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HOLDING TRUST AGREEMENT

Trust Agreement

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Title: HOLDING TRUST AGREEMENT
Governing Law: New York     Date: 6/19/2006

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                                                                     Exhibit 4.1

                                    FORM OF
                         MACROSHARES DOWN OIL BENCHMARK
                            HOLDING TRUST AGREEMENT


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                        MACRO SECURITIES DEPOSITOR, LLC,
                                 as Depositor,


                           [                         ],
                  not in its individual capacity but solely as
                                    Trustee


                                      and


                           [                         ],
                  not in its individual capacity but solely as
                     Administrative Agent and Marketing Agent






                  MACROSHARES DOWN OIL BENCHMARK HOLDING TRUST


                                TRUST AGREEMENT










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                               TABLE OF CONTENTS


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                                   ARTICLE I

                                   DEFINITIONS

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Section 1.1        Definitions.....................................................................................2
Section 1.2        Other Definitional Provisions..................................................................18

                                   ARTICLE II

                     CREATION AND DECLARATION OF THE TRUST;
                 FORM OF THE CERTIFICATES; THE INITIAL DEPOSIT;
                     DELIVERY, REGISTRATION OF TRANSFER AND
                     SURRENDER OF DOWN-MACRO HOLDING SHARES

Section 2.1        Initial Deposit................................................................................19
Section 2.2        Acceptance by Trustee..........................................................................19
Section 2.3        Limited Purpose of the Down-MACRO Holding Trust................................................19
Section 2.4        Representations and Warranties of the Depositor................................................19
Section 2.5        Form of Certificates; Book-Entry System; Transferability of Down-MACRO Holding Shares..........21
Section 2.6        Paired Subsequent Issuances....................................................................25
Section 2.7        Down-MACRO Recapitalization Issuance Following a Recapitalization Event........................26
Section 2.8        Down-MACRO Recapitalization Condition..........................................................27

                                  ARTICLE III

        APPOINTMENT OF THE TRUSTEE, ADMINISTRATIVE AND MARKETING AGENT;
             THE ADMINISTRATION AND REINVESTMENT OF THE TREASURIES;
                           ESTABLISHMENT OF ACCOUNTS

Section 3.1        Acceptance of Appointment and Matters Relating to the Trustee..................................28
Section 3.2        Representations, Warranties and Covenants of the Trustee.......................................29
Section 3.3        Acceptance of Appointment and Matters Relating to the Administrative and Marketing Agent.......30
Section 3.4        Representations, Warranties and Covenants of the Administrative Agent and Marketing Agent......31
Section 3.5        Establishment of the Securities Account........................................................33
Section 3.6        Establishment of the Distribution Account......................................................34
Section 3.7         Administration of Treasuries...................................................................35
Section 3.8        Establishment of the Fee Payment Account.......................................................36
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                                   ARTICLE IV

                                  CALCULATIONS

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Section 4.1        Calculations on Price Determination Days.......................................................37
Section 4.2        Calculation of Intraday Indicative Values......................................................38
Section 4.3        Calculation of Income Distribution Payments and Settlement Payments............................39
Section 4.4        Calculations Relating to Paired Subsequent Issuances...........................................39

                                   ARTICLE V

                RIGHTS OF HOLDERS OF THE DOWN-MACRO HOLDING SHARES

Section 5.1        Rights of Holders of the Down-MACRO Holding Shares.............................................39
Section 5.2        Priority of Payments...........................................................................40
Section 5.3        Payment of Expenses............................................................................41
Section 5.4        Payment of Fees................................................................................42
Section 5.5        Payments under the Income Distribution Agreement...............................................42
Section 5.6        Payments under the Settlement Contracts........................................................43

                                    ARTICLE VI

                  REDEMPTIONS OF THE DOWN-MACRO HOLDING SHARES

Section 6.1        Paired Optional Redemptions....................................................................43
Section 6.2        Mandatory Redemptions..........................................................................45
Section 6.3        Redemptions on Early Termination Date and Final Scheduled Termination Date.....................45
Section 6.4        Settlement of the Settlement Contracts.........................................................45
Section 6.5        Settlement.....................................................................................45

                                  ARTICLE VII

                          CAPITAL ACCOUNTS OF HOLDERS
                     AND OPERATION THEREOF; TAX ALLOCATIONS

Section 7.1        Capital Contributions..........................................................................47
Section 7.2        Capital Accounts; Allocations..................................................................47
Section 7.3        Regulatory and Related Allocations.............................................................48
Section 7.4        Transfer of or Change in Down-MACRO Holding Shares.............................................50
Section 7.5        Tax Allocations................................................................................50
Section 7.6        Determination of Certain Matters...............................................................52
Section 7.7        No Deficit Makeup..............................................................................52
Section 7.8        U.S. Partnership Tax Treatment.................................................................52
Section 7.9        Definitions....................................................................................53

                                  ARTICLE VIII

              REPORTS TO HOLDERS OF THE DOWN-MACRO HOLDING SHARES

Section 8.1        Reports to Holders of the Down-MACRO Holding Shares............................................54
Section 8.2        Form 8-K Disclosure............................................................................57
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                                   ARTICLE IX

                    OTHER MATTERS RELATING TO THE DEPOSITOR

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Section 9.1        Liability of the Depositor.....................................................................57
Section 9.2        Limitations on Liability of the Depositor......................................................57
Section 9.3        Liabilities; Indemnification...................................................................58

                                   ARTICLE X

                  MATTERS RELATING TO THE ADMINISTRATIVE AGENT

Section 10.1       Role of the Administrative Agent...............................................................59
Section 10.2       Liability of the Administrative Agent..........................................................59
Section 10.3       Limitation on Liability of the Administrative Agent and Others.................................59
Section 10.4       Administrative Agent Indemnification of the Down-MACRO Holding Trust and the Trustee...........59
Section 10.5       Delegation of Duties...........................................................................60

                                    ARTICLE XI

                     EARLY TERMINATION AND RECAPITALIZATION

Section 11.1       Recapitalization Events........................................................................61
Section 11.2       Termination Triggers...........................................................................61

                                  ARTICLE XII

                           TRUSTEE TERMINATION EVENTS

Section 12.1       Trustee Termination Events.....................................................................63
Section 12.2       Force Majeure..................................................................................63
Section 12.3       Notification to Holders of the Down-MACRO Holding Shares.......................................64

                                  ARTICLE XIII

                                  THE TRUSTEE

Section 13.1       Duties of Trustee..............................................................................64
Section 13.2       Rights of the Trustee..........................................................................65
Section 13.3       Trustee Not Liable for Recitals in Down-MACRO Holding Shares...................................66
Section 13.4       Individual Rights of the Trustee...............................................................66
Section 13.5       Compensation...................................................................................67
Section 13.6       Indemnification................................................................................67
Section 13.7       Eligibility Requirements.......................................................................67
Section 13.8       Resignation or Removal of Trustee..............................................................68
Section 13.9       Successor Trustee..............................................................................68
Section 13.10      Merger or Consolidation........................................................................69
Section 13.11      Appointment of Co-Trustee or Separate Trustee..................................................69
Section 13.12      Books, Records; Taxes; Audit...................................................................70
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Section 13.13      Trustee May Enforce Claims Without Possession of Down-MACRO Holding Shares.....................71
Section 13.14      Suits for Enforcement..........................................................................71
Section 13.15      Maintenance of Office or Agency................................................................72

                                   ARTICLE XIV

                                  TERMINATION

Section 14.1       Termination of Trust...........................................................................72

                                   ARTICLE XV

                             MISCELLANEOUS PROVISIONS

Section 15.1       Amendment; Waiver of Past Defaults and Termination.............................................72
Section 15.2       Registration (Initial and Continuing) of Down-MACRO Holding Shares; Certain Securities
                  Law Filings....................................................................................74
Section 15.3       Prospectus Delivery............................................................................74
Section 15.4       Protection of Right, Title and Interest to Trust Assets........................................74
Section 15.5       Limitation on Rights of Holders of the Down-MACRO Holding Shares...............................75
Section 15.6       Certain Rights of Holders of Down-MACRO Holding Shares; Voting.................................76
Section 15.7       MACRO Licensing Agreement with MacroMarkets....................................................76
Section 15.8       Governing Law; Jurisdiction....................................................................76
Section 15.9       Notices........................................................................................77
Section 15.10      Severability of Provisions.....................................................................78
Section 15.11      Down-MACRO Holding Shares Nonassessable and Fully Paid.........................................78
Section 15.12      Further Assurances.............................................................................78
Section 15.13      Non-Petition Covenant; No Proceedings..........................................................78
Section 15.14      No Waiver; Cumulative Remedies.................................................................79
Section 15.15      Counterparts...................................................................................79
Section 15.16      Third-Party Beneficiaries......................................................................79
Section 15.17      Actions or Notices by Holders of the Down-MACRO Holding Shares.................................79
Section 15.18      Merger and Integration.........................................................................79
Section 15.19      Headings.......................................................................................79

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                                      iv
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                                    EXHIBITS

EXHIBIT A.........FORM OF DOWN-MACRO HOLDING SHARE
EXHIBIT B.........FORM OF INCOME DISTRIBUTION AGREEMENT
EXHIBIT C.........FORM OF SETTLEMENT CONTRACT
EXHIBIT D.........FORM OF PARTICIPANTS AGREEMENT
EXHIBIT E.........FORM OF MACRO LICENSING AGREEMENT
EXHIBIT F.........FORM OF NYMEX SUBLICENSING AGREEMENT
EXHIBIT G.........FORM OF QUARTERLY SHAREHOLDER STATEMENT

                                       v

<PAGE>


                         MACROSHARES DOWN OIL BENCHMARK
                            HOLDING TRUST AGREEMENT

                  This TRUST AGREEMENT, dated as of June [ ], 2006 (this "Trust
Agreement"), is hereby entered into among MACRO SECURITIES DEPOSITOR, LLC, a
Delaware limited liability company, as Depositor (the "Depositor"), [ ], not in
its individual capacity but solely as Trustee (the "Trustee"), and [ ], not in
its individual capacity but solely as Administrative Agent (in such capacity,
the "Administrative Agent") and as Marketing Agent (in such capacity, the
"Marketing Agent").

                  WHEREAS, the parties hereto have entered into this Trust
Agreement to form a New York trust known as the "MACROShares Down Oil Benchmark
Holding Trust" and referred to herein as the "Down-MACRO Holding Trust;"

                  WHEREAS, concurrently with the formation of the Down-MACRO
Holding Trust, the Depositor, the Trustee, the Administrative Agent and the
Marketing Agent have also entered into a trust agreement, dated as of the date
hereof, to form a New York trust that shall be known as the "MACROShares Up Oil
Benchmark Holding Trust" and is referred to herein as the "Up-MACRO Holding
Trust;"

                  WHEREAS, (i) the Down-MACRO Holding Trust shall issue shares
to be known as the "MACROShares Down Oil Benchmark Holding Shares" (referred to
herein as the "Down-MACRO Holding Shares") and (ii) the Up-MACRO Holding Trust
shall issue shares to be known as the "MACROShares Up Oil Benchmark Holding
Shares" (referred to herein as the "Up-MACRO Holding Shares" and, together with
the Down-MACRO Holding Shares, the "Paired Holding Shares");

                  WHEREAS, the Depositor has assigned, transferred, conveyed
and otherwise set over to the Trustee the Initial Deposit (as defined herein)
in consideration for the initial issuance of Down-MACRO Holding Shares, and the
Trustee hereby acknowledges receipt of such Initial Deposit in the Down-MACRO
Holding Trust, which deposit shall constitute the initial trust estate; and

                  WHEREAS, the parties hereto wish to set forth the terms of
the Down-MACRO Holding Trust and the Down-MACRO Holding Shares and the
respective powers and duties of the Trustee, the Administrative Agent, the
Marketing Agent and the Depositor.

                  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:



<PAGE>



                                   ARTICLE I

                                  DEFINITIONS
                                   -----------

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

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

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

         "Administrative Agent" shall mean [            ], 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, with respect to any Up-MACRO
Holding Shares, any Down-MACRO Holding Shares [or any Paired Holding Shares],
an amount equal to the number of such shares multiplied by the Up-MACRO Stated
Par Amount or the Down-MACRO Stated Par Amount, as applicable.

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

         "Applicable Reference Price of Crude Oil" shall mean, initially, the
Light Sweet Crude Oil Price and, in the event that the NYMEX Sublicensing
Agreement is terminated by NYMEX, a Substitute Crude Oil Price.

         "Authorized Participant" shall mean any entity that (1) is a
registered broker-dealer 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 in order to engage in securities transactions, (2) 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, (3) is not a Benefit
Plan Investor and (4) is a party to the Participants Agreement.

         "Available Income" shall mean with respect to any Calculation Period,
the Up-MACRO Available Income or the Down-MACRO Available Income, as
applicable.

                                       2

<PAGE>

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

         "Beneficial Owners" shall have the meaning set forth in Section
2.5(b).

         "Benefit Plan Investor" shall mean any (i) "employee benefit plan" (as
defined in Section 3(3) of ERISA), whether or not subject to Title I of ERISA,
including without limitation governmental plans, foreign pension plans and
church plans, (ii) "plan" (as defined in Section 4975(e)(1) of the Code),
whether or not subject to Section 4975 of the Code, including without
limitation individual retirement accounts and Keogh plans, or (iii) entity
whose underlying assets include plan assets by reason of such an employee
benefit plan's or plan's investment in such entity, including without
limitation, as applicable, an insurance company general account.

         "Business Day" shall mean any day except Saturday, Sunday or any day
on which banks and stock exchanges are generally not open for business in New
York, New York.

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

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

          "Calculation Period" shall mean with respect to any Distribution Date,
the period from and including the last Distribution Date (or, in the case of
the first Distribution Date, from and including the Closing Date) to but
excluding the current Distribution Date. The Calculation Period that precedes a
particular Distribution Date is referred to herein as being "related" to such
Distribution Date.

         "Certificate" shall mean a global certificate registered in the name
of Cede & Co. or another designee of the Depository that is executed and
delivered by the Trustee under this Trust Agreement evidencing the Down-MACRO
Holding Shares.

         "Closing Date" shall mean June [ ], 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.

         "Daily Fee Accrual Rate" shall mean, with respect to any date of
determination during the first two years following the Closing Date, an amount
equal to 1.70% per annum, and with respect to any date of determination during
any year thereafter, 1.50% per annum, divided by, in each case, the actual
number of days in the current calendar year (as calculated to the tenth decimal
place).

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


                                       3

<PAGE>

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

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

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

         "Depository Agreement" shall mean the Letter of Representations, dated
as of [ ], 2006, delivered by the Trustee and the Depositor to the Depository,
as it may be amended and restated from time to time.

         "Designated Maturity" shall mean, with respect to any date of
determination, up to and including the tenth day of the calendar month in which
such date of determination occurs, the next succeeding calendar month and, from
the eleventh day of the calendar month in which such date of determination
occurs until the last day thereof, the second calendar month succeeding the
calendar month in which such date of determination occurs.

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

         "Distribution Date" shall mean the 25th day of each March, June,
September and December, or if any such day is not a Business Day, the following
Business Day.

         "Distribution Payment Date" shall mean the tenth day following each
Distribution Date.

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

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

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

         "Down-MACRO Asset Amount" shall mean, (i) with respect any
Distribution Date, the aggregate amount of funds on deposit in the Down-MACRO
Distribution Account on such Distribution Date, and (ii) with respect to any
other date of determination that is not a Distribution Date, an amount equal
to: (A) the Down-MACRO Investment Amount plus (B) the Down-MACRO Earned Income
Accrual Amount.

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

         "Down-MACRO Available Income Accrual Amount" shall mean, on any day of
a Calculation Period, the sum of, for each Treasury on deposit in the
Down-MACRO Holding Trust

                                        4

<PAGE>

on such date, the product of (i) the purchase price of that Treasury multiplied
by (ii) the Daily Yield Rate applicable to that Treasury.

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

         "Down-MACRO Daily Fee Accrual Amount" shall mean for any Calculation
Period and any date of determination occurring during such Calculation Period,
the sum of, for each day that has elapsed during such Calculation Period up to
but not including the date of determination, the product of the Daily Fee
Accrual Rate and the Down-MACRO Asset Amount on each day of such Calculation
Period.

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

         "Down-MACRO Earned Income Accrual Amount" shall mean, with respect to
any date of determination, the sum of, for each day that has elapsed during the
related Calculation Period up to but not including the date of determination,
the Down-MACRO Daily Income for each such day.

         "Down-MACRO Fee Deposit" shall mean, with respect to any Distribution
Date and the related Calculation Period, the aggregate Down-MACRO Daily Fee
Accrual Amount that has accrued during such Calculation Period.

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

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

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

         "Down-MACRO Income Distribution Payment" shall mean with respect to
any Distribution Date an amount equal to:

         (a)      if the Down-MACRO Underlying Value on the last Price
Determination Day preceding such Distribution Date is greater than or equal to
the Down-MACRO Asset Amount on such date, zero; and

         (b)      if the Down-MACRO Asset Amount on the last Price
Determination Day preceding such Distribution Date is greater than the
Down-MACRO Underlying Value on such date, an amount equal to (i) the Down-MACRO
Available Income for such Distribution Date multiplied by (ii) a fraction the
numerator of which is the difference between the Down-MACRO Asset Amount and
the Down-MACRO Underlying Value and the denominator of which is the Down-MACRO
Asset Amount.

                                       5

<PAGE>

         "Down-MACRO Income Make-Whole Amount" shall mean, with respect to any
Paired Subsequent Issuance and the Calculation Period during which such Paired
Subsequent Issuance is being made, an amount equal to the product of (a) the
difference between (i) the average Daily Yield Rate of the Treasuries on
deposit in the Down-MACRO Holding Trust prior to such Paired Subsequent
Issuance and (ii) the average Daily Yield Rate of the Treasuries available to
be acquired by the Down-MACRO Holding Trust with the proceeds of the Paired
Subsequent Issuance, and (b) the Aggregate Par Amount of the Down-MACRO Holding
Shares being created in such Paired Subsequent Issuance.

         "Down-MACRO Investment Amount" shall mean, with respect to any
Calculation Period and any date of determination occurring during such
Calculation Period, the amount of cash and Treasuries (that have not yet
matured) on deposit in the securities account of the Down-MACRO Holding Trust
(not including cash in the Down-MACRO Distribution Account) on such date. All
Treasuries on deposit in the Down-MACRO Holding Trust shall be counted for
purposes of this definition at their aggregate purchase price.

         "Down-MACRO Licensing Fee" shall mean, with respect to any
Distribution Date, the sum of, for each day during the related Calculation
Period, an amount equal to a per annum rate of 0.40% multiplied by the
Down-MACRO Asset Amount on such day, which shall be payable to MacroMarkets
pursuant to the MACRO Licensing Agreement.

         "Down-MACRO Price Range" shall mean the difference between (i) the
Ending Level of the Applicable Reference Price of Crude Oil at which the
Down-MACRO Underlying Value is equal to zero and (ii) the Starting Level, as
such range may be changed in connection with an Up-MACRO Recapitalization Event
and the related Up-MACRO Recapitalization Issuance.

         "Down-MACRO Proportional Mandatory Redemption" shall have the meaning
specified in Section 6.2(a) hereof.

         "Down-MACRO Proportionate Mandatory Redemption Percentage" shall mean,
with respect to any Redemption Date on which an Up-MACRO Recapitalization
Issuance and the related Down-MACRO Proportional Mandatory Redemption are
scheduled to occur, a fraction, expressed as a percentage, the numerator of
which is the Aggregate Par Amount of Up-MACRO Holding Shares issued in such
Up-MACRO Recapitalization Issuance and the denominator of which is twice the
Up-MACRO Aggregate Par Amount immediately prior to the occurrence of the
Up-MACRO Recapitalization Event which preceded such Up-MACRO Recapitalization
Issuance.

         "Down-MACRO Recapitalization Condition" shall have the meaning
specified in Section 2.8 of this Trust Agreement.

         "Down-MACRO Recapitalization Event" shall have the meaning specified
in Section 11.1(a) hereof.

          "Down-MACRO Recapitalization Issuance" shall have the meaning
specified in Section 2.7(a) or (b) of this Trust Agreement.

         "Down-MACRO Recapitalization Redemption" shall have the meaning set
forth in Section 6.2(b) of this Trust Agreement.


                                        6

<PAGE>

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

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

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

         "Down-MACRO Stated Par Amount" shall mean (i) prior to the events
described in clause (ii) of this definition, the stated par amount of $[ ] per
Down-MACRO Holding Share and (ii) following any Down-MACRO Recapitalization
Event and a related Down-MACRO Recapitalization Issuance, the stated par amount
per Down-MACRO Holding Share set forth in the Down-MACRO Holding Trust
Agreement, as amended in connection with such Down-MACRO Recapitalization Event
and Down-MACRO Recapitalization Issuance.

         "Down-MACRO Sublicensing Fee" shall mean, with respect to any
Distribution Date, the sum of, for each day during the related Calculation
Period, an amount equal to a per annum rate of 0.06% multiplied by the Up-MACRO
Asset Amount on such day, which shall be payable to MacroMarkets pursuant to
the NYMEX Sublicensing Agreement.

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

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

         "Down-MACRO Tradeable Trust Agreement" shall mean the 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 [          ] not in its
individual capacity but solely as trustee of the Down-MACRO Tradeable Trust.

         "Down-MACRO Trustee Fee" shall mean, with respect to any Distribution
Date, the sum of, for each day during the related Calculation Period, an amount
equal to a per annum rate of 0.08% multiplied by the Down-MACRO Aggregate Par
Amount on such day, which shall be payable to the Trustee pursuant to this
Trust Agreement.

         "Down-MACRO Underlying Value" shall mean with respect to any date of
determination:

         (a)      if the Ending Level is below the Starting Level, an amount
equal to (i) the Down-MACRO Asset Amount on such date of determination plus
(ii) (x) the Up-MACRO Asset Amount on such date of determination multiplied by
(y) the Price Level Percentage Change on

                                       7

<PAGE>


such date of determination or, if such date is not a Price Determination Day,
on the last preceding Price Determination Day;

         (b)      if the Ending Level is above the Starting Level, an amount
equal to (i) the Down-MACRO Asset Amount on such date of determination, minus
(ii) (x) such Down-MACRO Asset Amount multiplied by (y) the Price Level
Percentage Change on such date of determination or, if such date is not a Price
Determination Day, on the last preceding Price Determination Day; and

         (c)      if the Ending Level is equal to the Starting Level, the
Down-MACRO Asset Amount.

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

         "Early Termination Date" shall mean with respect to any date of
determination, the Distribution Date following a Termination Trigger Date.

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

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

         "Eligible Treasury" shall mean, on any day on which the Trustee
acquires Treasuries on behalf of the Down-MACRO Holding Trust, any United
States treasury bill, note or bond, issued by the United States Department of
the Treasury in the coin and currency of the United States of America, that
matures prior the next scheduled Distribution Date; provided, however, that
"Eligible Treasury" shall not include any treasury inflation-protected
securities, I bonds, EE/E bonds, HH/H bonds or any other financial product of
the United States Department of the Treasury that is issued as a physical
certificate.

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

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

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

         (a)      a case or other proceeding shall be commenced, without the
application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or
readjustment of debts of such Person, the appointment of a trustee, receiver,
custodian, liquidator, assignee, sequestrator or the like for such Person or
all

                                       8
<PAGE>

or any substantial part of its assets, or any similar action with respect
to such Person under any law relating to bankruptcy, insolvency,
reorganization, winding up or composition or adjustment of debts, and such case
or proceeding shall continue undismissed, or unstayed and in effect, for a
period of sixty (60) consecutive days; or an order for relief in respect of
such Person shall be entered in an involuntary case under the federal
bankruptcy laws or other similar laws now or hereafter in effect; or

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

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

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

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

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

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

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

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

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

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

         "Holder" shall mean a registered holder of an Up-MACRO Holding Share
or Down-MACRO Holding Share, as applicable.

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

         "Income Distribution Agreement" shall mean the confirmation to the
Master Agreement, substantially in the form attached hereto as Exhibit B, to be
dated as of the date hereof, pursuant

                                       9

<PAGE>


to which the Paired Holding Trusts will be obligated to make payments to each
other on each Distribution Date based on the Up-MACRO Underlying Value and the
Down-MACRO Underlying Value, respectively.

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

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

         "Initial Deposit" shall mean the proceeds of the Down-MACRO Holding
Shares issued and sold and the proceeds of the Down-MACRO Tradeable Shares
issued with respect to the Down-MACRO Holding Shares deposited into the
Down-MACRO Tradeable Trust and sold on the Closing Date.

         "Light Sweet Crude Oil Futures Contracts" shall mean NYMEX Division
light sweet crude oil futures contracts of the Designated Maturity.

         "Light Sweet Crude Oil Price" shall mean, with respect to any Price
Determination Day, the settlement price of the Light Sweet Crude Oil Futures
Contracts established by the NYMEX based upon the trading that has occurred in
such contracts by open outcry on such Price Determination Day and published to
the consolidated tape; provided, that if the NYMEX abandons its open outcry
format for the Light Sweet Crude Oil Futures Contract, then the Light Sweet
Crude Oil Price shall be based on trading of the Light Sweet Crude Oil Futures
Contracts on the substitute electronic trading platform established by the
NYMEX.

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

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

         "MacroMarkets" shall mean MacroMarkets LLC, and its successors and
assigns.

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

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

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


                                      10

<PAGE>

         "MACRO Unit" shall consist of, 100,000 Up-MACRO Holding Shares and
100,000 Down-MACRO Holding Shares.

         "Marketing Agent" shall mean [          ], in its capacity as marketing
agent hereunder, and its successors and assigns.

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

         "Net Par Amount Change" shall mean, with respect to any Business Day,
the net increase or decrease in the Down-MACRO Aggregate Par Amount, after
giving effect to any Paired Subsequent Issuances, any Down-MACRO
Recapitalization Issuance, Paired Optional Redemption or Down-MACRO
Proportional Mandatory Redemption occurring on that Business Day.

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

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

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

         "NYMEX Sublicensing Agreement" shall mean the sublicensing agreement,
dated as of June [ ], 2006, in substantially the form attached hereto as
Exhibit F, between MacroMarkets and the Depositor and acknowledged by the
NYMEX, pursuant to which MacroMarkets will sublicense to the MACRO Trusts the
right to use the Light Sweet Crude Oil Price in connection with calculating and
making distributions on the MACRO Shares.

         "NYMEX Sublicensing Fee" shall mean the fee payable to MacroMarkets
under the NYMEX Sublicensing Agreement.

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

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

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

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

                                      11

<PAGE>

         "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 Subsequent Issuance" shall have the meaning set forth in
Section 2.6(a) hereof.

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

          "Participants Agreement" shall mean the participants agreement, dated
as of the date hereof, substantially in the form attached hereto as Exhibit D,
entered into among the Depositor, the Trustee, the Up-MACRO Holding Trustee,
each of the trustees of the Tradeable Trusts, the Administrative Agent and the
Authorized Participants who may be party thereto from time to time, which
specifies certain procedures for the creation and redemption of the Paired
Holding Shares and the exchange of Tradeable Shares for Holding Shares and vice
versa.

         "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.

         "Price Determination Day" shall mean (i) for so long as the Light
Sweet Crude Oil Price is the Applicable Reference Price of Crude Oil, each day
on which trading of the Light Sweet Crude Oil Futures Contracts occurs on the
NYMEX by open outcry and a settlement price is established by the NYMEX for
such contracts not later than the end of trading in the Light Sweet Crude Oil
Futures Contracts on such day, and (ii) if a Substitute Crude Oil Price is the
Applicable Reference Price of Crude Oil, each day on which a settlement price
for the substitute crude oil price is established.

         "Price Level Percentage Change" shall mean with respect to each Price
Determination Day, the absolute value of (a)(i) the Ending Level on such Price
Determination Day minus (ii) the Starting Level divided by (b)(i) if the Ending
Level on such Price Determination Day exceeds the Starting Level, the
Down-MACRO Price Range, and (ii) if the Ending Level on such Price
Determination Day is less than the Starting Level, the Up-MACRO Price Range.

         "Prospectus" shall mean the prospectus, in the form filed by the
Depositor on behalf of the Down-MACRO Holding 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, file no. 333-[ ],
dated as of [ ], 2006, on and after the date on which such registration
statement becomes effective.

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

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

                                      12

<PAGE>

         "Recapitalization Date" shall mean any Business Day on which an order
is placed with the Trustee for an Up-MACRO Recapitalization Issuance or a
Down-MACRO Recapitalization Issuance.

         "Recapitalization Event" shall mean either an Up-MACRO
Recapitalization Event or a Down-MACRO Recapitalization Event, as applicable.

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

         "Redemption Date" shall mean any Business Day on which a Redemption
Order for a Paired Optional Redemption is submitted or an Down-MACRO
Recapitalization Redemption or an Down-MACRO Proportional Mandatory Redemption
occurs.

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

          "Redemption Percentage Value" shall have the meaning set forth in
Section 6.1(d)(ii).

         "Registered Owner" shall mean the Person in whose name the Down-MACRO
Holding Shares are registered on the books of the Trustee maintained for that
purpose.

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

         "SEC" shall mean the Securities and Exchange Commission.

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

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

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

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

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

         "Starting Level" shall mean $[      ], which was the Applicable
Reference Price of Crude Oil on June [     ], 2006.

                                      13

<PAGE>


         "Subsequent Issuance" shall mean an Up-MACRO Recapitalization Issuance
or a Down-MACRO Recapitalization Issuance, as applicable.

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

         "Substitute Crude Oil Index" shall mean any one of the following [    ].

         "Substitute Crude Oil Price" shall mean, with respect to any Price
Determination Day, [      ].

          "Substitute Index Licensing Agreement" shall mean any licensing
arrangement pursuant to which the Down-MACRO Holding Trust acquires the right
to use a Substitute Crude Oil Price for the purposes of calculating the
Down-MACRO Underlying Value under this Trust Agreement in accordance with
Section [ ] of this Trust Agreement.

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

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

         "Termination Trigger Date" shall mean the date on which a Termination
Trigger occurs.

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

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

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

         "Treasury" shall mean with respect to any Distribution Date, an
Eligible Treasury that matures prior to the next Distribution Date.

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

         "Trust Officer" shall mean any officer within the corporate trust
department of the Trustee, including any Vice President, Assistant Vice
President or Assistant Treasurer of the Corporate Trust Office, or any trust
officer, or any officer customarily performing functions similar to those
performed by the person who at the time shall be such officers, in each case
having responsibility for the administration of this Trust Agreement.

         "Trustee" shall mean [ ], not in its individual capacity but solely as
Trustee under this Trust Agreement, or its successor in interest in such
capacity, or any successor trustee appointed as herein provided.

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

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

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


                                       14

<PAGE>

         "Type" shall mean, with respect to any Treasury, all Treasuries in the
applicable Paired Holding Trust with the same maturity, the same purchase
price, the same stated interest rate, if any, the same applicable discount, if
any, and the same purchase date.

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

         "Up-MACRO Aggregate Par Amount" shall mean with respect to any date of
determination, an amount equal to the product of (a) the aggregate Outstanding
number of Up-MACRO Holding Shares and (b) the Up-MACRO Stated Par Amount on
such date of determination.

         "Up-MACRO Asset Amount" shall mean, (i) with respect any Distribution
Date, the aggregate amount of funds transferred to the Distribution Account on
such Distribution Date, and (ii) with respect to any other date of
determination that is not a Distribution Date, an amount equal to: (A) the
Up-MACRO Investment Amount plus (B) the Up-MACRO Earned Income Accrual Amount
minus (C) the Up-MACRO Daily Fee Accrual Amount.

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

         "Up-MACRO Available Income Accrual Amount" shall mean, on any day of a
Calculation Period, the sum of, for each Treasury on deposit in the Up-MACRO
Holding Trust on such date, the product of (i) the purchase price of that
Treasury multiplied by (ii) the Daily Yield Rate applicable to that Treasury.

         "Up-MACRO Distribution Account" shall mean the distribution account
for the Up-MACRO Holding Trust established pursuant to the Up-MACRO Holding
Trust Agreement.

         "Up-MACRO Daily Fee Accrual Amount" shall mean for any Calculation
Period and any date of determination occurring during such Calculation Period,
the sum of the following products obtained for each day that has elapsed during
such Calculation Period (up to but not including the date of determination):
the Daily Fee Accrual Rate multiplied by the Up-MACRO Asset Amount on each such
day.

         "Up-MACRO Earned Income Accrual Amount" shall mean, with respect to
any date of determination, the sum of the Up-MACRO Available Income Accrual
Amount for each day that has elapsed during the current Calculation Period up
to but not including such date of determination.

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

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

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

                                      15

<PAGE>

         "Up-MACRO Holding Trust Agreement" shall mean the MACROShares Up Oil
Benchmark Holding Trust Agreement, dated as of the date hereof, among the
Depositor, the Administrative Agent, the Marketing Agent and the Up-MACRO
Holding Trustee, as such agreement may be amended from time to time.

         "Up-MACRO Holding Trustee" shall mean [        ], not in its individual
capacity but solely as trustee of the Up-MACRO Holding Trust.

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

         (a)      if the Up-MACRO Underlying Value on the last Price
Determination Day preceding such Distribution Date is greater than or equal to
the Up-MACRO Asset Amount on such date, zero; and

         (b)      if the Up-MACRO Asset Amount on the last Price Determination
Day preceding such Distribution Date is greater than the Up-MACRO Underlying
Value on such date, an amount equal to (i) the Up-MACRO Available Income for
such Distribution Date multiplied by (ii) a fraction the numerator of which is
the difference between the Up-MACRO Asset Amount and the Up-MACRO Underlying
Value and the denominator of which is the Up-MACRO Asset Amount.

         "Up-MACRO Income Make-Whole Amount" shall have the meaning set forth
in the Up-MACRO Holding Trust Agreement.

         "Up-MACRO Increase Amount" shall mean, with respect to any Subsequent
Issuance Date, an amount equal to (a) the number of Up-MACRO Holding Shares
requested by an Authorized Participant and created on that Subsequent Issuance
Date multiplied by (b) the Up-MACRO Stated Par Amount.

          "Up-MACRO Investment Amount" shall mean, with respect to any
Calculation Period and any date of determination occurring during such
Calculation Period, the amount of cash and Treasuries (that have not yet
matured) on deposit in the Up-MACRO Holding Trust on such date. All Treasuries
on deposit in the Up-MACRO Holding Trust shall be counted for purposes of this
definition at their aggregate purchase price.

         "Up-MACRO Price Range" shall have the meaning set forth in the
Up-MACRO Holding Trust Agreement.

         "Up-MACRO Recapitalization Condition" shall have the meaning specified
in Section 2.8 of the Up-MACRO Holding Trust Agreement.

         "Up-MACRO Recapitalization Event" shall have the meaning specified in
Section 11.1(c) of the Up-MACRO Holding Trust Agreement.

         "Up-MACRO Recapitalization Issuance" shall mean an issuance of
Up-MACRO Holding Shares made following an Up-MACRO Recapitalization Event
pursuant to Section [2.7(b)] of the Up-MACRO Holding Trust Agreement..

         "Up-MACRO Recapitalization Redemption" shall mean a redemption of all
Outstanding Up-MACRO Holding Shares following the occurrence of an Up-MACRO
Recapitalization Event.


                                      16

<PAGE>

         "Up-MACRO Redemption Percentage" shall mean (i) with respect to any
Redemption Date, a fraction, expressed as a percentage, the numerator of which
is the Aggregate Par Amount of Up-MACRO Holding Shares that are being redeemed
on such date and the denominator of which is the Up-MACRO Aggregate Par Amount
on such Redemption Date prior to giving effect to the Paired Optional
Redemption order placed on such Redemption Date and prior to giving effect to
any Paired Subsequent Issuance orders that may also have been placed on such
date, and (ii) with respect to any Recapitalization Date, an Early Termination
Date or the Final Scheduled Termination Date, 100%.

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

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

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

         "Up-MACRO Stated Par Amount" shall mean the stated par amount of $[    ]
per Up-MACRO Holding Share.

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

         "Up-MACRO Tradeable Trust" shall mean the Light Sweet Crude Oil
Up-MACRO Tradeable Trust created under the Up-MACRO Tradeable Trust Agreement.

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

         "Up-MACRO Tradeable Trustee" shall mean [               ], not in its
individual capacity but solely as trustee of the Up-MACRO Tradeable Trust.

         "Up-MACRO Underlying Value" shall mean with respect to any Price
Determination Day:

         (a)      if the Ending Level is above the Starting Level, an amount
equal to (i) the Up-MACRO Asset Amount on such date of determination plus (ii)
(x) the Down-MACRO Asset Amount on such date of determination multiplied by (y)
the Price Level Percentage Change on such date of determination or, if such
date is not a Price Determination Day, on the last preceding Price
Determination Day;

         (b)      if the Ending Level is below the Starting Level, an amount
equal to (i) the Up-MACRO Asset Amount on such date of determination minus (ii)
(x) such Up-MACRO Asset

                                      17

<PAGE>

Amount multiplied by (y) the Price Level Percentage Change on such date of
determination or, if such date is not a Price Determination Day, on the last
preceding Price Determination Day; and

         (c)      if the Ending Level is equal to the Starting Level, the
Up-MACRO Asset Amount.

         "Value" shall mean, with respect to any Treasury on deposit at any
time in either of the Paired Holding Trusts, the par amount of such Treasury
that will be repaid upon the maturity thereof.

         "Yield Rate" shall mean, with respect to any Treasury on deposit at
any time in either of the Paired Holding Trusts, the stated interest rate of
such Treasury, if any, plus any discount rate applicable to such Treasury,
based on the purchase date and purchase price at which the applicable Paired
Holding Trust acquired that Treasury (which discount rate may be negative for
any Treasury that was purchased at a premium).

               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 separate 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" means "including
without limitation."


                                      18
<PAGE>


                                  ARTICLE II

                     CREATION AND DECLARATION OF THE TRUST;
                 FORM OF THE CERTIFICATES; THE INITIAL DEPOSIT;
                     DELIVERY, REGISTRATION OF TRANSFER AND
                     SURRENDER OF DOWN-MACRO HOLDING SHARES
                     --------------------------------------

                   Section 2.1 Initial Deposit. By execution of this Trust
Agreement, the Depositor does hereby transfer, assign, set over and otherwise
convey to the Down-MACRO Holding Trust, for the benefit of the Holders of the
Down-MACRO Holding Shares, all right, title and interest of the Depositor in
and to the Initial Deposit deposited into the Distribution Account and used to
acquire Treasuries in accordance with the provisions of Section 3.5 and Section
3.7 hereof. Such property, together with all monies on deposit in the
Distribution Account and the Fee Payment Account from time to time and the
Down-MACRO Holding Trust's rights under the Master Agreement, the Income
Distribution Agreement, the Settlement Contracts (whether executed on the
Closing Date or on any Subsequent Issuance Date), the MACRO Licensing
Agreement, the NYMEX Sublicensing Agreement and any Substitute Index Licensing
Agreement, shall constitute the assets of the Down-MACRO Holding Trust (the
"Trust Assets").

                  Section 2.2 Acceptance by Trustee. The Trustee hereby (i)
acknowledges its acceptance on behalf of the Down-MACRO Holding Trust of all
right and title to and interest in the property, now existing and hereafter
created, conveyed to the Down-MACRO Holding Trust pursuant to Section 2.1 and
(ii) declares that it shall maintain such right, title and interest, upon the
Down-MACRO Holding Trust herein set forth, for the benefit of all Holders of
the Down-MACRO Holding Shares.

                  Upon the execution of this Trust Agreement, the Trustee is
hereby directed to cause the Down-MACRO Holding Trust to enter with the
Up-MACRO Holding Trust into the Master Agreement, the Income Distribution
Agreement and one Settlement Contract for each MACRO Unit of Paired Holding
Shares created on the Closing Date.

                  Section 2.3 Limited Purpose of the Down-MACRO Holding Trust.
The Down-MACRO Holding Trust shall not engage in any business or activity other
than those authorized by this Trust Agreement or incidental and necessary to
carry out the duties and responsibilities set forth in this Trust Agreement.
Other than the issuance of the Down-MACRO Holding Shares on the Closing Date or
on any Subsequent Issuance Date, the Down-MACRO Holding Trust shall not issue
or sell any shares, certificates or other obligations or, except in accordance
with this Trust Agreement, otherwise incur, assume or guarantee any
indebtedness for money borrowed.

                  Section 2.4 Representations and Warranties of the Depositor.
The Depositor hereby represents and warrants to the Down-MACRO Holding Trust
(and agrees that the Trustee may rely on each such representation and warranty
in accepting the Initial Deposit in the Down-MACRO Holding Trust and in
authenticating the Down-MACRO Holding Shares) as of the Closing Date that:

                           (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 corporate 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.


                                       19

<PAGE>

                           (b) Due Qualification. The Depositor 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 render any transfer of the Initial Deposit to the
Down-MACRO Holding Trust by the Depositor unenforceable and would have a
material adverse effect on the interests of the Holders of the Down-MACRO
Holding Shares hereunder.

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

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

                            (e) No Violation. The execution and delivery by the
Depositor of this Trust Agreement and the Down-MACRO Holding Shares, the
performance by the Depositor of the transactions contemplated by this Trust
Agreement and 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 court, regulatory body, administrative agency,
or other tribunal or governmental instrumentality (i) asserting the invalidity
of this Trust Agreement or the Down-MACRO Holding Shares, (ii) seeking to
prevent the issuance of the Down-MACRO Holding Shares or the consummation of
any of the transactions contemplated by this Trust Agreement or the Down-MACRO
Holding Shares, (iii) seeking any determination or ruling that, in the
reasonable judgment of the Depositor, would materially and adversely affect the
performance by the Depositor of its obligations under this Trust Agreement,
(iv) seeking any determination or ruling that would materially and adversely
affect the validity or enforceability of this Trust Agreement or the Down-MACRO
Holding Shares or (v) seeking to affect adversely the income tax attributes of
the Down-MACRO Holding Trust under the federal or applicable state income or
franchise tax systems.

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

                           (h) Bankruptcy; Insolvency. No Event of Bankruptcy
with respect to the Depositor has occurred and the transfer of the Initial
Deposit by the Depositor to the Down-MACRO Holding Trust has not been made in
contemplation of the occurrence thereof.


                                      20

<PAGE>

                           (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) Unencumbered Title to Initial Deposit. The
Depositor is the legal and beneficial owner of all right, title and interest in
and to the Initial Deposit and the Depositor has the full right to transfer the
Initial Deposit to the Down-MACRO Holding Trust, and the Initial Deposit
conveyed to the Down-MACRO Holding Trust by the Depositor has been conveyed to
the Down-MACRO Holding Trust free and clear of any lien of any Person claiming
through or under the Depositor or any of its Affiliates and in compliance, in
all material respects, with all Requirements of Law applicable to the
Depositor.

                           (k) Governmental Authorization. All authorizations,
consents, orders or approvals of or registrations or declarations with any
Governmental Authority required to be obtained, effected or given by the
Depositor in connection with the conveyance by the Depositor of the Initial
Deposit to the Down-MACRO Holding Trust have been duly obtained, effected or
given and are in full force and effect.

                           (l) Valid Transfer. This Trust Agreement constitutes
a valid transfer and assignment to the Down-MACRO Holding Trust of all right,
title and interest of the Depositor in and to the Initial Deposit and other
Trust Assets conveyed to the Down-MACRO Holding Trust by the Depositor and all
monies due or to become due with respect thereto and the proceeds thereof and
constitutes a grant of a "security interest" (as defined in the UCC) in such
property to the Down-MACRO Holding Trust, which, in the case of the Initial
Deposit and the proceeds thereof, is enforceable upon execution and delivery of
this Trust Agreement.

                           (m) 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 or the Distribution Account.

                  The representations and warranties of the Depositor set forth
in this Section 2.4 shall survive the transfer and deposit by the Depositor of
the Initial Deposit to the Down-MACRO Holding Trust. Upon discovery by the
Depositor, the Trustee or the Administrative Agent of a breach of any of the
representations and warranties by the Depositor set forth in this Section 2.4,
the party discovering such breach shall give prompt written notice to the other
parties hereto. The Depositor agrees to cooperate with the Trustee and the
Administrative Agent in attempting to cure any such breach.

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

                           (a) Form of Certificates. The Certificates
evidencing the Down-MACRO Holding Shares shall be substantially in the form set
forth in Exhibit A attached hereto, with appropriate insertions, modifications
and omissions as hereinafter provided. No Down-MACRO Holding Shares shall be
entitled to any benefits under this Trust Agreement or be valid or obligatory
for any purpose unless a Certificate evidencing those Down-MACRO Holding Shares
has been executed by the Trustee by the manual or facsimile signature of a duly
authorized signatory of the Trustee and countersigned by the manual signature
of a duly authorized officer of


                                      21

<PAGE>

the Depositor. The Trustee shall maintain books on which the registered
ownership of each Down-MACRO Holding Share and transfers, if any, of such
registered ownership shall be recorded. Certificates evidencing the Down-MACRO
Holding Shares bearing the manual 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 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 Certificates.

                  The 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 thereunder or with
the rules and regulations of any securities exchange upon which the Down-MACRO
Holding Shares may be listed or to conform with any usage with respect thereto,
or to indicate any special limitations or restrictions to which the Down-MACRO
Holding Shares evidenced by a particular Certificate are subject.

                           (b) Book-Entry Settlement. The Depositor and the
Trustee shall apply to the Depository for acceptance of the Down-MACRO Holding
Shares in its book-entry settlement system. The Down-MACRO Holding Shares
deposited with the Depository shall be evidenced by one or more global
Certificates which shall be registered in the name of Cede & Co., as nominee
for the Depository, and shall bear the following legend:

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

                  So long as the Down-MACRO Holding Shares are eligible for
book-entry settlement with the Depository and such settlement is available,
unless otherwise required by law, all Down-MACRO Holding Shares shall be
evidenced by one or more global Certificates the Registered Owner of which is
the Depository or a nominee of the Depository and (i) no Beneficial Owner of
Down-MACRO Holding Shares will be entitled to receive a separate Certificate
evidencing those shares, (ii) the interest of a Beneficial Owner in the
Down-MACRO Holding Shares represented by a global Certificate 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 with respect to Down-MACRO Holding Shares represented by a
global Certificate 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 Down-MACRO Holding Shares.


                                      22

<PAGE>

                  As provided in the Depository Agreement, upon the settlement
date of any creation, transfer or redemption of the Down-MACRO Holding Shares,
the Depository will credit or debit, on its book-entry registration and
transfer system, the amount of Down-MACRO Holding Shares so created,
transferred or redeemed to the accounts of the appropriate DTC Participants.
The accounts to be credited and charged shall be designated by the Trustee and
each Authorized Participant, in the case of a Paired Subsequent Issuance or
Paired Optional Redemption of MACRO Units. Except as otherwise described in
Section 2.5([ ]), ownership of beneficial interests in Down-MACRO Holding
Shares will be limited to DTC Participants, Indirect Participants and persons
holding interests through DTC Participants and Indirect Participants. Owners of
beneficial interests in Down-MACRO Holding Shares ("Beneficial Owners") will be
shown on, and the transfer of beneficial ownership by Beneficial Owners will be
effected only through, in the case of DTC Participants, records maintained by
the Depository and, in the case of Indirect Participants and Beneficial Owners
holding through a DTC Participant or an Indirect Participant, through those
records or the records of the relevant DTC Participants. Beneficial Owners are
expected to receive from or through the broker or bank that maintains the
account through which the Beneficial Owner has purchased Down-MACRO Holding
Shares a written confirmation relating to their purchase of Down-MACRO Holding
Shares.

                           (c) Notices to Beneficial Owners. As described
above, the Trustee will recognize the Depository or its nominee as the owner of
all Down-MACRO Holding Shares for all purposes except as expressly set forth in
this Trust Agreement. Conveyance of all notices, statements and other
communications to Beneficial Owners will be effected as follows. The Trustee
shall inquire of each such DTC Participant as to the number of Beneficial
Owners holding Down-MACRO Holding Shares, directly or indirectly, through such
DTC Participant. The Trustee 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 Trust shall pay to each such DTC Participant an amount as
reimbursement for the expenses attendant to such transmittal, all subject to
applicable statutory and regulatory requirements.

                           (d) Distributions on Book-Entry Certificates.
Distributions on Down-MACRO Holding Shares pursuant to Section 5.2 and Section
6.1 shall be made to the Depository or its nominee, Cede & Co., as the
registered owner of all Down-MACRO Holding Shares. The Trustee and the
Depositor expect that the Depository or its nominee, upon receipt of any
payment of distributions in respect of Down-MACRO Holding Shares, shall credit
immediately the DTC Participant's accounts with payments in amounts
proportionate to their respective beneficial interests in Down-MACRO Holding
Shares as shown on the records of the Depository or its nominee. The Trustee
and the Depositor also expect that payments by DTC Participants to Indirect
Participants and Beneficial Owners held through such DTC Participants and
Indirect Participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in a "street name," and shall be the
responsibility of such DTC Participants and Indirect Participants. Neither the
Trustee nor the Depositor will 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 Down-MACRO Holding Shares,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests or for any other aspect of the relationship
between the Depository and the DTC Participants or the relationship between
such DTC Participants and the Indirect Participants and Beneficial Owners
owning through such DTC Participants or Indirect Participants or between or
among the Depository, any Beneficial Owner


                                      23

<PAGE>

and any person by or through which such Beneficial Owner is considered to own
Down-MACRO Holding Shares.

                           (e) Registration of Transfer, Exchange and Surrender
of the Down-MACRO Holding Shares. The Trustee shall cause to be kept at the
office or agency to be maintained in accordance with the provisions of Section
13.15 a register (the "Share Register") in which, subject to such reasonable
regulations as it may prescribe, a transfer agent and registrar (the "Transfer
Agent and Registrar") shall provide for the registration of the Down-MACRO
Holding Shares and of transfers and exchanges of such shares as herein
provided. The Transfer Agent and Registrar shall initially be the Trustee.

                  The Depositor may revoke such appointment and remove any
Transfer Agent and Registrar if the Depositor determines in its sole discretion
that such Transfer Agent and Registrar failed to perform its obligations under
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.

                  At the option of a Holder, Down-MACRO Holding Shares may be
registered for transfer at any office or agency of the Transfer Agent and
Registrar maintained for such purpose, upon presentation of an ownership
Certificate of an Down-MACRO Holding Share by the Holder to be registered for
transfer or exchanged. When an ownership Certificate of Down-MACRO Holding
Share 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 Down-MACRO Holding Shares in the Down-MACRO Holding
Trust in the name of the designated transferee or transferees.

                  Every Certificate of Down-MACRO Holding Share 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 Holder or the attorney-in-fact thereof duly
authorized in writing.

                  No service charge shall be made for any registration of
transfer or exchange of Down-MACRO Holding Shares, but the Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such transfer or
exchange.

                  All Certificates surrendered for registration of transfer or
exchange or for payment shall be cancelled and disposed of in a manner
satisfactory to the Trustee.

                           (f) Mutilated, Destroyed, Lost or Stolen Shares. If
(a) any mutilated 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 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 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 Certificate, a
new Certificate of like tenor and aggregate beneficial interest. In connection
with the issuance of


                                      24

<PAGE>

any new Certificate under this Section 2.5(f), the Trustee or the Transfer
Agent and Registrar may require the payment by the Holder 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
Certificate issued pursuant to this Section 2.5(f) shall constitute complete
and indefeasible evidence of ownership in the Down-MACRO Holding Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

                  Section 2.6 Paired Subsequent Issuances.

                           (a) At any time following the Closing Date, but
prior to the Final Scheduled Termination Date or any Early Termination Date,
the Trustee may issue and deliver additional Down-MACRO Holding Shares
contemporaneously with the issuance of additional Up-MACRO Holding Shares in
the form of MACRO Units (such an issuance, a "Paired Subsequent Issuance") upon
instruction from any Authorized Participant. As provided in the Participants
Agreement, a Paired Subsequent Issuance may be directed solely by one or more
Authorized Participants on any Business Day by delivering a Purchase Order to
the Trustee and the Administrative Agent on such Business Day (such date, the
"Subsequent Issuance Date"), prior to the earlier of (i) 2:00 p.m., New York
City Time, or (ii) half an hour before the end of trading in the futures
contracts from which the Applicable Reference Price of Crude Oil is derived,
designating, inter alia, (i) the name of the Authorized Participant, (ii) the
Submission Number (as defined in the Participants Agreement), (iii) the PIN
Number (as defined in the Participants Agreement), (iv) the CUSIP Numbers for
the Paired Holding Shares to be created, and (v) the number of Paired Holding
Shares to be issued in the form of MACRO Units. On the next Business Day after
the Subsequent Issuance Date, not later than 10:00 a.m., New York City Time,
the Authorized Participant directing the Paired Subsequent Issuance shall
deliver available funds to the Trustee in an amount equal to (i) the Aggregate
Par Amount of the Down-MACRO Holding Shares requested by that Authorized
Participant, plus (ii) the Aggregate Par Amount of the Up-MACRO Holding Shares
requested by that Authorized Participant, plus (iii) the Down-MACRO Income
Make-Whole Amount, plus (iv) the Up-MACRO Income Make-Whole Amount. On the same
Business Day, upon the satisfaction of the procedures and conditions for a
Paired Subsequent Issuance that are specified in the Participants Agreement and
no later than [3:00] p.m., New York City Time, the Trustee, acting together
with the Up-MACRO Holding Trustee, each on behalf of their respective Paired
Holding Trust, shall issue and deliver to the Depository account of the
Authorized Participant who directed such Paired Subsequent Issuance, Paired
Holding Shares constituting the number of MACRO Units ordered by such
Authorized Participant.

                           (b) Subject to the requirements and limitations set
forth herein and in the Participants Agreement, the number of Down-MACRO
Holding Shares that the Down-MACRO Holding Trust may issue as part of a Paired
Subsequent Issuance is unlimited. The Trustee and the Administrative Agent
shall only process Purchase Orders from Authorized Participants that have
executed a Participants Agreement that is in full force and effect at the time
when a Purchase Order is placed. The Administrative Agent will maintain and
make available at its offices specified in Section [ ] during normal business
hours a current list of the Authorized Participants eligible to participate in
a Paired Subsequent Issuance. Each Paired Subsequent Issuance 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 in accordance with the
provisions of the Participants Agreement; provided, however that any such
amendment shall not constitute an amendment of this Trust Agreement. In the
event of any conflict between the


                                      25

<PAGE>

Participants Agreement and this Trust Agreement, the provisions of the
Participants Agreement shall govern.

                           (c) Concurrently with any Paired Subsequent
Issuance, the Trustee, as directed by the Administrative Agent, acting together
with the Up-MACRO Holding Trustee, each on behalf of their respective Paired
Holding Trust, shall adjust the aggregate amount of the Income Distribution
Agreement and enter into additional Settlement Contracts based on the Net Par
Amount Change to the Down-MACRO Aggregate Par Amount and the Up-MACRO Aggregate
Par Amount, after giving effect to any Paired Subsequent Issuances or Paired
Optional Redemptions occurring on that Business Day.

                           (d) The Trustee shall have the absolute right, but
shall have no obligation, to reject any Purchase Order (i) if the
Administrative Agent determines that the Authorized Participant directing the
Paired Subsequent Issuance has not deposited sufficient funds with the Trustee,
(ii) if the Depositor determines that such Purchase Order would have adverse
tax or securities law consequences for either of the Paired Holding Trusts or
the holders of the Paired Holding Shares, (iii) the acceptance or fulfillment
of which would, in the opinion of counsel to the Depositor acceptable to the
Trustee, be unlawful, (iv) in the case of a Paired Subsequent Issuance, if the
Up-MACRO Holding Trustee notifies the Trustee that it has rejected or shall
reject the Purchase Order for additional Up-MACRO Holding Shares made in
connection with such issuance or (v) if circumstances outside the control of
the Trustee, the Depositor or the Administrative Agent make it impractical or
not feasible to cause the Down-MACRO Holding Trust to issue additional
Down-MACRO Holding Shares. None of the Trustee, the Depositor or the
Administrative Agent shall be liable to any Person by reason of the rejection
of any Purchase Order.

                           (e) A non-refundable transaction fee will be payable
to the Trustee for its own account in connection with each Purchase Order
pursuant to this Section 2.6 in the amount specified in Section 6 of the
Participants Agreement.

                           (f) Only global Certificates will be issued to the
Depository upon the Paired Subsequent Issuance of additional Down-MACRO Holding
Shares. So long as the Depository Agreement is in effect, the Down-MACRO
Holding Shares will be transferable solely through the book-entry systems of
the Depository, and DTC Participants and their Indirect Participants, as more
fully described in Section 2.5 hereof. The Depository may discontinue providing
its services with respect to the Down-MACRO Holding Shares by giving notice to
the Trustee, the Administrative Agent and the Depositor pursuant to and in
conformity with the provisions of the Depository Agreement and discharging its
responsibilities with respect thereto under applicable law. Under such
circumstances, the Trustee, the Administrative Agent and the Depositor shall
find a replacement for the Depository to perform its functions at a comparable
cost and on terms acceptable to the Trustee and the Depositor.

                  Section 2.7 Down-MACRO Recapitalization Issuance Following a
Recapitalization Event.

                           (a) If, on any Price Determination Day, the
Applicable Reference Price of Crude Oil increases to an Ending Level at which
the Down-MACRO Underlying Value is less than or equal to zero, then the
Administrative Agent shall promptly, but not later than the close of business
on such Price Determination Day, send both an electronic notice and a written
notice thereof (via overnight courier) to the Depositor, the Trustee, the
Up-MACRO Holding Trustee, the Down-MACRO Tradeable Trustee and the Up-MACRO
Tradeable Trustee. The


                                       26

<PAGE>

Administrative Agent shall also immediately commence soliciting orders from
each of the Authorized Participants and any other Persons meeting the
requirements for an Authorized Participant but not otherwise a party to the
Participants Agreement to participate in an issuance of additional Down-MACRO
Holding Shares if an Down-MACRO Recapitalization Event occurs (such issuance,
an "Down-MACRO Subsequent Issuance").

                           (b) If the Applicable Reference Price of Crude Oil
remains at or above an Ending Level at which the Down-MACRO Underlying Value is
less than or equal to zero for 10 consecutive Price Determination Days and an
Down-MACRO Recapitalization Event occurs pursuant to Section 11.1, and (ii) the
Administrative Agent has received sufficient orders from Authorized
Participants or any other similarly situated Person described in paragraph (a)
of this Section 2.7 to issue Down-MACRO Holding Shares in an Aggregate Par
Amount equal to at least [ ]% of the Aggregate Par Amount of the currently
Outstanding Down-MACRO Holding Shares, then the Administrative Agent shall
communicate such orders to the Trustee. Concurrently, the Depositor, the
Trustee, acting together with the Up-MACRO Holding Trustee, each on behalf of
their respective Paired Holding Trust, the Administrative Agent, and any Person
who wishes to purchase newly issued Down-MACRO Holding Shares shall enter into
a purchase agreement, mutually acceptable to the parties thereto, under which
additional Down-MACRO Holding Shares shall be issued following the occurrence
of an Down-MACRO Recapitalization Event (such additional issuance, an
"Down-MACRO Recapitalization Issuance"). Such Down-MACRO Subsequent Issuance
shall be conditioned upon (i) the effectiveness of a new registration statement
containing an updated prospectus relating to the Down-MACRO Holding Shares,
(ii) the delivery by the Depositor of such new prospectus relating to the new
Down-MACRO Holding Shares and (iii) satisfaction of the Down-MACRO
Recapitalization Condition.

                           (c) Upon the closing date of the Down-MACRO
Subsequent Issuance (as set forth in the purchase agreement described in
paragraph (b) of this Section 2.7), the parties hereto shall enter into an
amendment to this Trust Agreement and the Up-MACRO Holding Trust Agreement in
order to reflect a new Starting Level.

                           (d) Concurrently with the creation of additional
Down-MACRO Holding Shares in an Down-MACRO Subsequent Issuance pursuant to
paragraph (b) of this Section 2.7, or the creation of additional Up-MACRO
Holding Shares pursuant to Section [2.7(b)] of the Up-MACRO Holding Trust
Agreement, the Trustee, acting together with the Up-MACRO Holding Trustee, each
on behalf of their respective Paired Holding Trust and as instructed by the
Administrative Agent, shall adjust, on the Down-MACRO Subsequent Issuance date,
the aggregate amount of the Income Distribution Agreement and the notional
amount of the Settlement Contracts based on the Net Par Amount Change to the
Down-MACRO Aggregate Par Amount and the Up-MACRO Aggregate Par Amount, if any,
occurring due to the Down-MACRO Recapitalization Issuance.

                           (e) Subject to the requirements and limitations set
forth herein and in the Participants Agreement, the number of Down-MACRO
Holding Shares that the Down-MACRO Holding Trust may issue as part of an
Down-MACRO Recapitalization Issuance is unlimited.

                  Section 2.8 Down-MACRO Recapitalization Condition. A
Down-MACRO Recapitalization Issuance may be effected in connection with a
Down-MACRO Recapitalization Event only if, following such Down-MACRO
Recapitalization Issuance, the Down-MACRO Settlement Payment and the Up-MACRO
Settlement Payment, as applicable, that would be due in connection with a
movement in the Applicable Reference Price of Crude Oil of any specified


                                      27

<PAGE>

magnitude measured from any one point to any other point within the applicable
Down-MACRO or Up-MACRO Price Range would be equal to the Down-MACRO or Up-MACRO
Settlement Payment that was payable prior to such Down-MACRO Recapitalization
Issuance in connection with a movement in the Applicable Reference Price of
Crude Oil of the same magnitude. The foregoing limitation on the ability of the
Trustee, acting on behalf of the Down-MACRO Holding Trust, to effect a
Down-MACRO Recapitalization Issuance is referred to herein as the "Down-MACRO
Recapitalization Condition."

                                   ARTICLE III

        APPOINTMENT OF THE TRUSTEE, ADMINISTRATIVE AND MARKETING AGENT;
             THE ADMINISTRATION AND REINVESTMENT OF THE TREASURIES;
                           ESTABLISHMENT OF ACCOUNTS
                           -------------------------

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

                           (a) [ ] agrees to act as Trustee, 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
Holders of the Down-MACRO Holding Shares by their acceptance of their shares
consent to [ ] acting as Trustee under this Trust Agreement and as trustee for
the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement.

                           (b) Without limiting the generality of the
foregoing, the Trustee is hereby authorized and empowered (i) to make
withdrawals and payments or to instruct any paying agent or custodian appointed
by the Trustee to make withdrawals and payments from the Securities Account and
the Distribution Account, as set forth in this Trust Agreement, (ii) to enter
into the Income Distribution Agreement, the Settlement Contracts, the
Participants Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing
Agreement and any other agreement related to the powers and purposes of the
Down-MACRO Holding Trust, (iii) to settle the purchase of Treasuries at the
direction of the Administrative Agent and (iv) to take any action required or
permitted under the Income Distribution Agreement, the Settlement Contracts,
the Participants Agreement, the MACRO Licensing Agreement and the NYMEX
Sublicensing Agreement, as set forth in this Trust Agreement and any such
action needed for the daily operation of the Trust. Without limiting the
generality of the foregoing and with the prior written consent of the
Depositor, the Trustee is hereby authorized and empowered to make any filings,
reports, notices, applications and registrations with, and to seek any consents
or authorizations from, the SEC and any state securities authority on behalf of
the Down-MACRO Holding Trust as may be necessary or advisable to comply with
any federal or state securities laws or reporting requirements; provided,
however, that at all times on and prior to the Closing Date, the Depositor
shall make all filings with the SEC and under state securities laws on behalf
of the Down-MACRO Holding Trust.

                           (c) The Trustee agrees that upon a request by the
Depositor it will use its best efforts to obtain and maintain the listing of
the Down-MACRO Holding Shares on any specified stock exchange as directed by
the Depositor. If any such request is made, the Trustee shall give notice to
the Depositor and the Administrative Agent of the date on which such Down-MACRO
Holding Shares are approved for such listing promptly, but in no event longer
than two (2) Business Days, after such listing has been obtained. Within three
(3) Business Days following receipt of notice from the Administrative Agent to
the Trustee of any actual, proposed or contemplated de-listing of such
Down-MACRO Holding Shares by any such stock exchange,


                                      28

<PAGE>

the Trustee, upon direction from the Depositor, will terminate any listing on
any such stock exchange.

                           (d) The Trustee shall be responsible for the accrual
of the Trust expenses and for payment of any expenses incurred by it in
connection with the performance of its duties under this Trust Agreement,
including, without limitation, the fees and disbursements of any Transfer Agent
and Registrar, the fees and expenses of its legal counsel, the fees and
disbursements of independent accountants and all other fees and expenses,
including the costs of any filing and the costs and expenses relating to
obtaining and maintaining the listing of the Down-MACRO Holding Shares on any
stock exchange.

                  Section 3.2 Representations, Warranties and Covenants of the
Trustee. [ ], 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 (and on the date of any such appointment), the
following representations, warranties and covenants to the Down-MACRO Holding
Trust in accepting the Treasuries in trust and executing this Trust Agreement
(and agrees that the Depositor, the Administrative Agent and the Holders, as
applicable, may rely on each such representation, warranty and covenant):

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

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

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

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

                           (e) No Violation. The execution and delivery of this
Trust Agreement by the Trustee, the performance of the transactions
contemplated by this Trust Agreement and the fulfillment of the terms hereof
applicable to the Trustee, will not conflict with, violate, result in any
breach of any of the material terms and provisions of, or constitute (with or
without notice or lapse of time or both) a material default under, any
Requirement of Law applicable to the Trustee


                                      29

<PAGE>

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 court,
regulatory body, administrative agency or other tribunal or governmental
instrumentality seeking to prevent the issuance of the Down-MACRO Holding
Shares or the consummation of any of the transactions contemplated by this
Trust Agreement, seeking any determination or ruling that, in the reasonable
judgment of the Trustee, would materially and adversely affect the performance
by the Trustee


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