agent

              	
                34

              
	
                SECTION
                  10.2

              	
                Liability
                  of the Administrative Agent

              	
                34

              
	
                SECTION
                  10.3

              	
                Limitation
                  on Liability of the Administrative Agent

              	
                34

              


      


      
        
          
          

        

        
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                SECTION
                  10.4

              	
                Administrative
                  Agent Indemnification of the Up-MACRO Tradeable Trust and the
                  Trustee

              	
                34

              
	
                SECTION
                  10.5

              	
                Delegation
                  of Duties

              	
                35

              
	
                SECTION
                  10.6

              	
                Resignation
                  or Removal of Administrative Agent

              	
                35

              
	
                SECTION
                  10.7

              	
                Role
                  of the Marketing Agent

              	
                36

              
	
                SECTION
                  10.8

              	
                Liability
                  of the Marketing Agent

              	
                36

              
	
                SECTION
                  10.9

              	
                Limitation
                  on Liability of the Marketing Agent

              	
                36

              
	
                SECTION
                  10.10

              	
                Marketing
                  Agent Indemnification of the Up-MACRO Tradeable Trust and the
                  Trustee

              	
                36

              
	
                SECTION
                  10.11

              	
                Delegation
                  of Duties

              	
                37

              
	 
	
                ARTICLE
                  11

              
	 
	
                EARLY
                  TERMINATION

              
	 
	
                SECTION
                  11.1

              	
                Termination
                  Triggers

              	
                38

              
	 
	
                ARTICLE
                  12

              
	 
	
                TRUSTEE
                  TERMINATION EVENTS

              
	 
	
                SECTION
                  12.1

              	
                Trustee
                  Termination Events

              	
                40

              
	
                SECTION
                  12.2

              	
                Force
                  Majeure

              	
                41

              
	
                SECTION
                  12.3

              	
                Notification
                  to Holders of the Up-MACRO Tradeable Shares

              	
                41

              
	 
	
                ARTICLE
                  13

              
	 
	
                THE
                  TRUSTEE

              
	 
	
                SECTION
                  13.1

              	
                Liability
                  of Trustee

              	
                41

              
	
                SECTION
                  13.2

              	
                Rights
                  of the Trustee

              	
                42

              
	
                SECTION
                  13.3

              	
                Trustee
                  Not Liable for Recitals in Up-MACRO Tradeable Shares

              	
                43

              
	
                SECTION
                  13.4

              	
                Holders
                  May Direct Trustee

              	
                43

              
	
                SECTION
                  13.5

              	
                Compensation

              	
                43

              
	
                SECTION
                  13.6

              	
                Indemnification

              	
                43

              
	
                SECTION
                  13.7

              	
                Eligibility
                  Requirements

              	
                44

              
	
                SECTION
                  13.8

              	
                Resignation
                  or Removal of Trustee

              	
                44

              
	
                SECTION
                  13.9

              	
                Successor
                  Trustee

              	
                45

              
	
                SECTION
                  13.10

              	
                Merger
                  or Consolidation

              	
                45

              
	
                SECTION
                  13.11

              	
                Appointment
                  of Co-Trustee or Separate Trustee

              	
                46

              
	
                SECTION
                  13.12

              	
                Books,
                  Records; Taxes; Audit

              	
                47

              
	
                SECTION
                  13.13

              	
                Trustee
                  May Enforce Claims Without Possession of Up-MACRO Tradeable
                  Shares

              	
                48

              
	
                SECTION
                  13.14

              	
                Suits
                  for Enforcement

              	
                48

              
	
                SECTION
                  13.15

              	
                Maintenance
                  of Office or Agency

              	
                48

              
	 
	
                ARTICLE
                  14

              
	 
	
                TERMINATION

              
	 
	
                SECTION
                  14.1

              	
                Termination
                  of Trust

              	
                48

              
	 


      


      
        
          
          

        

        
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                ARTICLE
                  15

              
	 
	
                MISCELLANEOUS
                  PROVISIONS

              
	 
	
                SECTION
                  15.1

              	
                Amendment;
                  Waiver of Past Defaults and Termination

              	
                49

              
	
                SECTION
                  15.2

              	
                Registration
                  (Initial and Continuing) of Up-MACRO Tradeable Shares; Certain
                  Securities
                  Law Filings

              	
                50

              
	
                SECTION
                  15.3

              	
                Prospectus
                  Delivery

              	
                51

              
	
                SECTION
                  15.4

              	
                Protection
                  of Right, Title and Interest to Trust Assets

              	
                51

              
	
                SECTION
                  15.5

              	
                Limitation
                  on Rights of Holders of the Up-MACRO Tradeable Shares

              	
                51

              
	
                SECTION
                  15.6

              	
                Certain
                  Rights of Holders of Up-MACRO Tradeable Shares; Voting

              	
                52

              
	
                SECTION
                  15.7

              	
                MACRO
                  Licensing Agreement

              	
                53

              
	
                SECTION
                  15.8

              	
                Governing
                  Law; Jurisdiction

              	
                53

              
	
                SECTION
                  15.9

              	
                Notices

              	
                53

              
	
                SECTION
                  15.10

              	
                Severability
                  of Provisions

              	
                54

              
	
                SECTION
                  15.11

              	
                Up-MACRO
                  Tradeable Shares Nonassessable and Fully Paid

              	
                55

              
	
                SECTION
                  15.12

              	
                Further
                  Assurances

              	
                55

              
	
                SECTION
                  15.13

              	
                Non-Petition
                  Covenant; No Proceedings

              	
                55

              
	
                SECTION
                  15.14

              	
                No
                  Waiver; Cumulative Remedies

              	
                55

              
	
                SECTION
                  15.15

              	
                Counterparts

              	
                55

              
	
                SECTION
                  15.16

              	
                Third-Party
                  Beneficiaries

              	
                55

              
	
                SECTION
                  15.17

              	
                Actions
                  or Notices by Holders of the Up-MACRO Tradeable Shares

              	
                56

              
	
                SECTION
                  15.18

              	
                Merger
                  and Integration

              	
                56

              
	
                SECTION
                  15.19

              	
                Headings

              	
                56

              


      

      



      
        
          
          

        

        
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      EXHIBITS

       

      
        	
                EXHIBIT
                  A

              	
                FORM
                  OF UP-MACRO TRADEABLE SHARE

              
	
                EXHIBIT
                  B

              	
                FORM
                  OF PARTICIPANTS AGREEMENT

              
	
                EXHIBIT
                  C

              	
                FORM
                  OF MACRO LICENSING AGREEMENT

              
	
                EXHIBIT
                  D

              	
                FORM
                  OF NYMEX SUBLICENSING AGREEMENT

              


      

      


      


        
          
            
            

          

          
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        EXHIBIT
          4.2.2

      

       

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

       

      WHEREAS,
        the parties amended and restated in its entirety the original trust agreement
        for the Up-MACRO Tradeable Trust to provide for the issuance of shares which
        were originally called the "Claymore MACROshares Oil Up Tradeable Shares"
        (and
        which were subsequently renamed the "MACROshares Oil Up Tradeable Shares"
        and
        are referred to herein as the "Up-MACRO
        Tradeable 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

       

      WHEREAS,
        the parties amended and restated in its entirety the amended and restated
        trust
        agreement to document the name change of the Up-MACRO Tradeable Trust and
        the
        Up-MACRO Tradeable Shares and the resignation of Claymore Securities, Inc.
        as a
        marketing agent hereunder; and

       

      WHEREAS,
        the parties hereto now wish to amend and restate in its entirety the second
        amended and restated trust agreement to document a 3-for-1 stock split of
        the
        Up-MACRO Tradeable 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. 


      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. Defined terms used
        herein and not otherwise defined shall have the respective meanings ascribed
        to
        such terms in the Up-MACRO Holding Trust Agreement.

       

      "Account"
        or
        "Accounts"
        shall
        mean any or all of the Securities Account, the Distribution Account and the
        Netting Account.

       

      "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.

       

      "Aggregate
        Par Amount"
        shall
        mean, (i) 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, (ii) 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, (iii) 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, and (iv) 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.

       

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

       

      "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.

       

      "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).

       

      


      
        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

      

      


      "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 Holding Trustee,
        the
        Down-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.

       

      "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.

       

      "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
        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 Up-MACRO Tradeable Trust, to the
        Depository.

       

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

       

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

       

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

       

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

       

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

       

      


      
        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

      


      "Down-MACRO
        Holding Trust Agreement"
        shall
        mean the Third 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
        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 MACRO shares Oil Down Tradeable Trust formed under the Down-MACRO
        Tradeable Trust Agreement.

       

      "Down-MACRO
        Tradeable Trust Agreement"
        shall
        mean the Second 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.

       

      "DTC"
        shall
        mean The Depository Trust Company.

       

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

       

      "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.

       

      


      
        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

      


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

       

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

       

      "Final
        Distribution"
        shall
        mean any distribution made in redemption of all or a portion of the Up-MACRO
        Tradeable Shares pursuant to Section
        5.2(b)
        on the
        earlier of the Final Scheduled Termination Date or an Early Termination
        Date.

       

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

       

      "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., in exchange for the Initial Deposit.

       

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

       

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

       

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

       

      "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.

       

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

       

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

       

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

       

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

       

      


      
        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

      


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

       

      "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.

       

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

       

      "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.

       

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

       

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

       

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

       

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

       

      "Participants
        Agreement"
        shall
        mean the participants agreement, dated as of November 24, 2006, substantially
        in
        the form attached hereto as Exhibit
        B,
        entered
        into among the Depositor, the Trustee, 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 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, (ii) 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, (iii) each
        Up-MACRO Tradeable Share, an amount equal to the Per Share Underlying Value
        of
        one Up-MACRO Holding Share on that date, and (iv) each Down-MACRO Tradeable
        Share, an amount equal to the Per Share Underlying Value of one Down-MACRO
        Holding Share on that date. 

       

      


      
        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

      


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

       

      "Prospectus"
        shall
        mean the prospectus, in the form filed by the Depositor on behalf of the
        Up-MACRO Holding Trust and the Up-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.

       

      "Quarterly
        Distribution"
        shall
        mean with respect to each Distribution Date, the distribution to be made
        to the
        Holders of the Up-MACRO Tradeable Shares that are Outstanding on the
        Distribution Date pursuant to 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
        Order"
        shall
        have the meaning set forth in Section
        4(b)
        of the
        Participants Agreement. 

       

      "Registration
        Statement"
        means
        the registration statement, file no. 333-116566, dated and filed with the
        SEC on
        August 27, 2007, relating to the Up-MACRO Holding Shares and Up-MACRO Tradeable
        Shares, as amended, supplemented or otherwise modified from time to
        time.

       

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

       

      "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.

       

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

       

      "Substitute
        Reference Price Licensing Agreement"
        shall
        mean any licensing arrangement pursuant to which the Paired Holding Trusts
        and
        the Up-MACRO Tradeable Trust acquire the right to use a Substitute Reference
        Oil
        Price for the purposes of calculating the Up-MACRO Underlying Value under
        the
        Up-MACRO Holding 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.


       

      


      
        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

      


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

       

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

       

      "Transaction
        Documents"
        shall
        mean this Trust Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing
        Agreement, the Calculation Agency Agreement and the Participants
        Agreement.

       

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

       

      "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.

       

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

       

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

       

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

       

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

       

      "Up-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 Up-MACRO Holding Trust.

       

      "Up-MACRO
        Stated Par Amount"
        shall
        mean the stated par amount of $20 per Up-MACRO Holding Share or Up-MACRO
        Tradeable Share.

       

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

       

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

       

      


      
        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

      

      


      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.

       

      (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
        UP-MACRO TRADEABLE SHARES

       

      SECTION
        2.1 Redemption
        of Founders' Shares.
        Concurrently with the first issuance of Up-MACRO Tradeable Shares in accordance
        with the terms of this Trust Agreement, the portion of the Initial Deposit
        made
        into the Up-MACRO Tradeable Trust by the Depositor and Claymore Securities,
        Inc.
        was 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 Per Share Underlying Value of the Up-MACRO Tradeable Shares or any other
        calculation performed at any time pursuant to Article
        4
        or
Article
        8
        of this
        Trust Agreement. The Up-MACRO Holding Shares on deposit from time to time
        in the
        Securities Account, all monies on deposit from time to time in the Distribution
        Account and the Netting Account and the Up-MACRO Holding Trust's rights under
        the MACRO Licensing Agreement and the NYMEX Sublicensing Agreement (or any
        Substitute Reference Price Licensing Agreement), shall collectively constitute
        the assets of the Up-MACRO Tradeable Trust (the "Trust
        Assets"). 

      


      
        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

       

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

      


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

       

      (a) redeeming
        the Founders' Shares concurrently with the first issuance of Up-MACRO Tradeable
        Shares;

       

      (b) issuing
        Up-MACRO Tradeable Shares in connection with each deposit of Up-MACRO Holding
        Shares into the Up-MACRO Tradeable Trust on a continuous basis and exchanging
        Outstanding Up-MACRO Tradeable Shares for the underlying Up-MACRO Holding
        Shares
        that have been deposited in the Up-MACRO Tradeable Trust, in each case on
        a
        continuous basis and in accordance with the provisions and subject to the
        conditions set forth in this Trust Agreement;

       

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

       

      (d) maintaining
        a listing for the Up-MACRO Tradeable Shares on the AMEX or another national
        stock exchange.

       

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

       

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

       

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

       

      


      
        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

      


      (e) No
        Violation.
        The execution and delivery by the Depositor of this Trust Agreement and the
        Up-MACRO Tradeable 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 Up-MACRO
        Tradeable Shares, (ii) seeking to prevent the issuance of the Up-MACRO Tradeable
        Shares or the consummation of any of the transactions contemplated by this
        Trust
        Agreement or the Up-MACRO Tradeable 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 Up-MACRO Tradeable Shares or (v) seeking to affect adversely the income
        tax
        attributes of the Up-MACRO Tradeable 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 Up-MACRO Tradeable
        Shares, the performance by the Depositor of the transactions contemplated
        by
        this Trust Agreement and its obligations hereunder and the Up-MACRO Tradeable
        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 Up-MACRO Tradeable 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. 

       

      


      
        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

      

      


      SECTION
        2.5 Form
        of Shares; Book-Entry System; Transferability of Up-MACRO Tradeable
        Shares.

       

      (a) Form
        of Shares.
        The Up-MACRO Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable 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
        Up-MACRO Tradeable 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
        Up-MACRO Tradeable Shares may be listed or to conform with any usage with
        respect thereto, or to indicate any special limitations or restrictions to
        which
        the Up-MACRO Tradeable Shares are subject.

       

      The
        Founders' Shares and the beneficial ownership thereof by the Depositor and
        Claymore Securities, Inc. shall be recorded on the books and records maintained
        by the Trustee on behalf of the Up-MACRO Tradeable Trust and no physical
        certificates shall be issued in respect of such Founders' Shares. Concurrently
        with the first issuance of Up-MACRO Tradeable 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 Up-MACRO Tradeable Shares are eligible for book-entry settlement with
        the
        Depository, (i) no Beneficial Owner of Up-MACRO Tradeable Shares will be
        entitled to receive a physical certificate evidencing those shares, (ii)
        the
        interest of a Beneficial Owner in the Up-MACRO Tradeable 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 Up-MACRO Tradeable 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
        Up-MACRO Tradeable Shares.

       

      As
        provided in the Depository Agreement, upon the settlement date for any transfer
        or any creation, exchange or redemption of the Up-MACRO Tradeable Shares,
        the
        Depository will credit or debit, on its book-entry registration and transfer
        system, the amount of Up-MACRO Tradeable Shares so transferred or so created,
        exchanged or redeemed to the accounts of the appropriate DTC Participants.
        The
        accounts to be credited and charged shall be designated by the Trustee, as
        instructed by the Administrative Agent and the applicable Holder of Up-MACRO
        Tradeable Shares. The Beneficial Owners of the Up-MACRO Tradeable 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 Up-MACRO Tradeable
        Shares a written confirmation relating to their purchase of Up-MACRO Tradeable
        Shares. 

       

      Upon
        the
        settlement date for any creation, transfer, exchange or redemption of Up-MACRO
        Tradeable 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 Up-MACRO
        Tradeable 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 Up-MACRO
        Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable
        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 Up-MACRO Tradeable
        Trust shall reimburse each such DTC Participant for the expenses attendant
        to
        such transmittal, subject to applicable statutory and regulatory requirements.
        The Administrative Agent or Depositor will instruct the Trust to pay said
        expenses.

       

      


      
        
          
            
            

          

          
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      (d) Distributions
        on Book-Entry Certificates.
        All distributions on the Up-MACRO Tradeable Shares shall be made to the
        Depository or its nominee, Cede & Co., as the registered owner of all
        Up-MACRO Tradeable Shares. The Trustee and the Depositor expect that the
        Depository or its nominee, upon receipt of any distributions made in respect
        of
        the Up-MACRO Tradeable Shares, shall credit immediately the DTC Participants'
        accounts with payments in amounts proportionate to their respective beneficial
        interests in the Up-MACRO Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable Shares and of
        transfers and exchanges of such shares as herein provided. The Transfer Agent
        and Registrar shall initially be the Trustee. The Depositor may revoke such
        appointment and remove any Transfer Agent and Registrar if the Depositor
        determines in its sole discretion that such Transfer Agent and Registrar
        failed
        to perform the responsibilities of the Transfer Agent and Registrar set forth
        in
        this Trust Agreement in any material respect. Any Transfer Agent and Registrar
        shall be permitted to resign as Transfer Agent and Registrar upon thirty
        (30)
        days' notice to the Depositor and the Trustee; provided,
        however,
        that such resignation shall not be effective and such Transfer Agent and
        Registrar shall continue to perform its duties as Transfer Agent and Registrar
        until the Trustee has appointed a successor Transfer Agent and Registrar
        reasonably acceptable to the Depositor.

       

      


      
        
          
            
            

          

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

       

      (f) Mutilated,
        Destroyed, Lost or Stolen Global Certificate.
        If (a) any mutilated Global Certificate is surrendered to the Transfer Agent
        and
        Registrar, or the Transfer Agent and Registrar receives evidence to its
        satisfaction of the destruction, loss or theft of any Global Certificate
        and (b)
        there is delivered to the Transfer Agent and Registrar and the Trustee such
        security or indemnity as may be required by them to save each of them harmless,
        then in the absence of notice to the Trustee that such Global Certificate
        has
        been acquired by a bona fide purchaser, the Depositor shall execute, the
        Trustee
        shall authenticate and the Transfer Agent and Registrar shall deliver, in
        exchange for or in lieu of any such mutilated, destroyed, lost or stolen
        Global
        Certificate, a new Global Certificate of like tenor and aggregate beneficial
        interest. In connection with the issuance of any new Global Certificate under
        this Section
        2.5(f),
        the Trustee or the Transfer Agent and Registrar may require the payment by
        the
        Registered Owner of a sum sufficient to cover any tax or other governmental
        charge that may be imposed in relation thereto and any other expenses (including
        the fees and expenses of the Trustee and the Transfer Agent and Registrar)
        connected therewith. Any duplicate Global Certificate issued pursuant to
        this
Section
        2.5(f)
        shall constitute complete and indefeasible evidence of ownership in the Up-MACRO
        Tradeable 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 Up-MACRO Tradeable Shares. The record date and pay date for
        the split shall be designated and notified by the Depositor to the AMEX and
        the
        general public. The total amount of Outstanding Up-MACRO Tradeable 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 Down-MACRO Holding 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 Holding Trustee under the Down-MACRO Holding Trust Agreement
        and
        the Down-MACRO Tradeable Trustee under the Down-MACRO Tradeable Trust Agreement.
        The Holders of the Up-MACRO Tradeable 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 Holding
        Trust under the Down-MACRO Holding Trust Agreement and as trustee for the
        Down-MACRO Tradeable Trust under the Down-MACRO Tradeable Trust
        Agreement.

       

      


      
        
          
            
            

          

          
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      (b) Subject
        to the limited purposes and functions of the Up-MACRO Tradeable Trust specified
        in Section
        2.3
        hereof, the Trustee is hereby authorized, instructed and empowered (i) to
        make
        deposits and withdrawals from the Securities Account, the Distribution Account
        and the Netting Account, as set forth in this Trust Agreement; (ii) to make
        distributions on the Up-MACRO Tradeable Shares in accordance with Section
        5.2
        hereof; (iii) to administer the Up-MACRO Tradeable Trust; (iv) to furnish
        to the
        Up-MACRO Holding Trustee and the Administrative Agent notification of and
        all
        documentation relating to the fees and expenses incurred by the Up-MACRO
        Tradeable Trust, pursuant to Section
        5.3
        of this Trust Agreement; (v) to effect the exchange of Up-MACRO Tradeable
        Shares
        in connection with Paired Optional Redemptions and Paired Issuances in
        accordance with the provisions of Section
        6.1
        and Section
        6.2 hereof,
        and to effect exchanges of Up-MACRO Tradeable Shares pursuant to Section
        6.3
        hereof; (vi) to enter into the Participants Agreement, the MACRO Licensing
        Agreement, the NYMEX Sublicensing Agreement and the Calculation Agency
        Agreement; (vii) to make certain calculations on behalf of the Up-MACRO
        Tradeable Trust; and (viii) to take any action required or permitted under
        this
        Trust Agreement and any action needed for the daily operation of the Up-MACRO
        Tradeable Trust. Without limiting the generality of the foregoing and with
        the
        prior written consent of the Depositor, the Trustee is hereby authorized
        and
        empowered to make any filings, reports, notices, applications and registrations
        with, and to seek any consents or authorizations from, the SEC and any state
        securities authority on behalf of the Up-MACRO Tradeable Trust as may be
        necessary or advisable to comply with any federal or state securities laws
        or
        reporting requirements; provided,
        however,
        that the Depositor shall make all filings with the SEC and under state
        securities laws on behalf of the Up-MACRO Tradeable Trust to the extent required
        to do so hereby.

       

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

       

      (d) The
        Up-MACRO Tradeable Trust shall not, and the Trustee shall not cause the Up-MACRO
        Tradeable Trust to, nor shall the Depositor direct the Trustee to, engage
        in any
        activity other than as required or authorized by this Trust Agreement. In
        particular, the Up-MACRO Tradeable Trust shall not and the Trustee shall
        not
        cause the Up-MACRO Tradeable Trust to:

       

      (i) invest
        any interest or other distributions paid in respect of the Trust Assets,
        but
        shall distribute all such proceeds to the Holders on the date of receipt
        thereof
        pursuant to the terms of this Trust Agreement and of the Up-MACRO Tradeable
        Shares;

       

      (ii) acquire
        any assets other than as expressly provided herein;

       

      (iii) possess
        Trust Assets for a purpose other than those described in Section
        2.3;

       

      


      
        
          
            
            

          

          
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      (iv) sell,
        pledge, hypothecate or transfer the Up-MACRO Holding Shares (except in
        accordance with Section
        6.2
        or  Section 6.3);
        

       

      (v) make
        any loans or incur any indebtedness or acquire any securities other than
        Up-MACRO Holding Shares;

       

      (vi) except
        as expressly permitted pursuant to Section
        15.1,
        act in such a way as to vary the terms of the Up-MACRO Tradeable Shares in
        any
        way whatsoever;

       

      (vii) issue
        any securities or other evidences of beneficial ownership of, or beneficial
        interest in, the Up-MACRO Tradeable Trust, other than the Up-MACRO Tradeable
        Shares and the Founders' Shares, which shall be redeemed and cancelled by
        the
        Trustee upon the first issuance of Up-MACRO Tradeable Shares and shall not
        thereafter be reissued;

       

      (viii) (A)
        direct the time, method and place of conducting any proceeding for any remedy
        available to the Up-MACRO Tradeable Trust as the holder of the Up-MACRO Holding
        Shares or exercising any power conferred upon Holders of Up-MACRO Holding
        Shares, (B) waive any past default or violation that is waivable under the
        terms
        of the Up-MACRO Holding Shares or (C) consent to any amendment or modification
        of the terms of any Up-MACRO Holding Shares where such consent shall be
        required, except, in each case, if permitted hereby or after receiving
        instructions from the Holders of the Up-MACRO Tradeable Shares pursuant to
        Section
        15.6(b)
        hereof;

       

      (ix) file
        a certificate of cancellation of the Up-MACRO Tradeable Trust or take any
        other
        action to terminate the Up-MACRO Tradeable Trust, except in connection with
        a
        liquidation thereof pursuant to Article
        14
        hereof;

       

      (x) take
        any action that would cause the Up-MACRO Tradeable Trust to be classified
        other
        than as a grantor trust for U.S. federal income tax purposes; or

       

      (xi) take
        any action that would cause the Up-MACRO Tradeable Trust to be required to
        register as an investment company under the Investment Company Act or as
        a
        commodity pool under the CEAct.

       

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

       

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

       

      


      
        
          
            
            

          

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

       

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

       

      


      
        
          
            
            

          

          
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      (j) No
        Affiliation.
        The Trustee is not an Affiliated Person with respect to the Depositor, the
        Up-MACRO Tradeable Trust, either of the Paired Holding Trusts, the Down-MACRO
        Tradeable Trust, 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
        or
        hold any Up-MACRO Holding Shares, Down-MACRO Holding Shares, Up-MACRO Tradeable
        Shares or Down-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 Up-MACRO Tradeable 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 for no less than
        five
        years after the termination of the Trust. Such documents, books and computer
        records shall reflect all facts giving rise to such transactions, all payments
        and credits with respect thereto, and, to the extent required, such documents,
        books and computer records shall indicate the interests of the Up-MACRO
        Tradeable Trust in such transactions.

       

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

       

      (a)
        MacroMarkets LLC agrees to act as Administrative Agent under this Agreement
        and
        the Holders of the Up-MACRO Tradeable Shares by their acceptance of their
        shares
        consent to MacroMarkets LLC acting as Administrative Agent under this Trust
        Agreement and as administrative agent for the Up-MACRO Holding Trust under
        the
        Up-MACRO Holding Trust Agreement, for the Down-MACRO Holding Trust under
        the
        Down-MACRO Holding Trust Agreement and for the Down-MACRO Tradeable Trust
        under
        the Down-MACRO Tradeable Trust Agreement. MACRO Financial, LLC agrees to
        act as
        a Marketing Agent under this Trust Agreement and the Holders of the Up-MACRO
        Tradeable Shares by their acceptance of their shares consent to MACRO Financial,
        LLC acting as Marketing Agent under this Trust Agreement and as marketing
        agent
        for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement,
        for
        the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement
        and
        for the Down-MACRO Tradeable Trust under the Down-MACRO Tradeable Trust
        Agreement.

       

      (b) The
        Administrative Agent shall direct the Trustee in effecting exchanges of Up-MACRO
        Tradeable Shares for the underlying Up-MACRO Holding Shares in connection
        with
        Paired Issuances and Paired Optional Redemptions. 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 the
        foregoing duties which it may deem necessary or desirable. The Administrative
        Agent shall not be obligated to use separate offices, employees or accounts
        in
        carrying out its duties hereunder. The Depositor and the Trustee shall furnish
        to the Administrative Agent any powers of attorney or other documents necessary
        or appropriate to enable the Administrative Agent to carry out its
        administrative duties hereunder.

       

      


      
        
          
            
            

          

          
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      (c) The
        Administrative Agent shall comply with and perform its administrative
        obligations set forth in the Up-MACRO Holding Trust Agreement and the Down-MACRO
        Holding Trust Agreement in accordance with the terms of each such agreement
        and
        the Holders of the Up-MACRO Tradeable 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 Up-MACRO Tradeable 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 under the terms of this
        Trust Agreement, MacroMarkets LLC will be entitled to receive the Up-MACRO
        Administration Fee, which shall be payable to it in arrears on each Distribution
        Payment Date in accordance with the provisions of Section
        5.4
        of the Up-MACRO Holding Trust Agreement. The Administrative Agent shall not
        be
        liable for any expenses incurred by it on behalf of the Up-MACRO Tradeable
        Trust, but shall be responsible for its overhead expenses related to the
        performance of its obligations under this Trust Agreement. 

       

      (f) As
        compensation for acting as a Marketing Agent, MACRO Financial, LLC will be
        entitled to receive the Up-MACRO Marketing Fee, which shall be payable to
        it in
        arrears on each Distribution Payment Date in accordance with the provisions
        of
Section
        5.4
        of the Up-MACRO Holding Trust Agreement.

       

      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 Up-MACRO Tradeable 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 Up-MACRO
        Tradeable Shares hereunder.

       

      


      
        
          
            
            

          

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

       

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

       

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

       

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

       

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

       

      (viii) Additional
        Registration of Shares.
        The Administrative Agent will make commercially reasonable efforts to maintain
        a
        sufficient number of Up-MACRO Tradeable Shares registered pursuant to the
        Securities Act available for the fulfillment of Creation Orders as they are
        received.

       

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

       

      


      
        
          
            
            

          

          
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      (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 Up-MACRO Tradeable 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 the
        Marketing Agent of the transactions contemplated by this Trust Agreement
        and the
        fulfillment by the Marketing Agent of the terms hereof, have been obtained;
        provided,
        however,
        that the Marketing Agent makes no representation or warranty regarding state
        securities or "blue sky" laws in connection with the distribution of the
        Up-MACRO Tradeable Shares.

       

      


      
        
          
            
            

          

          
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      SECTION
        3.5 Establishment
        of the Securities Account.

       

      (a) The
        Trustee shall establish and maintain in the name of the Trustee, on behalf
        of
        the Up-MACRO Tradeable Trust and for the benefit of the Holders of the Up-MACRO
        Tradeable Shares, an Eligible Deposit Account bearing a designation clearly
        indicating that the Up-MACRO Holding Shares deposited therein are held for
        the
        benefit of the Holders of the Up-MACRO Tradeable 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 Up-MACRO
        Holding Shares on deposit from time to time in the Securities Account and
        in all
        proceeds thereof for the benefit of the Holders of the Up-MACRO Tradeable
        Shares. 

       

      (c) The
        Securities Account shall be under the sole dominion and control of the Trustee
        for the benefit of the Holders of the Up-MACRO Tradeable 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
        assets held in the Securities Account for any amount owed to it by the Up-MACRO
        Tradeable Trust or any Holder of Up-MACRO Tradeable 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 assets
        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) In
        connection with each deposit of Up-MACRO Holding Shares into the Up-MACRO
        Tradeable Trust, whether done as part of a Paired Issuance or otherwise,
        the
        Trustee shall credit all Up-MACRO Holding Shares delivered to it by the Up-MACRO
        Holding Trustee to the Securities Account on the date on which the Up-MACRO
        Tradeable Trust becomes the beneficial owner of such shares on the records
        of
        the Depository.

       

      (e) In
        connection with each exchange of Up-MACRO Tradeable Shares for the underlying
        Up-MACRO Holding Shares, whether done as part of a Paired Optional Redemption
        or
        otherwise, the Trustee shall remove such Up-MACRO Holding Shares from the
        Securities Account and debit the Securities Account such Up-MACRO Holding
        Shares
        in the amount and on the date specified to the Trustee by the Administrative
        Agent. 

       

      (f) In
        connection with the Final Scheduled Termination Date or an Early Termination
        Date, the Trustee shall remove all remaining Up-MACRO Holding Shares from
        the
        Securities Account and deliver such Up-MACRO Holding Shares to the Up-MACRO
        Holding Trustee for cancellation and debit the Securities Account from all
        such
        Up-MACRO Holding Shares.

       

      


      
        
          
            
            

          

          
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      SECTION
        3.6 Establishment
        of the Distribution Account.

       

      (a) The
        Trustee shall establish and maintain in the name of the Trustee, on behalf
        of
        the Up-MACRO Tradeable Trust and for the benefit of the Holders of the Up-MACRO
        Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO
        Tradeable Trust or any Holder of Up-MACRO Tradeable 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 funds
        on
        deposit therein 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) Immediately
        upon receipt thereof, the Trustee shall deposit into the Distribution Account
        any distribution amount received on the Up-MACRO Holding Shares held by the
        Up-MACRO Tradeable Trust and shall distribute such amount, on the same Business
        Day on which such amount is received, to the Holders of the Up-MACRO Tradeable
        Shares, ratably based on the Aggregate Par Amount of Up-MACRO Tradeable Shares
        held by each such Holder. 

       

      SECTION
        3.7 Establishment
        of the Netting Account.

       

      (a) The
        Trustee shall establish and maintain in the name of the Trustee, on behalf
        of
        the Up-MACRO Tradeable Trust and for the benefit of the Holders of the Up-MACRO
        Tradeable Shares, an Eligible Deposit Account bearing a designation that
        the
        securities deposited therein are held for the benefit of the Holders of the
        Up-MACRO Tradeable Shares (the "Netting
        Account").

       

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

       

      (c) On
        the Redemption Date, the Issuance Date or the Business Day following the
        Business Day on which an Exchange Order was submitted, on which (i) both
        a
        Redemption Order in which Tradeable Shares are submitted and an Issuance
        Order
        in which Tradeable Shares are requested, are to be executed, (ii) both a
        Redemption Order in which Tradeable Shares are submitted and an Exchange
        Order
        pursuant to Section
        6.3
        in which Up-MACRO Tradeable Shares are requested, are to be executed or (iii)
        both an Issuance Order in which Tradeable Shares are requested and an Exchange
        Order pursuant to Section
        6.3
        in which Up-MACRO Tradeable Shares are submitted, are to be executed, the
        Trustee shall net such Up-MACRO Tradeable Shares to be redeemed and/or exchanged
        against the Up-MACRO Tradeable Shares to be issued and/or exchanged as
        follows:

       

      


      
        
          
            
            

          

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

      


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


       

      (iii) No
        Up-MACRO Tradeable Shares shall remain on deposit in the Netting Account
        at the
        end of each Business Day.

       

      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 number of Up-MACRO Holding Shares on deposit
        in the
        Up-MACRO Tradeable Trust on the preceding Business Day; (ii) the aggregate
        amount of Up-MACRO Tradeable Shares Outstanding on such Business Day; and
        (iii)
        the Per Share Underlying Value of an Up-MACRO Tradeable Share on such Business
        Day.

       

      For
        purposes of calculating the foregoing amounts on any Business Day, any issuances
        or exchanges of Up-MACRO Tradeable Shares scheduled to settle on such Business
        Day shall be taken into account in making such calculations.

       

      (b) The
        Trustee's calculations pursuant to clause
        (a)
        of this Section
        4.1
        shall be conclusive and binding upon 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 Per Share Underlying Value of the Up-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
        of this
        Trust Agreement, by the Up-MACRO Holding Trustee pursuant to Section
        4.1
        of the
        Up-MACRO Holding Trust Agreement and by the Down-MACRO Holding Trustee pursuant
        to Section
        4.1
        of the
        Down-MACRO Holding Trust Agreement.

       

      


      
        
          
            
            

          

          
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      ARTICLE
        5

       

      DISTRIBUTIONS
        ON THE UP-MACRO TRADEABLE SHARES

       

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

       

      SECTION
        5.2 Distributions.
        The
        Trustee, on behalf of the Up-MACRO Tradeable Trust, shall make the following
        distributions from amounts on deposit in the Distribution Account:

       

      (a) Quarterly
        Distributions.
        On the Distribution Payment Date that follows each Distribution Date, the
        Trustee shall distribute to each Person who was a Registered Owner of the
        Up-MACRO Tradeable Shares as of the Record Date that preceded such Distribution
        Payment Date an amount equal to the portion of the Quarterly Distribution
        received by the Up-MACRO Tradeable Trust on the Up-MACRO Holding Shares it
        holds
        on deposit, in cash, for delivery thereof by the Depository to each Person
        who
        was a Beneficial Owner of Up-MACRO Tradeable Shares on such Record Date.
        

       

      (b) Final
        Distributions.
        On the Distribution Payment Date that follows the Final Scheduled Termination
        Date or an Early Termination Date, the Trustee shall distribute to each Person
        who was a Registered Owner of the Up-MACRO Tradeable Shares as of the Record
        Date that preceded such Distribution Payment Date an amount equal to the
        portion
        of the Final Distribution received by the Up-MACRO Tradeable Trust on the
        Up-MACRO Holding Shares it holds on deposit, in cash, for delivery thereof
        by
        the Depository to each Person who was a Beneficial Owner of Up-MACRO Tradeable
        Shares on such Record Date. 

       

      SECTION
        5.3 Payment
        of Fees and Expenses.
        All
        fees
        and expenses of the Up-MACRO Tradeable Trust shall be paid by the Up-MACRO
        Holding Trust pursuant to the provisions of Section
        5.3
        and
Section
        5.4
        of the
        Up-MACRO Holding Trust Agreement. The Trustee shall promptly deliver to the
        Up-MACRO Holding Trustee and the Administrative Agent, notice of and any
        documentation relating to any expense incurred by and on behalf of the Up-MACRO
        Tradeable Trust and any fee payable by the Up-MACRO Tradeable Trust.


       

      ARTICLE
        6

       

      EXCHANGES
        OF UP-MACRO TRADEABLE SHARES

       

      SECTION
        6.1 Exchanges
        in Connection with 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 Section
        6.1
        of the Up-MACRO Holding Trust Agreement (such redemption, a "Paired
        Optional Redemption").
        Any Authorized Participant who wishes to direct a Paired Optional Redemption
        pursuant to Section
        6.1
        of the Up-MACRO Holding Trust Agreement and who holds Up-MACRO Tradeable
        Shares,
        may direct an exchange and concurrent redemption of its Up-MACRO Tradeable
        Shares for their underlying Up-MACRO Holding Shares pursuant to and in
        accordance with the procedures specified in the Participants Agreement. The
        Authorized Participant directing the Paired Optional Redemption must be the
        Beneficial Owner of the Paired Holding Shares or the Up-MACRO and Down-MACRO
        Tradeable Shares which are being tendered for redemption, as shown on the
        records of the Depository.

       

      


      
        
          
            
            

          

          
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      (b) 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, the requisite number of Paired Holding Shares or Up-MACRO Tradeable
        Shares and Down-MACRO Tradeable Shares constituting at least one MACRO Unit
        or
        integral multiples thereof, plus
        the applicable Redemption Cash Component, if any, and the transaction fee
        as
        specified in Section
        6.1(d),
        and provide written or electronic evidence of such deposit to the Administrative
        Agent in accordance with the Participants Agreement. 

       

      (c) Pursuant
        to Section
        6.1(c)
        of the Up-MACRO Holding Trust Agreement, 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 Up-MACRO and Down-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
        Up-MACRO Tradeable Trust or Down-MACRO Tradeable Trust, the Holders of the
        Paired Holding Shares or the Holders of the Up-MACRO Tradeable Shares or
        Down-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 Up-MACRO
        Tradeable Trust to hold fifty percent or less of the Outstanding Up-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 Down-MACRO Holding Trustee has notified the Trustee
        that
        it has rejected the related Redemption Order or the related Exchange Order
        delivered under the Down-MACRO Holding Trust Agreement for one of the reasons
        described in Section
        6.1(c)
        of the Down-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 Section
        6.1(c)
        of the Up-MACRO and/or Down-MACRO Holding Trust Agreement.

       

      (d) A
        non-refundable transaction fee will be payable to the Up-MACRO Holding Trustee
        for its own account in the amount specified in Section
        7
        of the Participants Agreement in connection with each Redemption Order.


       

      (e) On
        any Distribution Date that is an Early Termination Date or the Final Scheduled
        Termination Date, the Trustee shall redeem all of the Up-MACRO Tradeable
        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 received on such date from the Up-MACRO Holding Trustee pursuant
        to
        the terms of the Up-MACRO Holding Trust Agreement. 

       

      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 Up-MACRO
        Holding Trust shall issue additional Up-MACRO Holding Shares contemporaneously
        with the issuance of additional Down-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. Any Authorized Participant who directs a Paired Issuance
        pursuant to Section
        6.2
        of the Up-MACRO Holding Trust Agreement shall be deemed (unless it has
        specifically directed that Paired Holding Shares be delivered to it) to direct
        the deposit of the Paired Holding Shares created in such Paired Issuance
        into
        the Up-MACRO Tradeable Trust and the issuance in exchange therefor of Up-MACRO
        Tradeable Shares which shall be delivered to the Authorized Participant pursuant
        to and in accordance with the procedures specified in the Participants
        Agreement. 

       

      


      
        
          
            
            

          

          
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      (b) Subject
        to the requirements and limitations set forth herein, in the Participants
        Agreement and in the Up-MACRO Holding Trust Agreement, the number of Up-MACRO
        Tradeable Shares that the Up-MACRO Tradeable Trust may issue is unlimited.
        

       

      (c) Pursuant
        to Section
        6.2(c)
        of the Up-MACRO Holding Trust Agreement, 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 Up-MACRO Tradeable Trust or Down-MACRO Tradeable
        Trust, the Holders of the Paired Holding Shares or the Holders of the Up-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
        Up-MACRO Tradeable Trust to hold fifty percent or less of the Outstanding
        Up-MACRO Holding Shares (vi) if the Down-MACRO Holding Trustee notifies the
        Trustee that the Creation Order for additional Down-MACRO Holding Shares
        has
        been or will be rejected by it, by the Administrative Agent on behalf of
        the
        Down-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 Up-MACRO Tradeable 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 Up-MACRO Holding Trustee
        for its own account in the amount specified in Section
        7
        of the Participants Agreement in connection with each Creation Order.


       

      SECTION
        6.3 Exchanges
        of Up-MACRO Tradeable Shares Other than in Paired Optional Redemptions or
        Paired
        Issuances.

       

      (a) On
        any Business Day, an Authorized Participant may submit an Exchange Order
        to the
        Administrative Agent requesting an exchange of its Up-MACRO Tradeable Shares
        for
        the underlying Up-MACRO Holding Shares, and the Administrative Agent, upon
        processing such Exchange Order, shall provide the Trustee with the requisite
        information needed in order to effectuate such order. The Administrative
        Agent
        shall provide such information at the times set forth in Attachment
        A-III
        to the Participants Agreement. The Trustee and the Administrative Agent,
        in
        effectuating each Exchange Order, shall follow the procedures set forth herein
        and in Attachment
        A-III
        to the Participants Agreement.

       

      


      
        
          
            
            

          

          
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      (b) The
        Administrative Agent will accept Exchange Orders only from Authorized
        Participants with respect to which the Participants Agreement is in full
        force
        and effect. 

       

      (c) After
        receiving an Authorized Participant's Exchange Order from the Administrative
        Agent, the Trustee will, as directed in such Exchange Order, either (i) withdraw
        Up-MACRO Holding Shares in an equal number to the Up-MACRO Tradeable Shares
        delivered by such Authorized Participant from the Securities Account and
        deliver
        those Up-MACRO Holding Shares to the Authorized Participant or (ii) deposit
        the
        Up-MACRO Holding Shares delivered by such Authorized Participant into the
        Up-MACRO Tradeable Trust and cause the Up-MACRO Tradeable Trust to deliver
        to
        such Authorized Participant Up-MACRO Tradeable Shares on deposit in the Netting
        Account on the applicable day of settlement, if any, and, if the Up-MACRO
        Tradeable Shares on deposit in the Netting Account are insufficient to satisfy
        such Exchange Order, to issue one Up-MACRO Tradeable Share for each Up-MACRO
        Holding Share delivered by it, in each case, in accordance with, and subject
        to
        the satisfaction of, the terms and conditions set forth in the Participants
        Agreement. 

       

      (d) Any
        Exchange Order is subject to suspension or delay by the Administrative Agent
        pursuant to Sections
        6.1(c),
        6.2(c)
        or 6.4,
        as applicable.

       

      SECTION
        6.4 Suspension
        or Delay of Settlement.

       

      (a) The
        Administrative Agent may, in its discretion, and will when so directed by
        the
        Depositor, suspend the right of exchange for the Up-MACRO Tradeable Shares,
        or
        postpone the date of settlement for any such exchange, 

       

      (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 Up-MACRO or Down-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 Up-MACRO Tradeable Shares or the Down-MACRO
        Tradeable Shares. 

       

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

       

      SECTION
        6.5 The
        Participants Agreement.

       

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

       

      


      
        
          
            
            

          

          
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      (b) The
        Trustee and the Administrative Agent shall only process Redemption Orders,
        Creation Orders and Exchange Orders from Authorized Participants who have
        executed a Participants Agreement that is in full force and effect at the
        time
        when the Redemption Order, the Creation Order or the Exchange 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, Paired Issuances and Exchange
        Orders.

       

      ARTICLE
        7

       

      [RESERVED].
        

       

      ARTICLE
        8

       

      REPORTING
        TO HOLDERS OF THE UP-MACRO TRADEABLE SHARES

       

      SECTION
        8.1 Calculations
        for the Up-MACRO Tradeable Shares.

       

      (a) On
        each Price Determination Day, the Trustee shall calculate and provide to
        the
        Administrative Agent for posting on the MACROshares Website, within the time
        period agreed upon between the Administrative Agent and the Trustee, the
        Per
        Share Underlying Value of an Up-MACRO Tradeable Share and the number of Up-MACRO
        Holding Shares on deposit in the Up-MACRO Tradeable Trust.

       

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

       

      (i) a
        record of the aggregate exchanges of Up-MACRO Tradeable Shares for the
        underlying Up-MACRO Holding Shares in connection with Paired Optional
        Redemptions or otherwise and the aggregate number of Up-MACRO Holding Shares
        deposited into the Up-MACRO Tradeable Trust in connection with Paired Issuances
        or otherwise; and

       

      (ii) the
        aggregate number of Up-MACRO Tradeable Shares Outstanding as of the date
        of the
        applicable report.

       

      (c) The
        Administrative Agent shall post all of the information calculated and provided
        to them by the Trustee pursuant to clause
        (a)
        of this Section
        8.1
        on the MACROshares Website on each Price Determination Day. 

       

      SECTION
        8.2 Periodic
        Reports.

       

      (a) After
        the end of each fiscal year, the Depositor shall prepare an annual report
        on
        Form 10-K for the Up-MACRO Tradeable 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 calendar quarter, the Depositor shall prepare a quarterly
        report
        on Form 10-Q for the Up-MACRO Tradeable 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 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:

       

      (a) the
        occurrence of a Trustee Termination Event;

       

      (b) the
        appointment of a Successor Trustee;

       

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

       

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

       

      (e) the
        occurrence of a Termination Trigger;

       

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

       

      (g) 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

       

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

       

      SECTION
        8.4 Listing
        of the Up-MACRO Tradeable Shares.
        The
        Depositor shall use its best efforts to obtain and maintain the listing of
        the
        Up-MACRO Tradeable Shares on a national stock exchange. Within three (3)
        Business Days following receipt of notice of any actual, proposed or
        contemplated de-listing of the Up-MACRO Tradeable Shares by any such stock
        exchange, the Depositor shall terminate the listing on such stock
        exchange.

       

      


      
        
          
            
            

          

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

       

      SECTION
        8.6 Trust
        Accounting Agent Responsibilities.
        The
        Trustee, in its capacity as the Trust Accounting Agent, shall maintain a
        system
        of internal accounting controls sufficient to provide reasonable assurance
        that
        (i) transactions are executed in accordance with this Trust Agreement and
        the
        Trustee's duties hereunder; (ii) transactions with respect to the Up-MACRO
        Tradeable Trust and notified to the Trustee are recorded as necessary to
        permit
        preparation of financial statements and to maintain accountability for the
        Trust
        Assets; and (iii) the Trust Assets are held for the Up-MACRO Tradeable 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 Up-MACRO Tradeable Trust, the Trustee, the Holders
        of
        the Up-MACRO Tradeable Shares or any other Person for taking any action or
        for
        refraining from taking any action in good faith in their capacities as
        Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant
        to
        this Trust Agreement; provided,
        however,
        that
        this provision shall not protect the Depositor, MacroMarkets LLC, MACRO
        Financial, LLC or any of their respective directors, officers, employees
        or
        agents against any liability which would otherwise be imposed by reason of
        willful misfeasance, bad faith or gross negligence in the performance of
        its
        duties or by reason of reckless disregard of its obligations and duties
        hereunder. The Depositor, MacroMarkets LLC, MACRO Financial, LLC and each
        of
        their respective directors, officers, employees and agents may rely in good
        faith on any document of any kind prima facie properly executed and submitted
        by
        any Person (other than, in the case of the Depositor, the Depositor, in the
        case
        of MacroMarkets LLC, MacroMarkets LLC and, in the case of MACRO Financial,
        LLC,
        MACRO Financial, LLC) respecting any matters arising hereunder.

       

      


      
        
          
            
            

          

          
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      SECTION
        9.3 Liabilities;
        Indemnification.

       

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

      


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

       

      (c) The
        Depositor and its members, managers, officers, employees, affiliates (as
        such
        term is defined in Regulation S-X of the Securities Act) and subsidiaries
        (each,
        a "Depositor
        Indemnified Party")
        shall be indemnified by the Up-MACRO Tradeable Trust and held harmless against
        any loss, liability or expense incurred hereunder without (1) gross negligence,
        bad faith, willful misconduct or willful malfeasance on the part of such
        Depositor Indemnified Party arising out of or in connection with the performance
        of its obligations hereunder or any actions taken in accordance with the
        provisions of this Trust Agreement or (2) reckless disregard on the part
        of such
        Depositor Indemnified Party of its obligations and duties under this Trust
        Agreement. Each Depositor Indemnified Party shall also be indemnified by
        the
        Up-MACRO Tradeable Trust and held harmless against any loss, liability or
        expense arising under the 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 Up-MACRO Tradeable Trust of the
        costs
        and expenses incurred by such Depositor Indemnified Party in defending itself
        against any such indemnified claim or liability.

       

      (d) Any
        obligation owed by the Up-MACRO Tradeable Trust pursuant to this Section
        9.3
        shall be paid by the Up-MACRO Holding Trust in accordance with the provisions
        of
Section
        5.3
        of the Up-MACRO Holding Trust Agreement.

       

       

      
        
          
          

        

        
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      ARTICLE
        10

       

      MATTERS
        RELATING TO THE

      ADMINISTRATIVE
        AGENT AND THE MARKETING AGENT

       

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

       
        

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

       

      SECTION
        10.3 Limitation
        on Liability of the Administrative Agent.
        Neither
        the Administrative Agent nor any of the directors, officers, employees or
        agents
        of the Administrative Agent shall be under any liability to the Up-MACRO
        Tradeable Trust, the Trustee, the Holders of the Up-MACRO Tradeable 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 Down-MACRO Holding Trustee,
        the
        Up-MACRO Holding Trustee, the Down-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 Up-MACRO Tradeable 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
        Up-MACRO Tradeable Shares and the rights and duties of the parties
        hereto.

       

      SECTION
        10.4 Administrative
        Agent Indemnification of the Up-MACRO Tradeable Trust and the
        Trustee.
        The
        Administrative Agent shall indemnify and hold harmless the Up-MACRO Tradeable
        Trust, the Depositor and the Trustee and their respective officers, directors,
        employees and agents (each, an "Administrative
        Agent Indemnified Party")
        from
        and against any loss, liability, expense, damage or injury suffered or sustained
        by reason of any acts or omissions of the Administrative Agent under this
        Trust
        Agreement, including any judgment, award, settlement, reasonable attorneys'
        fees
        and other costs or expenses incurred in connection with the defense of any
        action, proceeding or claim; provided,
        however,
        that
        the Administrative Agent shall not indemnify the Trustee if such acts or
        omissions, or alleged acts or omissions, constitute or are caused by fraud,
        negligence, or willful misconduct of the Trustee; provided,
        further
        that the
        Administrative Agent shall not indemnify the Depositor if such acts or
        omissions, or alleged acts or omissions, constitute or are caused by fraud,
        gross negligence, or willful misconduct of the Depositor; provided,
        further,
        that
        the Administrative Agent shall not indemnify the Up-MACRO Tradeable Trust
        or the
        Holders of the Up-MACRO Tradeable Shares for any liabilities, costs or expenses
        of the Up-MACRO Tradeable Trust with respect to any action taken by the Trustee
        at the request of the Holders of the Up-MACRO Tradeable Shares; provided,
        further,
        that
        the Administrative Agent shall not indemnify the Up-MACRO Tradeable Trust
        or the
        Holders of the Up-MACRO Tradeable 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 Up-MACRO Tradeable Shares; and provided,
        further,
        that
        the Administrative Agent shall not indemnify the Up-MACRO Tradeable Trust
        or the
        Holders of the Up-MACRO Tradeable Shares for any liabilities, costs or expenses
        of the Up-MACRO Tradeable Trust or the Holders of the Up-MACRO Tradeable
        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 Up-MACRO Tradeable Trust or the Holders
        of
        the Up-MACRO Tradeable 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 Up-MACRO Tradeable 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.
        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. Notwithstanding anything herein
        to
        the contrary, the Administrative Agent shall not assign any of its duties
        and
        responsibilities hereunder, provided,
        that
        the Administrative Agent shall be entitled to assign or pledge its right
        to
        receive the Up-MACRO Administration and Marketing Fee hereunder to any third
        party. 

       

      SECTION
        10.6 Resignation
        or Removal of Administrative Agent.

       

      (a) An
        Administrative Agent 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
        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, the Trustee and
        each
        Registered Owner, which shall become effective on the date specified in such
        instrument; provided,
        however,
        that no such resignation of a Administrative Agent shall become
        effective:

       

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

       

      


      
        
          
            
            

          

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

       

      If
        no
        Successor Administrative Agent shall have been appointed and accepted such
        appointment within thirty (30) days after delivery to the Depositor and the
        Up-MACRO Tradeable Trust of an instrument of resignation, the resigning
        Administrative Agent may petition at the expense of the Up-MACRO Tradeable
        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 the
        Up-MACRO Holding 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 or any of its directors, officers, employees or agents
        shall
        be under any liability to the Up-MACRO Tradeable Trust, the Trustee, the
        Administrative Agent, the Holders of the Up-MACRO Tradeable 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 Down-MACRO Holding Trustee, the Up-MACRO Holding Trustee, the Down-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 Up-MACRO
        Tradeable Shares sufficient to hold it harmless from such liability.


       

      SECTION
        10.10 Marketing
        Agent Indemnification of the Up-MACRO Tradeable Trust and the
        Trustee.
        The
        Marketing Agent shall indemnify and hold harmless the Up-MACRO Tradeable
        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 Up-MACRO Tradeable Trust or the
        Holders of the Up-MACRO Tradeable Shares for any liabilities, costs or expenses
        of the Up-MACRO Tradeable Trust with respect to any action taken by the Trustee
        at the request of the Holders of the Up-MACRO Tradeable Shares; provided,
        further,
        that
        the Marketing Agent shall not indemnify the Up-MACRO Tradeable Trust or the
        Holders of the Up-MACRO Tradeable 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 Up-MACRO Tradeable Shares; and provided,
        further,
        that
        the Marketing Agent shall not indemnify the Up-MACRO Tradeable Trust or the
        Holders of the Up-MACRO Tradeable Shares for any liabilities, costs or expenses
        of the Up-MACRO Tradeable Trust or the Holders of the Up-MACRO Tradeable
        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 Up-MACRO Tradeable Trust or the Holders
        of
        the Up-MACRO Tradeable 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 Up-MACRO Tradeable 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.
        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. 

       

       

      
        
          
          

        

        
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      ARTICLE
        11

       

      EARLY
        TERMINATION

       

      SECTION
        11.1 Termination
        Triggers.

       

      (a) The
        Up-MACRO Tradeable 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 Up-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 Up-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 Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO
        Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register
        as an "investment company" under the Investment Company Act; provided,
        that the failure of the Up-MACRO Tradeable Trust to hold at least a majority
        of
        the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust
        to
        hold at least a majority of the Down-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 Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO
        Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool
        that is regulated under the CEAct;

       

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

       

      (vi) the
        Administrative Agent resigns or is unable to perform its duties under the
        Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement
        or
        becomes bankrupt or insolvent, and no suitable replacement is willing and
        able
        to assume the duties of the Administrative Agent under such
        agreements;

       

      


      
        
          
            
            

          

          
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      (vii) the
        Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3%
        of the
        Holders of the Up-MACRO Holding Trust and the Down-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 Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO
        Tradeable Trust or the Down-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 Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO
        Tradeable Trust or the Down-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 Up-MACRO Holding Trust,
        the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-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 Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO
        Tradeable Trust or the Down-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 Up-MACRO Holding
        Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the
        Down-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 Up-MACRO Holding
        Trust
        or the Down-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 Up-MACRO Holding
        Trust
        or the Down-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, in either case, the Depositor elects to terminate the Paired Holding
        Trusts.

       

      (b) On
        the next Distribution Date following the occurrence of a Termination Trigger
        (an
        "Early
        Termination Date"),
        the Trustee shall make a Final Distribution on all Outstanding Up-MACRO
        Tradeable Shares, as set forth in Section
        5.2.
        Upon receipt of this Final Distribution on the related Distribution Payment
        Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed
        in full.

       

      (c) The
        Administrative Agent will be responsible for notifying the Depositor and
        the
        Trustee of the occurrence of the Termination Trigger set forth in any of
        the
        following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section
        11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining
        knowledge of the occurrence of any of the other Termination Triggers described
        above, 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 Down-MACRO Holding
        Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee
        and
        the Registered Owners of the Up-MACRO Holding Shares. 

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      (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 Up-MACRO Tradeable Trust at any time holds less than a
        Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable
        Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares,
        the Administrative Agent shall be permitted to seek to restore such Majority
        ownership by the Up-MACRO Tradeable Trust and/or the Down-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 Up-MACRO or Down-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 any Quarterly Distribution is received by the Up-MACRO Tradeable
        Trust on its Up-MACRO Holding Shares, a failure by the Trustee to pass through
        such Quarterly Distribution, which failure continues unremedied for a period
        of
        five (5) or more Business Days;

       

      (b) to
        the extent that any Final Distribution is received by the Up-MACRO Tradeable
        Trust on its Up-MACRO Holding Shares, a failure by the Trustee to pass through
        such Final Distribution, which failure continues unremedied for a period
        of five
        (5) or more Business Days;

       

      (c) 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;

       

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

       

      (e) 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;
        

       

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

       

      


      
        
          
            
            

          

          
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      (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.

       

      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 Up-MACRO Tradeable 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 Liability
        of Trustee.

       

      (a) 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. The Trustee shall give prompt written notice to the Depositor
        and the Administrative Agent of any material lack of conformity of any such
        instrument to the applicable provisions of this Trust Agreement. 

       

      (b) 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
        relating to the time, place or method of conducting any proceeding for any
        remedy available to the Trustee, or exercising any trust or power conferred
        upon
        the Trustee, under this Trust Agreement.

       

       

      
        
          
          

        

        
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      (c) 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.

       

      (d) The
        Trustee shall have no power to vary the corpus of the Up-MACRO Tradeable
        Trust.

       

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

      
      

       

      SECTION
        13.2 Rights
        of the Trustee.

       

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

       

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

       

      (c) The
        Trustee shall be under no obligation to exercise any of the rights or powers
        vested in it by this Trust Agreement or to institute, conduct or defend any
        litigation in relation to this Trust Agreement at the request, order or
        direction of any of the Holders of the Up-MACRO Tradeable 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(b)
        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 Aggregate Par Amount of the Up-MACRO Tradeable
        Shares. 

       

      (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 or any other Person in connection with
        their
        duties under this Trust Agreement or in connection with the Up-MACRO
        Tradeable Trust generally.

       

      


      
        
          
            
            

          

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

       

      SECTION
        13.3 Trustee
        Not Liable for Recitals in Up-MACRO Tradeable Shares.
        The
        Trustee assumes no responsibility for the correctness of the recitals contained
        herein and in the Up-MACRO Tradeable Shares (other than the certificate of
        authentication on the Up-MACRO Tradeable 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 Up-MACRO Tradeable Shares (other than the certificate
        of
        authentication on the Up-MACRO Tradeable Shares).

      


      SECTION
        13.4 Holders
        May Direct Trustee.
        Holders
        of Up-MACRO Tradeable 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
        permitted 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
        of the
        Up-MACRO Holding Trust Agreement, and the Trustee shall be entitled to receive,
        on each Distribution Payment Date, the Up-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 Up-MACRO Tradeable
        Trust
        and the Up-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 by the Up-MACRO Holding Trust and held harmless against any
        loss,
        liability or expense (a) arising out of or in connection with the acceptance
        or
        administration of the Up-MACRO Tradeable Trust and any actions taken in
        accordance with the provisions of this Trust Agreement or that arises out
        of or
        is related to any offer or sale of Up-MACRO Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable Trust
        of
        the costs and expenses incurred by such Trustee Indemnified Party in
        investigating or defending itself against any claim or liability relating
        to
        this Trust Agreement or the Up-MACRO Tradeable Trust, including any loss,
        liability or expense incurred in acting pursuant to written directions or
        instructions given by the Depositor or counsel to the Up-MACRO Tradeable
        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)
        hereof,
        to protect the Up-MACRO Tradeable 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 in accordance with the provisions of Section
        5.3
        of the
        Up-MACRO Holding Trust Agreement or shall be secured by a lien on the Up-MACRO
        Holding Trust.

       

      


      
        
          
            
            

          

          
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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 Down-MACRO Tradeable Trust, the
        Up-MACRO Holding Trust and the Down-MACRO Holding 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 Up-MACRO
        Tradeable Trust, the Depositor, the Administrative Agent and the resigning
        Trustee; or

       

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

       

      


      
        
          
            
            

          

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

       

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

      


      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 Up-MACRO Tradeable Shares,
        voting by Aggregate Par Amount, the compensation to be paid to the Successor
        Trustee may not be greater than the compensation paid to the terminated Trustee
        hereunder.

       

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

       

      


      
        
          
            
            

          

          
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      SECTION
        13.11 Appointment
        of Co-Trustee or Separate Trustee.

       

      (a) Notwithstanding
        any other provisions of this Trust Agreement, the Trustee shall have the
        power
        and may execute and deliver all instruments to appoint, at any time, one
        or more
        Persons to act as a co-trustee or co-trustees, or a separate trustee or separate
        trustees, of all or any part of the Trust Assets, and to vest in such Person
        or
        Persons, in such capacity and for the benefit of the Holders of the Up-MACRO
        Tradeable 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 Down-MACRO Tradeable Trust Agreement, the Up-MACRO Holding Trust
        Agreement and the Down-MACRO Holding 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
Sections
        13.8
        and 13.9.
        No notice to Holders of the Up-MACRO Tradeable Shares of the appointment
        of any
        co-trustee or separate trustee shall be required under this Section
        13.11;
        provided,
        that the Trustee shall provide notice of each such appointment to the Depositor
        and the Administrative Agent.

      


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

       

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

       

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

       

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

       

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

       

      


      
        
          
            
            

          

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

       

      SECTION
        13.12 Books,
        Records; Taxes; Audit.

       

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

      


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

       

      (c) The
        Depositor shall prepare or cause to be prepared, and the Trustee shall sign
        (if
        it is determined that the Trustee's signature is required thereon) and file
        any
        tax returns required to be filed by the Up-MACRO Tradeable Trust. The Depositor
        shall also prepare or cause to be prepared all tax information required by
        law
        to be distributed to Holders of the Up-MACRO Tradeable Shares. The Trustee,
        the
        Calculation Agent, the Marketing 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 Up-MACRO Tradeable Shares under any present or future law
        of the
        United States of America or imposed by any taxing authority having jurisdiction
        over the Up-MACRO Tradeable 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 by or on behalf
        of
        the Up-MACRO Holding Trust in accordance with the provisions of Section
        5.3
        of the Up-MACRO Holding Trust Agreement and the payment of such amounts shall
        be
        secured by a lien on the Up-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, the Up-MACRO Tradeable Trust, the Up-MACRO Holding Trust
        Agreement or the Up-MACRO Holding Trust, or the resignation or removal of
        the
        Trustee or the Administrative Agent. 

       

      


      
        
          
            
            

          

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

       

      SECTION
        13.13 Trustee
        May Enforce Claims Without Possession of Up-MACRO Tradeable
        Shares.
        All
        rights of action and claims under this Trust Agreement or the Up-MACRO Tradeable
        Shares may be prosecuted and enforced by the Trustee without the possession
        of
        any of the Up-MACRO Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable Shares. 

       

      SECTION
        13.15 Maintenance
        of Office or Agency.
        The
        Trustee shall maintain at its expense an office or agency (the "Corporate
        Trust Office")
        where
        notices and demands to or upon the Trustee in respect of the Up-MACRO Tradeable
        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
        Up-MACRO Tradeable Shares of any change in the location of the Corporate
        Trust
        Office.

       

      ARTICLE
        14

       

      TERMINATION

       

      SECTION
        14.1 Termination
        of Trust.
        The
        Up-MACRO Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable Trust, the Trustee shall wind up the
        activities and affairs of the Up-MACRO Tradeable Trust and shall cause its
        certificate of designation to be cancelled by filing a certificate of
        cancellation with the New York Secretary of State, terminating the Up-MACRO
        Tradeable 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 "Per
        Share Underlying Value"
        of the Up-MACRO Tradeable Shares or any constituent defined terms that are
        a
        part of the foregoing defined term; or (ii) to modify the rule that one Up-MACRO
        Tradeable Share shall be issued for each Up-MACRO Holding Share that is
        deposited into the Up-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 Up-MACRO Tradeable 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 Holding Trust Agreement or the Down-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 Up-MACRO
        Tradeable 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 Up-MACRO Tradeable Shares or to modify any
        provisions of this Trust Agreement in any manner that does not adversely
        affect
        any Holder of Up-MACRO Tradeable Shares or 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 directing
        and
        settling Creation Orders, Redemption Orders and Exchange Orders set forth
        herein
        in connection with an amendment of the Participants Agreement entered into
        among
        the Trustee, the Down-MACRO Tradeable Trustee, the Up-MACRO Holding Trustee,
        the
        Down-MACRO Holding 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 no amendment to this Trust Agreement may be made if it would have the
        effect of causing the Up-MACRO Tradeable Trust to be classified other than
        as a
        grantor trust for U.S. federal income tax purposes; provided,
        further,
        that no amendment of this Trust Agreement may be made if it would have the
        effect of causing the Up-MACRO Tradeable 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. 

       

      (c) Subject
        to clause
        (a)
        of this Section
        15.1,
        this Trust Agreement may also be amended from time to time with the written
        consent of the Depositor, the Administrative Agent and the Trustee and the
        written consent of the Holders of Up-MACRO Tradeable Shares evidencing not
        less
        than a majority of the Aggregate Par Amount, for the purpose of adding any
        provisions to or changing in any manner or eliminating any of the provisions
        of
        this Trust Agreement or of modifying in any manner the rights of the Holders
        of
        the Up-MACRO Tradeable Shares; provided,
        that no amendment to this Trust Agreement may be made if it would have the
        effect of causing the Up-MACRO Tradeable Trust to be classified other than
        as a
        grantor trust for U.S. federal income tax purposes; provided further,
        that, without the written consent of each Holder of the Up-MACRO Tradeable
        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
        Up-MACRO Tradeable Shares; or (ii) reduce the percentage of Holders that
        are
        required to consent to any of the foregoing amendments. 

       

      


      
        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        

      

       

      (d) Subject
        to clause
        (a)
        of this Section
        15.1,
        this Trust Agreement may be amended at any time prior to the initial issuance
        of
        Up-MACRO Tradeable Shares 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) Promptly
        after the execution of any amendment or consent pursuant to this Section
        15.1,
        the Trustee shall furnish notification of the substance of such amendment
        or
        consent to each Registered Owner and the Depositor shall prepare and file
        a Form
        8-K with the SEC setting forth the provisions of such amendment.

       

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

       

      (g) Holders
        evidencing not less than a majority of the Aggregate Par Amount may waive
        any
        default by the Depositor, the Trustee, or the Administrative Agent in the
        performance of their obligations hereunder and its consequences, except the
        failure to make any distributions required to be made to Holders of the Up-MACRO
        Tradeable Shares. 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable 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
        Up-MACRO Tradeable Trust shall continue to offer or sell Up-MACRO Tradeable
        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 Up-MACRO Holding Trust in accordance with
        the
        provisions of Section
        5.3
        of the
        Up-MACRO Holding Trust Agreement.

       

      


      
        
          
            
            

          

          
            50

            
              

            

          

          
            
            

          

        

      

       

      SECTION
        15.3 Prospectus
        Delivery.
        The
        Administrative Agent shall, if required to do so under the federal securities
        laws of the United States, deliver at the time of issuance of any Up-MACRO
        Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable Shares and the Trustee hereunder in
        and to
        all property comprising the Trust Assets. The Depositor shall deliver to
        the
        Trustee file-stamped copies of, or filing receipts for, any document recorded,
        registered or filed as provided above, as soon as available following such
        recording, registration or filing.

       

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

       

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

       

      SECTION
        15.5 Limitation
        on Rights of Holders of the Up-MACRO Tradeable Shares.

       

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

       

      


      
        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

        

      

       

      (b) No
        Holder of the Up-MACRO Tradeable 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 Up-MACRO Tradeable Trust, or the obligations
        of the parties hereto, nor shall any Holder of the Up-MACRO Tradeable 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 Up-MACRO Tradeable 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 Up-MACRO Tradeable
        Shares representing the beneficial ownership of at least 66 and 2/3% of all
        Outstanding Up-MACRO Tradeable 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 Up-MACRO Tradeable 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
        Up-MACRO Tradeable Shares, to obtain or seek to obtain priority over or
        preference to any other Holder of the Up-MACRO Tradeable 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 Up-MACRO
        Tradeable Shares. For the protection and enforcement of the provisions of
        this
Section
        15.5,
        each and every Holder and the Trustee shall be entitled to such relief as
        can be
        obtained either at law or in equity.

      


      SECTION
        15.6 Certain
        Rights of Holders of Up-MACRO Tradeable Shares; Voting.

       

      (a) Each
        Holder of Up-MACRO Tradeable Shares shall be able to vote on all matters
        on
        which shareholders may or are required to vote under this Trust Agreement
        for
        the Up-MACRO Tradeable Shares. Holders of Up-MACRO Tradeable Shares evidencing
        not less than 66 and 2/3% of the Aggregate Par Amount shall have the right
        to
        direct the time, place and method of conducting any proceeding for any remedy
        available to the Trustee, or exercising any trust or power conferred on the
        Trustee relating to such proceeding; provided,
        however,
        that, subject to Section
        15.1,
        the Trustee shall have the right to decline to follow any such direction
        if the
        Trustee, being advised by counsel, determines that the action so directed
        may
        not lawfully be taken, or if a Trust Officer in good faith determines that
        the
        proceedings so directed would be illegal or involve the Trustee in personal
        liability or be unduly prejudicial to the rights of Holders of the Up-MACRO
        Tradeable 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 that is not inconsistent with
        such
        direction or with the limitations imposed by Section
        2.3
        and Section
        3.1(b)
        hereof.

       

      (b) The
        Holders of the Up-MACRO Tradeable Shares shall be entitled to direct the
        Trustee
        in the exercise of the voting rights associated with the Up-MACRO Holding
        Shares
        held on deposit in the Up-MACRO Tradeable Trust. Each Holder of Up-MACRO
        Tradeable Shares shall be entitled to vote an equal number of Up-MACRO Holding
        Shares as the number of Up-MACRO Tradeable Shares owned by such Holder.


       

      


      
        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

        

      

       

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

       

      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

              


      

       

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      
        	
                If
                  to the Trustee, to:

              	
                State
                  Street Bank and Trust Company

                200
                  Clarendon Street

                Boston,
                  Massachusetts 02116

                Attention:
                  Timothy McGowan

                Facsimile:
                  (617) 937-6933

              
	 	 
	
                With
                  a copy to:

              	
                State
                  Street Bank and Trust Company

                200
                  Clarendon Street

                Boston,
                  Massachusetts 02116

                Attention:
                  Andrew Josef

                Facsimile:
                  (617) 937-6933

              
	 	 
	
                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 Up-MACRO
        Tradeable 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 Up-MACRO Tradeable Shares or the rights of the Holders
        of
        the Up-MACRO Tradeable Shares.

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

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

       

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

       

      SECTION
        15.13 Non-Petition
        Covenant; No Proceedings.

       

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

       
        

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

       

      SECTION
        15.14 No
        Waiver; Cumulative Remedies.
        No
        failure by the Trustee or the Holders of the Up-MACRO Tradeable 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 Up-MACRO Holding Shares, the Holders of the
        Down-MACRO Holding Shares, the Holders of the Up-MACRO Tradeable Shares,
        the
        Holders of the Down-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.

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

      SECTION
        15.17 Actions
        or Notices by Holders of the Up-MACRO Tradeable Shares.

       

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

       

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

       

      


      
        
          
            
            

          

          
            56

            
              

            

          

          
            
            

          

        

      

      EXHIBIT
        4.2.2

      


      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
        Up-MACRO Tradeable 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
        a
        Marketing Agent

       

      By:     
        /s/ Samuel Masucci, III

      
        
Name:
        Samuel Masucci, III

      Title:
        Chief Executive Officer

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        A

       

       

      FORM
        OF
        GLOBAL CERTIFICATE

       

      CERTIFICATE
        OF BENEFICIAL INTEREST

       

      -Evidencing-

       

      All
        Undivided Interests

       

      -in-


       

      MACROSHARES
        OIL UP TRADEABLE TRUST

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT
        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 IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

      


      This
        is
        to certify that CEDE & CO. is the owner and registered holder of this
        Certificate, which is one of a duly authorized issue of Certificates designated
        as MACROshares Oil Up Tradeable Share Certificates (the "Cetificates")
        evidencing in the aggregate the ownership of all issued and outstanding
        MACROshares Oil Up Tradeable Shares ("Shares"), each of rich represents a
        fractional undivided interest in the MACROshares Oil Up Tradeable Trust
        ("Trust"),
        created under the laws of the State of New York by the Second Amended and
        Restated MACROshares Oil Up Tradeable Trust Agreement, dated as of August
        27,
        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 an issuance of one or more units which constitutes 50,000
        MACROshares Oil Up shares (the "Up
        MACRO Holding Shares")
        and
        50,000 MACROshares Oil Down Holding Shares (the "Down
        MACRO Holding Shares"),
        which
        represent a fractional undivided interest in the MACROshares Oil Up Holding
        Trust and the MACROshares Oil Down Holding Trust (the "Paired
        Holding Trusts"),
        respectively, or integral thereof, and the concurrent exchange of the Up-MACRO
        Holding Shares to the Shares and the Down MACRO Holding Shares to MACROshares
        Oil Down Tradeable Shares (the "Down
        MACRO Tradeable Shares"),
        which
        represent a fractional undivided interest in the MACROshares Oil Down Tradeable
        Trust. In addition, the Agreement provides for the discretionary one-to-one
        exchange of existing Up MACRO Holding Shares into the Shares, in 50,000
        increments of the Up-MACRO Holding Shares. 

       

      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 receives from the Up-MACRO
        Holding Trust, 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 Down MACRO Tradeable
        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, to exchange such shares into Up-MACRO Holding Shares and Down MACRO
        Holding Shares, respectively, and concurrently redeem the exchanged shares,
        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 Up-MACRO Holding Trust for the shares tendered. The Register
        holder of the Shares can also exchange its Shares into Up-MACRO Holding Shares
        in increments of 50,000 Shares.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


       

      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 Up-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.

       

      The
        trustee will not enter into any amendment or modification which would alter
        the
        status of the 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 underlying value.

       

      The
        Register holder of the Shares shall be entitled, in addition to its voting
        rights as to the Trust, to direct the Trustee in the exercise of the voting
        rights associated with the Up-MACRO Holding Shares held on deposit in the
        Trust,
        in accordance with and subject to the provisions of the Agreement. 

       

      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.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


       

      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:
        ___________, 2007

       

       

      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:
        ___________, 2007

      


      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      EXHIBIT
        B

       

       

      FORM
        OF
        PARTICIPANTS AGREEMENT

       

      


      Filed
        as
        Exhibit 4.3 to this Registration Statement

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      EXHIBIT
        C

       

       

      FORM
        OF
        MACRO LICENSING AGREEMENT

       

      


      Filed
        as
        Exhibit 4.7 to this Registration Statement

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      EXHIBIT
        D

       

       

      NYMEX
        SUBLICENSING AGREEMENT

       

      


      Filed
        as
        Exhibit 4.8 to this Registration Statement