Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing Agents. (a) Claymore Securities, Inc. agrees to act as Administrative Agent under this Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to Claymore Securities, Inc. acting as Administrative Agent under this Trust Agreement and as administrative agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. (b) The Administrative Agent shall direct the Trustee in effecting exchanges of Down-MACRO Tradeable Shares for the underlying Down-MACRO Holding Shares in connection with Paired Issuances and Paired Optional Redemptions. The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunder. (c) The Administrative Agent shall comply with and perform its administrative obligations set forth in the Down-MACRO Holding Trust Agreement and the Up-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the Down-MACRO Tradeable Shares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website. (d) Each Marketing Agent shall comply with and perform its obligations with respect to the Down-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent. (e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of the Down-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to the performance of its obligations under this Trust Agreement. (f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the Down-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement.
Appears in 7 contracts
Samples: Claymore Macroshares Oil Down Tradeable Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Tradeable Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Tradeable Trust Agreement (MACRO Securities Depositor, LLC)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing Agents.
(a) Claymore Securities, Inc. agrees to act as Administrative Agent under this Agreement and the Holders of the Down-MACRO Tradeable Holding Shares by their acceptance of their shares consent to Claymore Securities, Inc. acting as Administrative Agent under this Trust Agreement and as administrative agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement Agreement, for the Down-MACRO Tradeable Trust under the Down-MACRO Tradeable Trust Agreement, and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Holding Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement, for the Down-MACRO Tradeable Trust under the Down-MACRO Tradeable Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct the Trustee (i) in effecting exchanges of Down-MACRO Tradeable Shares for investing all cash on deposit from time to time in the underlying Down-MACRO Holding Shares Distribution Account and cash received from Authorized Participants in connection with Paired Issuances in Eligible Treasuries, (ii) in investing the proceeds from such Eligible Treasuries and (iii) in selecting Eligible Treasuries for delivery to the Up-MACRO Holding Trust to make settlement payments under the Settlement Contracts and to Holders to make a Final Distribution in accordance with the terms set forth in this Trust Agreement and its customary and established procedures relating to administering Eligible Treasuries and other comparable investments. The Administrative Agent shall also direct the Trustee (i) in amending the Income Distribution Agreement pursuant to Section 6.3(c) and (d), and (ii) in settling and terminating settlement contracts in connection with Paired Optional RedemptionsRedemptions and entering into new settlement contracts in connection with Paired Issuances, in each case, on a net basis, as determined pursuant to Section 6.3(c). The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with instructing the foregoing duties Trustee in the administration, reinvestment, and delivery of the Eligible Treasuries which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunderfor directing the administration of the Eligible Treasuries. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunder.
(c) The Administrative Agent shall comply with and perform its administrative obligations (i) with respect to the Eligible Treasuries in accordance with Section 6.1 and Section 6.8 and (ii) set forth in the Down-MACRO Holding Tradeable Trust Agreement and the Up-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the Down-MACRO Tradeable Holding Shares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.
(d) Each Marketing Agent shall comply with and perform its obligations with respect to the Down-MACRO Tradeable Holding Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust AgreementAgent, Claymore Securities, Inc. will be entitled to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust AgreementDate. The Administrative Agent shall not be liable for any expenses the transaction costs incurred by it on behalf in connection with the acquisition of the Down-MACRO Tradeable TrustEligible Treasuries, but shall be responsible liable for its overhead expenses related to its selection and administration of the performance of its obligations under Eligible Treasuries that are required to be undertaken by it pursuant to this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the Down-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust AgreementDate.
Appears in 7 contracts
Samples: Claymore Macroshares Oil Down Holding Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Holding Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Holding Trust Agreement (MACRO Securities Depositor, LLC)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsTrustee.
(a) Claymore Securities, Inc. Investors Bank & Trust Company agrees to act as Administrative Trustee, Trust Accounting Agent, Custodian, Transfer Agent and Registrar under this Trust Agreement and has concurrently agreed to act as the Up-MACRO Holding Trustee under the Up-MACRO Holding Trust Agreement, the Down-MACRO Tradeable Trustee under the Down-MACRO Tradeable Trust Agreement and the Up-MACRO Tradeable Trustee under the Up-MACRO Tradeable Trust Agreement. The Holders of the Down-MACRO Tradeable Shares Holding Shares, by their acceptance of their shares shares, consent to Claymore Securities, Inc. Investors Bank & Trust Company acting as Administrative Agent Trustee under this Trust Agreement and as administrative agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, trustee for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and Agreement, as trustee for the UpDown-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and trustee for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct the Trustee in effecting exchanges of Down-MACRO Tradeable Shares for the underlying Down-MACRO Holding Shares in connection with Paired Issuances and Paired Optional Redemptions. The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish Subject to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunder.
(c) The Administrative Agent shall comply with limited purposes and perform its administrative obligations set forth in the Down-MACRO Holding Trust Agreement and the Up-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the Down-MACRO Tradeable Shares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.
(d) Each Marketing Agent shall comply with and perform its obligations with respect to the Down-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 functions of the Down-MACRO Holding Trust specified in Section 2.3 hereof, the Trustee is hereby authorized, instructed and empowered (i) to make withdrawals and payments or to instruct any paying agent or custodian appointed by the Trustee to make withdrawals and payments from the Securities Account, the Distribution Account, the Fee Payment Account and the Netting Account as set forth in this Trust Agreement. The Administrative Agent shall not be liable for , (ii) to enter into the Income Distribution Agreement, the Settlement Contracts, the Participants Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing Agreement and any expenses incurred by it other agreement relating to the powers and purposes of the Down-MACRO Holding Trust, (iii) to purchase Eligible Treasuries (including entering into Eligible Treasury Repurchase Agreements) on behalf of the Down-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to Holding Trust at the performance direction of its obligations under this Trust Agreement.
(f) As compensation for acting as a Marketing the Administrative Agent, MACRO Financial(iv) to make daily, LLC will be entitled to receive quarterly and annual calculations on behalf of the Down-MACRO Marketing FeeHolding Trust, which shall be payable and (v) to it in arrears on each take any action required or permitted under the Income Distribution Payment Date in accordance Agreement, the Settlement Contracts, the Participants Agreement, the MACRO Licensing Agreement and the NYMEX Sublicensing Agreement, and any action needed for the daily operation of the Down-MACRO Holding Trust. Without limiting the generality of the foregoing and with the provisions prior written consent of Section 5.4 the Depositor, the Trustee is hereby authorized and empowered to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the SEC and any state securities authority on behalf of the Down-MACRO Holding Trust as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements; provided, however, that, the Depositor shall make all filings with the SEC and under state securities laws on behalf of the Down-MACRO Holding Trust to the extent required to do so hereby.
(c) The Trustee shall be entitled to be reimbursed for any expenses incurred by it, with the prior approval of the Depositor or the Administrative Agent, in connection with the performance of its duties under this Trust Agreement, including, without limitation, the fees and disbursements of any custodian, Transfer Agent and Registrar, the reasonable fees and expenses of its legal counsel, the fees and disbursements of Independent accountants, and the expenses associated with failed Creation Orders or Redemption Orders under the Participants Agreement. If so requested by the Depositor or the Administrative Agent, the Trustee may expend its own funds on behalf of the Down-MACRO Holding Trust and shall be reimbursed therefor on the next scheduled Distribution Payment Date.
Appears in 7 contracts
Samples: Claymore Macroshares Oil Down Holding Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Holding Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Holding Trust Agreement (MACRO Securities Depositor, LLC)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing Agents.
(a) Claymore Securities, Inc. agrees to act as Administrative Agent under this Agreement and the Holders of the DownUp-MACRO Tradeable Holding Shares by their acceptance of their shares consent to Claymore Securities, Inc. acting as Administrative Agent under this Trust Agreement and as administrative agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Tradeable Trust under the Up-MACRO Holding Tradeable Trust Agreement Agreement, and for the UpDown-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the DownUp-MACRO Tradeable Holding Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Tradeable Trust under the Up-MACRO Holding Tradeable Trust Agreement and for the UpDown-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct the Trustee (i) in effecting exchanges of Down-MACRO Tradeable Shares for investing all cash on deposit from time to time in the underlying Down-MACRO Holding Shares Distribution Account and cash received from Authorized Participants in connection with Paired Issuances in Eligible Treasuries, (ii) in investing the proceeds from such Eligible Treasuries and (iii) in selecting Eligible Treasuries for delivery to the Down-MACRO Holding Trust to make settlement payments under the Settlement Contracts and to Holders to make a Final Distribution in accordance with the terms set forth in this Trust Agreement and its customary and established procedures relating to administering Eligible Treasuries and other comparable investments. The Administrative Agent shall also direct the Trustee (i) in amending the Income Distribution Agreement pursuant to Section 6.3(c) and (d), and (ii) in settling and terminating settlement contracts in connection with Paired Optional RedemptionsRedemptions and entering into new settlement contracts in connection with Paired Issuances, in each case, on a net basis, as determined pursuant to Section 6.3(c). The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with instructing the foregoing duties Trustee in the administration, reinvestment, and delivery of the Eligible Treasuries which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunderfor directing the administration of the Eligible Treasuries. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunder.
(c) The Administrative Agent shall comply with and perform its administrative obligations (i) with respect to the Eligible Treasuries in accordance with Section 6.1 and Section 6.8 and (ii) set forth in the DownUp-MACRO Holding Tradeable Trust Agreement and the UpDown-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the DownUp-MACRO Tradeable Holding Shares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.
(d) Each Marketing Agent shall comply with and perform its obligations with respect to the DownUp-MACRO Tradeable Holding Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust AgreementAgent, Claymore Securities, Inc. will be entitled to receive the DownUp-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust AgreementDate. The Administrative Agent shall not be liable for any expenses the transaction costs incurred by it on behalf in connection with the acquisition of the Down-MACRO Tradeable TrustEligible Treasuries, but shall be responsible liable for its overhead expenses related to its selection and administration of the performance of its obligations under Eligible Treasuries that are required to be undertaken by it pursuant to this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the DownUp-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust AgreementDate.
Appears in 7 contracts
Samples: Claymore Macroshares Oil Up Holding Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Up Holding Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Up Holding Trust Agreement (MACRO Securities Depositor, LLC)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsTrustee.
(a) Claymore Securities, Inc. Investors Bank & Trust Company agrees to act as Administrative Trustee, Trust Accounting Agent, Custodian, Transfer Agent and Registrar under this Trust Agreement and has concurrently agreed to act as the Holders of Down-MACRO Holding Trustee under the Down-MACRO Holding Trust Agreement, the Up-MACRO Tradeable Trustee under the Up-MACRO Tradeable Trust Agreement and the Down-MACRO Tradeable Shares Trustee under the Down-MACRO Tradeable Trust Agreement. The Holders of the Up-MACRO Holding Shares, by their acceptance of their shares shares, consent to Claymore Securities, Inc. Investors Bank & Trust Company acting as Administrative Agent Trustee under this Trust Agreement and as administrative agent trustee for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and as trustee for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent trustee for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct Subject to the Trustee in effecting exchanges limited purposes and functions of Down-MACRO Tradeable Shares for the underlying DownUp-MACRO Holding Shares Trust specified in connection Section 2.3 hereof, the Trustee is hereby authorized, instructed and empowered (i) to make withdrawals and payments or to instruct any paying agent or custodian appointed by the Trustee to make withdrawals and payments from the Securities Account, the Distribution Account, the Fee Payment Account and the Netting Account as set forth in this Trust Agreement, (ii) to enter into the Income Distribution Agreement, the Settlement Contracts, the Participants Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing Agreement and any other agreement relating to the powers and purposes of the Up-MACRO Holding Trust, (iii) to purchase Eligible Treasuries (including entering into Eligible Treasury Repurchase Agreements) on behalf of the Up-MACRO Holding Trust at the direction of the Administrative Agent, (iv) to make daily, quarterly and annual calculations on behalf of the Up-MACRO Holding Trust, and (v) to take any action required or permitted under the Income Distribution Agreement, the Settlement Contracts, the Participants Agreement, the MACRO Licensing Agreement and the NYMEX Sublicensing Agreement, and any action needed for the daily operation of the Up-MACRO Holding Trust. Without limiting the generality of the foregoing and with Paired Issuances the prior written consent of the Depositor, the Trustee is hereby authorized and Paired Optional Redemptions. The Administrative Agent empowered to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the SEC and any state securities authority on behalf of the Up-MACRO Holding Trust as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements; provided, however, that, the Depositor shall have full power make all filings with the SEC and authority, acting alone or through any party properly designated by it hereunder, under state securities laws on behalf of the Up-MACRO Holding Trust to the extent required to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunderso hereby.
(c) The Trustee shall be entitled to be reimbursed for any expenses incurred by it, with the prior approval of the Depositor or the Administrative Agent, in connection with the performance of its duties under this Trust Agreement, including, without limitation, the fees and disbursements of any custodian, Transfer Agent shall comply and Registrar, the reasonable fees and expenses of its legal counsel, the fees and disbursements of Independent accountants, and the expenses associated with and perform failed Creation Orders or Redemption Orders under the Participants Agreement. If so requested by the Depositor or the Administrative Agent, the Trustee may expend its administrative obligations set forth in the Down-MACRO Holding Trust Agreement and own funds on behalf of the Up-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the Down-MACRO Tradeable Shares shall be third party beneficiaries of reimbursed therefor on the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.
(d) Each Marketing Agent shall comply with and perform its obligations with respect to the Down-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each next scheduled Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of the Down-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to the performance of its obligations under this Trust AgreementDate.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the Down-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement.
Appears in 7 contracts
Samples: Claymore Macroshares Oil Up Holding Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Up Holding Trust Agreement (MACROshares Oil Up Holding Trust), Claymore Macroshares Oil Up Holding Trust Agreement (MACRO Securities Depositor, LLC)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsTrustee.
(a) Claymore Securities, Inc. Investors Bank & Trust Company agrees to act as Administrative Trustee, Trust Accounting Agent, Custodian, Transfer Agent and Registrar under this Trust Agreement and has concurrently agreed to act as the Holders of Up-MACRO Holding Trustee under the Up-MACRO Holding Trust Agreement, the Down-MACRO Holding Trustee under the Down-MACRO Holding Trust Agreement and the Down-MACRO Tradeable Shares Trustee under the Down-MACRO Tradeable Trust Agreement. The Holders of the Up-MACRO Tradeable Shares, by their acceptance of their shares shares, consent to Claymore Securities, Inc. Investors Bank & Trust Company acting as Administrative Agent Trustee under this Trust Agreement and as administrative agent trustee for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement, as trustee for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, Agreement and as trustee for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the UpDown-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct Subject to the limited purposes and functions of the Up-MACRO Tradeable Trust specified in Section 2.3 hereof, the Trustee is hereby authorized, instructed and empowered (i) to make deposits and withdrawals from the Securities Account, the Distribution Account and the Netting Account, as set forth in effecting exchanges of Downthis Trust Agreement; (ii) to make distributions on the Up-MACRO Tradeable Shares for in accordance with Section 5.2 hereof; (iii) to administer the underlying DownUp-MACRO Tradeable Trust; (iv) to furnish to the Up-MACRO Holding Trustee and the Administrative Agent notification of and all documentation relating to the fees and expenses incurred by the Up-MACRO Tradeable Trust, pursuant to Section 5.3 of this Trust Agreement; (v) to effect the exchange of Up-MACRO Tradeable Shares in connection with Paired Issuances Optional Redemptions and Paired Optional RedemptionsIssuances in accordance with the provisions of Section 6.1 and Section 6.2 hereof, and to effect exchanges of Up-MACRO Tradeable Shares pursuant to Section 6.3 hereof; (vi) to enter into the Participants Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing Agreement and the Calculation Agency Agreement; (vii) to make certain calculations on behalf of the Up-MACRO Tradeable Trust; and (viii) to take any action required or permitted under this Trust Agreement and any action needed for the daily operation of the Up-MACRO Tradeable Trust. The Administrative Agent Without limiting the generality of the foregoing and with the prior written consent of the Depositor, the Trustee is hereby authorized and empowered to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the SEC and any state securities authority on behalf of the Up-MACRO Tradeable Trust as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements; provided, however, that the Depositor shall have full power make all filings with the SEC and authority, acting alone or through any party properly designated by it hereunder, under state securities laws on behalf of the Up-MACRO Tradeable Trust to the extent required to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunderso hereby.
(c) The Administrative Agent shall comply with and perform its administrative obligations set forth in the Down-MACRO Holding Trust Agreement and Pursuant to Section 3.1(c) of the Up-MACRO Holding Trust Agreement in accordance the Trustee shall be entitled to be reimbursed for any expenses incurred by it, with the terms prior approval of each such agreement the Depositor or the Administrative Agent, in connection with the performance of its duties under this Trust Agreement, including, without limitation, the fees and disbursements of any custodian, Transfer Agent and Registrar, the reasonable fees and expenses of legal counsel, the fees and disbursements of Independent accountants, and the Holders expenses associated with failed Creation and Exchange Orders under the Participants Agreement. If so instructed by the Depositor or the Administrative Agent, the Trustee may expend its own funds on behalf of the DownUp-MACRO Tradeable Shares Trust and shall be third party beneficiaries of reimbursed therefor on the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Websitenext scheduled Distribution Payment Date.
(d) Each Marketing Agent The Up-MACRO Tradeable Trust shall comply with not, and perform its obligations with the Trustee shall not cause the Up-MACRO Tradeable Trust to, nor shall the Depositor direct the Trustee to, engage in any activity other than as required or authorized by this Trust Agreement. In particular, the Up-MACRO Tradeable Trust shall not and the Trustee shall not cause the Up-MACRO Tradeable Trust to:
(i) invest any interest or other distributions paid in respect of the Trust Assets, but shall distribute all such proceeds to the DownHolders on the date of receipt thereof pursuant to the terms of this Trust Agreement and of the Up-MACRO Tradeable Shares;
(ii) acquire any assets other than as expressly provided herein;
(iii) possess Trust Assets for a purpose other than those described in Section 2.3;
(iv) sell, pledge, hypothecate or transfer the Up-MACRO Holding Shares (except in accordance with Section 6.2 or Section 6.3);
(v) make any loans or incur any indebtedness or acquire any securities other than Up-MACRO Holding Shares;
(vi) except as expressly permitted pursuant to Section 15.1, act in such a way as to vary the terms of the Up-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.any way whatsoever;
(evii) As compensation for acting as issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of the DownUp-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to other than the performance of its obligations under this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the DownUp-MACRO Marketing FeeTradeable Shares and the Founders' Shares, which shall be payable redeemed and cancelled by the Trustee upon the first issuance of Up-MACRO Tradeable Shares and shall not thereafter be reissued;
(viii) (A) direct the time, method and place of conducting any proceeding for any remedy available to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 Up-MACRO Tradeable Trust as the holder of the DownUp-MACRO Holding Shares or exercising any power conferred upon Holders of Up-MACRO Holding Shares, (B) waive any past default or violation that is waivable under the terms of the Up-MACRO Holding Shares or (C) consent to any amendment or modification of the terms of any Up-MACRO Holding Shares where such consent shall be required, except, in each case, if permitted hereby or after receiving instructions from the Holders of the Up-MACRO Tradeable Shares pursuant to Section 15.6(b) hereof;
(ix) file a certificate of cancellation of the Up-MACRO Tradeable Trust Agreementor take any other action to terminate the Up-MACRO Tradeable Trust, except in connection with a liquidation thereof pursuant to Article 14 hereof;
(x) take any action that would cause the Up-MACRO Tradeable Trust to be classified other than as a grantor trust for U.S. federal income tax purposes; or
(xi) take any action that would cause the Up-MACRO Tradeable Trust to be required to register as an investment company under the Investment Company Act or as a commodity pool under the CEAct.
Appears in 7 contracts
Samples: Claymore Macroshares Oil Up Tradeable Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Up Tradeable Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Up Tradeable Trust Agreement (MACROshares Oil Up Holding Trust)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsTrustee.
(a) Claymore Securities, Inc. Investors Bank & Trust Company agrees to act as Administrative Trustee, Trust Accounting Agent, Custodian, Transfer Agent and Registrar under this Trust Agreement and has concurrently agreed to act as the Down-MACRO Holding Trustee under the Down-MACRO Holding Trust Agreement, the Up-MACRO Holding Trustee under the Up-MACRO Holding Trust Agreement and the Up-MACRO Tradeable Trustee under the Up-MACRO Tradeable Trust Agreement. The Holders of the Down-MACRO Tradeable Shares Shares, by their acceptance of their shares shares, consent to Claymore Securities, Inc. Investors Bank & Trust Company acting as Administrative Agent Trustee under this Trust Agreement and as administrative agent trustee for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, as trustee for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and trustee for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement.
(b) The Subject to the limited purposes and functions of the Down-MACRO Tradeable Trust specified in Section 2.3 hereof, the Trustee is hereby authorized, instructed and empowered (i) to make deposits and withdrawals from the Securities Account, the Distribution Account and the Netting Account, as set forth in this Trust Agreement; (ii) to make distributions on the Down-MACRO Tradeable Shares in accordance with Section 5.2 hereof; (iii) to administer the Down-MACRO Tradeable Trust; (iv) to furnish to the Down-MACRO Holding Trustee and the Administrative Agent shall direct notification of and all documentation relating to the Trustee fees and expenses incurred by the Down-MACRO Tradeable Trust, pursuant to Section 5.3 of this Trust Agreement; (v) to effect the exchange of Down-MACRO Tradeable Shares in effecting connection with Paired Optional Redemptions and Paired Issuances in accordance with the provisions of Section 6.1 and Section 6.2 hereof, and to effect exchanges of Down-MACRO Tradeable Shares for pursuant to Section 6.3 hereof; (vi) to enter into the underlying Participants Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing Agreement and the Calculation Agency Agreement; (vii) to make certain calculations on behalf of the Down-MACRO Holding Shares in connection Tradeable Trust; and (viii) to take any action required or permitted under this Trust Agreement and any action needed for the daily operation of the Down-MACRO Tradeable Trust. Without limiting the generality of the foregoing and with Paired Issuances the prior written consent of the Depositor, the Trustee is hereby authorized and Paired Optional Redemptions. The Administrative Agent 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 Tradeable Trust as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements; provided, however, that the Depositor shall have full power make all filings with the SEC and authority, acting alone or through any party properly designated by it hereunder, under state securities laws on behalf of the Down-MACRO Tradeable Trust to the extent required to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunderso hereby.
(c) The Administrative Agent shall comply with and perform its administrative obligations set forth in Pursuant to Section 3.1(c) of the Down-MACRO Holding Trust Agreement the Trustee shall be entitled to be reimbursed for any expenses incurred by it, with the prior approval of the Depositor or the Administrative Agent, in connection with the performance of its duties under this Trust Agreement, including, without limitation, the fees and disbursements of any custodian, Transfer Agent and Registrar, the reasonable fees and expenses of legal counsel, the fees and disbursements of Independent accountants, and the Upexpenses associated with failed Creation and Exchange Orders under the Participants Agreement. If so instructed by the Depositor or the Administrative Agent, the Trustee may expend its own funds on behalf of the Down-MACRO Tradeable Trust and shall be reimbursed therefor on the next scheduled Distribution Payment Date.
(d) The Down-MACRO Tradeable Trust shall not, and the Trustee shall not cause the Down-MACRO Tradeable Trust to, nor shall the Depositor direct the Trustee to, engage in any activity other than as required or authorized by this Trust Agreement. In particular, the Down-MACRO Tradeable Trust shall not and the Trustee shall not cause the Down-MACRO Tradeable Trust to:
(i) invest any interest or other distributions paid in respect of the Trust Assets, but shall distribute all such proceeds to the Holders on the date of receipt thereof pursuant to the terms of this Trust Agreement and of the Down-MACRO Tradeable Shares;
(ii) acquire any assets other than as expressly provided herein;
(iii) possess Trust Assets for a purpose other than those described in Section 2.3;
(iv) sell, pledge, hypothecate or transfer the Down-MACRO Holding Trust Agreement Shares (except in accordance with Section 6.2 or Section 6.3);
(v) make any loans or incur any indebtedness or acquire any securities other than Down-MACRO Holding Shares;
(vi) except as expressly permitted pursuant to Section 15.1, act in such a way as to vary the terms of the Down-MACRO Tradeable Shares in any way whatsoever;
(vii) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Down-MACRO Tradeable Trust, other than the Down-MACRO Tradeable Shares and the Founders' Shares, which shall be redeemed and cancelled by the Trustee upon the first issuance of Down-MACRO Tradeable Shares and shall not thereafter be reissued;
(viii) (A) direct the time, method and place of conducting any proceeding for any remedy available to the Down-MACRO Tradeable Trust as the holder of the Down-MACRO Holding Shares or exercising any power conferred upon Holders of Down-MACRO Holding Shares, (B) waive any past default or violation that is waivable under the terms of the Down-MACRO Holding Shares or (C) consent to any amendment or modification of the terms of any Down-MACRO Holding Shares where such consent shall be required, except, in each such agreement and case, if permitted hereby or after receiving instructions from the Holders of the Down-MACRO Tradeable Shares shall be third party beneficiaries of the Administrative Agent's covenants pursuant to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.Section 15.6(b) hereof;
(dix) Each Marketing Agent shall comply with and perform its obligations with respect to file a certificate of cancellation of the Down-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled or take any other action to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of terminate the Down-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related except in connection with a liquidation thereof pursuant to the performance of its obligations under this Trust Agreement.ARTICLE 14 hereof;
(fx) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive take any action that would cause the Down-MACRO Marketing Fee, which shall Tradeable Trust to be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of classified other than as a grantor trust for U.S. federal income tax purposes; or
(xi) take any action that would cause the Down-MACRO Holding Tradeable Trust Agreementto be required to register as an investment company under the Investment Company Act or as a commodity pool under the CEAct.
Appears in 7 contracts
Samples: Claymore Macroshares Oil Down Tradeable Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Tradeable Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Tradeable Trust Agreement (MACRO Securities Depositor, LLC)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing Agents.
(a) Claymore Securities, Inc. agrees to act as Administrative Agent under this Agreement and the Holders of the DownUp-MACRO Tradeable Shares by their acceptance of their shares consent to Claymore Securities, Inc. acting as Administrative Agent under this Trust Agreement and as administrative agent for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement, for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the UpDown-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the DownUp-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement, for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the UpDown-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct the Trustee in effecting exchanges of DownUp-MACRO Tradeable Shares for the underlying DownUp-MACRO Holding Shares in connection with Paired Issuances and Paired Optional Redemptions. The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunder.
(c) The Administrative Agent shall comply with and perform its administrative obligations set forth in the DownUp-MACRO Holding Trust Agreement and the UpDown-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the DownUp-MACRO Tradeable Shares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.
(d) Each Marketing Agent shall comply with and perform its obligations with respect to the DownUp-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled to receive the DownUp-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the DownUp-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of the DownUp-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to the performance of its obligations under this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the DownUp-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the DownUp-MACRO Holding Trust Agreement.
Appears in 7 contracts
Samples: Claymore Macroshares Oil Up Tradeable Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Up Tradeable Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Up Tradeable Trust Agreement (MACRO Securities Depositor, LLC)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsTrustee.
(a) Claymore Securities, Inc. State Street Bank and Trust Company (as successor to Investors Bank & Trust Company) agrees to act as Administrative Trustee, Trust Accounting Agent, Custodian, Transfer Agent and Registrar under this Trust Agreement and has concurrently agreed to act as the Holders of Up-MACRO Holding Trustee under the Up-MACRO Holding Trust Agreement, the Down-MACRO Holding Trustee under the Down-MACRO Holding Trust Agreement and the Down-MACRO Tradeable Shares Trustee under the Down-MACRO Tradeable Trust Agreement. The Holders of the Up-MACRO Tradeable Shares, by their acceptance of their shares shares, consent to Claymore Securities, Inc. State Street Bank and Trust Company acting as Administrative Agent Trustee under this Trust Agreement and as administrative agent trustee for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement, as trustee for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, Agreement and as trustee for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the UpDown-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct Subject to the limited purposes and functions of the Up-MACRO Tradeable Trust specified in Section 2.3 hereof, the Trustee is hereby authorized, instructed and empowered (i) to make deposits and withdrawals from the Securities Account, the Distribution Account and the Netting Account, as set forth in effecting exchanges of Downthis Trust Agreement; (ii) to make distributions on the Up-MACRO Tradeable Shares for in accordance with Section 5.2 hereof; (iii) to administer the underlying DownUp-MACRO Tradeable Trust; (iv) to furnish to the Up-MACRO Holding Trustee and the Administrative Agent notification of and all documentation relating to the fees and expenses incurred by the Up-MACRO Tradeable Trust, pursuant to Section 5.3 of this Trust Agreement; (v) to effect the exchange of Up-MACRO Tradeable Shares in connection with Paired Issuances Optional Redemptions and Paired Optional RedemptionsIssuances in accordance with the provisions of Section 6.1 and Section 6.2 hereof, and to effect exchanges of Up-MACRO Tradeable Shares pursuant to Section 6.3 hereof; (vi) to enter into the Participants Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing Agreement and the Calculation Agency Agreement; (vii) to make certain calculations on behalf of the Up-MACRO Tradeable Trust; and (viii) to take any action required or permitted under this Trust Agreement and any action needed for the daily operation of the Up-MACRO Tradeable Trust. The Administrative Agent Without limiting the generality of the foregoing and with the prior written consent of the Depositor, the Trustee is hereby authorized and empowered to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the SEC and any state securities authority on behalf of the Up-MACRO Tradeable Trust as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements; provided, however, that the Depositor shall have full power make all filings with the SEC and authority, acting alone or through any party properly designated by it hereunder, under state securities laws on behalf of the Up-MACRO Tradeable Trust to the extent required to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunderso hereby.
(c) The Administrative Agent shall comply with and perform its administrative obligations set forth in the Down-MACRO Holding Trust Agreement and Pursuant to Section 3.1(c) of the Up-MACRO Holding Trust Agreement in accordance the Trustee shall be entitled to be reimbursed for any expenses incurred by it, with the terms prior approval of each such agreement the Depositor or the Administrative Agent, in connection with the performance of its duties under this Trust Agreement, including, without limitation, the fees and disbursements of any custodian, Transfer Agent and Registrar, the reasonable fees and expenses of legal counsel, the fees and disbursements of Independent accountants, and the Holders expenses associated with failed Creation and Exchange Orders under the Participants Agreement. If so instructed by the Depositor or the Administrative Agent, the Trustee may expend its own funds on behalf of the DownUp-MACRO Tradeable Shares Trust and shall be third party beneficiaries of reimbursed therefor on the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Websitenext scheduled Distribution Payment Date.
(d) Each Marketing Agent The Up-MACRO Tradeable Trust shall comply with not, and perform its obligations with the Trustee shall not cause the Up-MACRO Tradeable Trust to, nor shall the Depositor direct the Trustee to, engage in any activity other than as required or authorized by this Trust Agreement. In particular, the Up-MACRO Tradeable Trust shall not and the Trustee shall not cause the Up-MACRO Tradeable Trust to:
(i) invest any interest or other distributions paid in respect of the Trust Assets, but shall distribute all such proceeds to the DownHolders on the date of receipt thereof pursuant to the terms of this Trust Agreement and of the Up-MACRO Tradeable Shares;
(ii) acquire any assets other than as expressly provided herein;
(iii) possess Trust Assets for a purpose other than those described in Section 2.3;
(iv) sell, pledge, hypothecate or transfer the Up-MACRO Holding Shares (except in accordance with Section 6.2 or Section 6.3);
(v) make any loans or incur any indebtedness or acquire any securities other than Up-MACRO Holding Shares;
(vi) except as expressly permitted pursuant to Section 15.1, act in such a way as to vary the terms of the Up-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.any way whatsoever;
(evii) As compensation for acting as issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of the DownUp-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to other than the performance of its obligations under this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the DownUp-MACRO Marketing FeeTradeable Shares and the Founders' Shares, which shall be payable redeemed and cancelled by the Trustee upon the first issuance of Up-MACRO Tradeable Shares and shall not thereafter be reissued;
(viii) (A) direct the time, method and place of conducting any proceeding for any remedy available to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 Up-MACRO Tradeable Trust as the holder of the DownUp-MACRO Holding Shares or exercising any power conferred upon Holders of Up-MACRO Holding Shares, (B) waive any past default or violation that is waivable under the terms of the Up-MACRO Holding Shares or (C) consent to any amendment or modification of the terms of any Up-MACRO Holding Shares where such consent shall be required, except, in each case, if permitted hereby or after receiving instructions from the Holders of the Up-MACRO Tradeable Shares pursuant to Section 15.6(b) hereof;
(ix) file a certificate of cancellation of the Up-MACRO Tradeable Trust Agreementor take any other action to terminate the Up-MACRO Tradeable Trust, except in connection with a liquidation thereof pursuant to Article 14 hereof;
(x) take any action that would cause the Up-MACRO Tradeable Trust to be classified other than as a grantor trust for U.S. federal income tax purposes; or
(xi) take any action that would cause the Up-MACRO Tradeable Trust to be required to register as an investment company under the Investment Company Act or as a commodity pool under the CEAct.
Appears in 5 contracts
Samples: Trust Agreement (MACROshares Oil Up Tradeable Trust), Trust Agreement (Claymore MACROshares Oil Up Holding Trust), Third Amended and Restated Macroshares Oil Up Tradeable Trust Agreement (MACROshares Oil Down Tradeable Trust)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsAgent.
(a) Claymore Securities, Inc. MacroMarkets LLC agrees to act as Administrative Agent under this Agreement and the Holders of the DownUp-MACRO Tradeable Shares by their acceptance of their shares consent to Claymore Securities, Inc. MacroMarkets LLC acting as Administrative Agent under this Trust Agreement and as administrative agent for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement, for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the UpDown-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree agrees to act as a Marketing Agent under this Trust Agreement and the Holders of the DownUp-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement, for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the UpDown-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct the Trustee in effecting exchanges of DownUp-MACRO Tradeable Shares for the underlying DownUp-MACRO Holding Shares in connection with Paired Issuances and Paired Optional Redemptions. The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunder.
(c) The Administrative Agent shall comply with and perform its administrative obligations set forth in the DownUp-MACRO Holding Trust Agreement and the UpDown-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the DownUp-MACRO Tradeable Shares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.
(d) Each The Marketing Agent shall comply with and perform its obligations with respect to the DownUp-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such the Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. MacroMarkets LLC will be entitled to receive the DownUp-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the DownUp-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of the DownUp-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to the performance of its obligations under this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the DownUp-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the DownUp-MACRO Holding Trust Agreement.
Appears in 3 contracts
Samples: Third Amended and Restated Macroshares Oil Up Tradeable Trust Agreement (MACROshares Oil Down Tradeable Trust), Third Amended and Restated Macroshares Oil Up Tradeable Trust Agreement (Claymore MACROshares Oil Up Tradeable Trust), Trust Agreement (MACROshares Oil Up Tradeable Trust)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsTrustee.
(a) Claymore Securities, Inc. State Street Bank and Trust Company (as successor to Investors Bank & Trust Company) agrees to act as Administrative Trustee, Trust Accounting Agent, Custodian, Transfer Agent and Registrar under this Trust Agreement and has concurrently agreed to act as the Down-MACRO Holding Trustee under the Down-MACRO Holding Trust Agreement, the Up-MACRO Holding Trustee under the Up-MACRO Holding Trust Agreement and the Up-MACRO Tradeable Trustee under the Up-MACRO Tradeable Trust Agreement. The Holders of the Down-MACRO Tradeable Shares Shares, by their acceptance of their shares shares, consent to Claymore Securities, Inc. State Street Bank and Trust Company acting as Administrative Agent Trustee under this Trust Agreement and as administrative agent trustee for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, as trustee for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and trustee for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement.
(b) The Subject to the limited purposes and functions of the Down-MACRO Tradeable Trust specified in 0 hereof, the Trustee is hereby authorized, instructed and empowered (i) to make deposits and withdrawals from the Securities Account, the Distribution Account and the Netting Account, as set forth in this Trust Agreement; (ii) to make distributions on the Down-MACRO Tradeable Shares in accordance with 0 hereof; (iii) to administer the Down-MACRO Tradeable Trust; (iv) to furnish to the Down-MACRO Holding Trustee and the Administrative Agent shall direct notification of and all documentation relating to the Trustee fees and expenses incurred by the Down-MACRO Tradeable Trust, pursuant to 0 of this Trust Agreement; (v) to effect the exchange of Down-MACRO Tradeable Shares in effecting connection with Paired Optional Redemptions and Paired Issuances in accordance with the provisions of 0 and 0 hereof, and to effect exchanges of Down-MACRO Tradeable Shares for pursuant to 0 hereof; (vi) to enter into the underlying Participants Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing Agreement and the Calculation Agency Agreement; (vii) to make certain calculations on behalf of the Down-MACRO Holding Shares in connection Tradeable Trust; and (viii) to take any action required or permitted under this Trust Agreement and any action needed for the daily operation of the Down-MACRO Tradeable Trust. Without limiting the generality of the foregoing and with Paired Issuances the prior written consent of the Depositor, the Trustee is hereby authorized and Paired Optional Redemptions. The Administrative Agent 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 Tradeable Trust as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements; provided, however, that the Depositor shall have full power make all filings with the SEC and authority, acting alone or through any party properly designated by it hereunder, under state securities laws on behalf of the Down-MACRO Tradeable Trust to the extent required to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunderso hereby.
(c) The Administrative Agent shall comply with and perform its administrative obligations set forth in Pursuant to Section 3.1(c) of the Down-MACRO Holding Trust Agreement the Trustee shall be entitled to be reimbursed for any expenses incurred by it, with the prior approval of the Depositor or the Administrative Agent, in connection with the performance of its duties under this Trust Agreement, including, without limitation, the fees and disbursements of any custodian, Transfer Agent and Registrar, the reasonable fees and expenses of legal counsel, the fees and disbursements of Independent accountants, and the Upexpenses associated with failed Creation and Exchange Orders under the Participants Agreement. If so instructed by the Depositor or the Administrative Agent, the Trustee may expend its own funds on behalf of the Down-MACRO Tradeable Trust and shall be reimbursed therefor on the next scheduled Distribution Payment Date.
(d) The Down-MACRO Tradeable Trust shall not, and the Trustee shall not cause the Down-MACRO Tradeable Trust to, nor shall the Depositor direct the Trustee to, engage in any activity other than as required or authorized by this Trust Agreement. In particular, the Down-MACRO Tradeable Trust shall not and the Trustee shall not cause the Down-MACRO Tradeable Trust to:
(i) invest any interest or other distributions paid in respect of the Trust Assets, but shall distribute all such proceeds to the Holders on the date of receipt thereof pursuant to the terms of this Trust Agreement and of the Down-MACRO Tradeable Shares;
(ii) acquire any assets other than as expressly provided herein;
(iii) possess Trust Assets for a purpose other than those described in Section 2.3;
(iv) sell, pledge, hypothecate or transfer the Down-MACRO Holding Trust Agreement Shares (except in accordance with Section 6.2 or Section 6.3);
(v) make any loans or incur any indebtedness or acquire any securities other than Down-MACRO Holding Shares;
(vi) except as expressly permitted pursuant to 0, act in such a way as to vary the terms of the Down-MACRO Tradeable Shares in any way whatsoever;
(vii) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Down-MACRO Tradeable Trust, other than the Down-MACRO Tradeable Shares and the Founders' Shares, which shall be redeemed and cancelled by the Trustee upon the first issuance of Down-MACRO Tradeable Shares and shall not thereafter be reissued;
(viii) (A) direct the time, method and place of conducting any proceeding for any remedy available to the Down-MACRO Tradeable Trust as the holder of the Down-MACRO Holding Shares or exercising any power conferred upon Holders of Down-MACRO Holding Shares, (B) waive any past default or violation that is waivable under the terms of the Down-MACRO Holding Shares or (C) consent to any amendment or modification of the terms of any Down-MACRO Holding Shares where such consent shall be required, except, in each such agreement and case, if permitted hereby or after receiving instructions from the Holders of the Down-MACRO Tradeable Shares shall be third party beneficiaries of the Administrative Agent's covenants pursuant to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.Section 15.6(b) hereof;
(dix) Each Marketing Agent shall comply with and perform its obligations with respect to file a certificate of cancellation of the Down-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled or take any other action to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of terminate the Down-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related except in connection with a liquidation thereof pursuant to the performance of its obligations under this Trust Agreement.ARTICLE 14 hereof;
(fx) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive take any action that would cause the Down-MACRO Marketing Fee, which shall Tradeable Trust to be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of classified other than as a grantor trust for U.S. federal income tax purposes; or
(xi) take any action that would cause the Down-MACRO Holding Tradeable Trust Agreementto be required to register as an investment company under the Investment Company Act or as a commodity pool under the CEAct.
Appears in 3 contracts
Samples: Third Amended and Restated Macroshares Oil Down Tradeable Trust Agreement (Claymore MACROshares Oil Down Holding Trust), Trust Agreement (Claymore MACROshares Oil Up Holding Trust), Second Amended and Restated Macroshares Oil Down Tradeable Trust Agreement (Claymore MACROshares Oil Down Holding Trust)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsTrustee.
(a) Claymore Securities, Inc. [ ] agrees to act as Administrative Trustee, Transfer Agent and Registrar under this Trust Agreement and the Holders of has concurrently agreed to act as the Down-MACRO Tradeable Holding Trustee under the Down-MACRO Holding Trust Agreement. The Holders of the Up-MACRO Holding Shares by their acceptance of their shares consent to Claymore Securities, Inc. [ ] acting as Administrative Agent Trustee under this Trust Agreement and as administrative agent trustee for the Down-MACRO Holding Trust under the Down-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 Up-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 Up-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 Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct the Trustee in effecting exchanges of Down-MACRO Tradeable Shares for the underlying Down-MACRO Holding Shares in connection with Paired Issuances and Paired Optional Redemptions. The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunderTrust.
(c) The Administrative Agent shall comply with Trustee agrees that upon a request by the Depositor it will use its best efforts to obtain and perform its administrative obligations set forth in maintain the Down-MACRO Holding Trust Agreement and listing of the Up-MACRO Holding Trust Agreement in accordance with Shares on any specified stock exchange as directed by the terms of each Depositor. If any such agreement request is made, the Trustee shall give notice to the Depositor and the Holders Administrative Agent of the Downdate on which such Up-MACRO Tradeable Holding Shares shall be third party beneficiaries 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's covenants Agent to perform its obligations under the Trustee of any actual, proposed or contemplated de-listing of such agreements. The Administrative Agent shall also at all times maintain Up-MACRO Holding Shares by any such stock exchange, the MACROshares WebsiteTrustee, upon direction from the Depositor, will terminate any listing on any such stock exchange.
(d) Each Marketing Agent shall comply with and perform its obligations with respect to the Down-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled to receive the Down-MACRO Administration and Marketing Fee, which The Trustee shall be payable to it in arrears on each Distribution Payment Date in accordance with responsible for the provisions of Section 5.4 accrual of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable expenses and for payment of any expenses incurred by it on behalf of the Down-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to in connection with the performance of its obligations duties under this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financialincluding, LLC will be entitled 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 receive obtaining and maintaining the Down-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 listing of the DownUp-MACRO Holding Trust AgreementShares on any stock exchange.
Appears in 2 contracts
Samples: Trust Agreement (MACRO Securities Depositor, LLC), Trust Agreement (MACRO Securities Depositor, LLC)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsAgent.
(a) Claymore Securities, Inc. agrees to act as Administrative Agent under this Agreement and the Holders of the DownUp-MACRO Tradeable Shares by their acceptance of their shares consent to Claymore Securities, Inc. acting as Administrative Agent under this Trust Agreement and as administrative agent for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement, for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the UpDown-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree agrees to act as a Marketing Agent under this Trust Agreement and the Holders of the DownUp-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement, for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the UpDown-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct the Trustee in effecting exchanges of DownUp-MACRO Tradeable Shares for the underlying DownUp-MACRO Holding Shares in connection with Paired Issuances and Paired Optional Redemptions. The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunder.
(c) The Administrative Agent shall comply with and perform its administrative obligations set forth in the DownUp-MACRO Holding Trust Agreement and the UpDown-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the DownUp-MACRO Tradeable Shares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.
(d) Each The Marketing Agent shall comply with and perform its obligations with respect to the DownUp-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such the Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled to receive the DownUp-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the DownUp-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of the DownUp-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to the performance of its obligations under this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the DownUp-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the DownUp-MACRO Holding Trust Agreement.
Appears in 2 contracts
Samples: Trust Agreement (Claymore MACROshares Oil Up Holding Trust), Macroshares Oil Up Tradeable Trust Agreement (Claymore MACROshares Oil Down Holding Trust)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsTrustee.
(a) Claymore Securities, Inc. State Street Bank and Trust Company (as successor to Investors Bank & Trust Company) agrees to act as Administrative Trustee, Trust Accounting Agent, Custodian, Transfer Agent and Registrar under this Trust Agreement and has concurrently agreed to act as the Down-MACRO Holding Trustee under the Down-MACRO Holding Trust Agreement, the Up-MACRO Holding Trustee under the Up-MACRO Holding Trust Agreement and the Up-MACRO Tradeable Trustee under the Up-MACRO Tradeable Trust Agreement. The Holders of the Down-MACRO Tradeable Shares Shares, by their acceptance of their shares shares, consent to Claymore Securities, Inc. State Street Bank and Trust Company acting as Administrative Agent Trustee under this Trust Agreement and as administrative agent trustee for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, as trustee for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and trustee for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement.
(b) The Subject to the limited purposes and functions of the Down-MACRO Tradeable Trust specified in Section 2.3 hereof, the Trustee is hereby authorized, instructed and empowered (i) to make deposits and withdrawals from the Securities Account, the Distribution Account and the Netting Account, as set forth in this Trust Agreement; (ii) to make distributions on the Down-MACRO Tradeable Shares in accordance with Section 5.2 hereof; (iii) to administer the Down-MACRO Tradeable Trust; (iv) to furnish to the Down-MACRO Holding Trustee and the Administrative Agent shall direct notification of and all documentation relating to the Trustee fees and expenses incurred by the Down-MACRO Tradeable Trust, pursuant to Section 5.3 of this Trust Agreement; (v) to effect the exchange of Down-MACRO Tradeable Shares in effecting connection with Paired Optional Redemptions and Paired Issuances in accordance with the provisions of Section 6.1 and Section 6.2 hereof, and to effect exchanges of Down-MACRO Tradeable Shares for pursuant to Section 6.3 hereof; (vi) to enter into the underlying Participants Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing Agreement and the Calculation Agency Agreement; (vii) to make certain calculations on behalf of the Down-MACRO Holding Shares in connection Tradeable Trust; and (viii) to take any action required or permitted under this Trust Agreement and any action needed for the daily operation of the Down-MACRO Tradeable Trust. Without limiting the generality of the foregoing and with Paired Issuances the prior written consent of the Depositor, the Trustee is hereby authorized and Paired Optional Redemptions. The Administrative Agent 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 Tradeable Trust as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements; provided, however, that the Depositor shall have full power make all filings with the SEC and authority, acting alone or through any party properly designated by it hereunder, under state securities laws on behalf of the Down-MACRO Tradeable Trust to the extent required to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunderso hereby.
(c) The Administrative Agent shall comply with and perform its administrative obligations set forth in Pursuant to Section 3.1(c) of the Down-MACRO Holding Trust Agreement the Trustee shall be entitled to be reimbursed for any expenses incurred by it, with the prior approval of the Depositor or the Administrative Agent, in connection with the performance of its duties under this Trust Agreement, including, without limitation, the fees and disbursements of any custodian, Transfer Agent and Registrar, the reasonable fees and expenses of legal counsel, the fees and disbursements of Independent accountants, and the Upexpenses associated with failed Creation and Exchange Orders under the Participants Agreement. If so instructed by the Depositor or the Administrative Agent, the Trustee may expend its own funds on behalf of the Down-MACRO Tradeable Trust and shall be reimbursed therefor on the next scheduled Distribution Payment Date.
(d) The Down-MACRO Tradeable Trust shall not, and the Trustee shall not cause the Down-MACRO Tradeable Trust to, nor shall the Depositor direct the Trustee to, engage in any activity other than as required or authorized by this Trust Agreement. In particular, the Down-MACRO Tradeable Trust shall not and the Trustee shall not cause the Down-MACRO Tradeable Trust to:
(i) invest any interest or other distributions paid in respect of the Trust Assets, but shall distribute all such proceeds to the Holders on the date of receipt thereof pursuant to the terms of this Trust Agreement and of the Down-MACRO Tradeable Shares;
(ii) acquire any assets other than as expressly provided herein;
(iii) possess Trust Assets for a purpose other than those described in Section 2.3;
(iv) sell, pledge, hypothecate or transfer the Down-MACRO Holding Trust Agreement Shares (except in accordance with Section 6.2 or Section 6.3);
(v) make any loans or incur any indebtedness or acquire any securities other than Down-MACRO Holding Shares;
(vi) except as expressly permitted pursuant to Section 15.1, act in such a way as to vary the terms of the Down-MACRO Tradeable Shares in any way whatsoever;
(vii) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Down-MACRO Tradeable Trust, other than the Down-MACRO Tradeable Shares and the Founders' Shares, which shall be redeemed and cancelled by the Trustee upon the first issuance of Down-MACRO Tradeable Shares and shall not thereafter be reissued;
(viii) (A) direct the time, method and place of conducting any proceeding for any remedy available to the Down-MACRO Tradeable Trust as the holder of the Down-MACRO Holding Shares or exercising any power conferred upon Holders of Down-MACRO Holding Shares, (B) waive any past default or violation that is waivable under the terms of the Down-MACRO Holding Shares or (C) consent to any amendment or modification of the terms of any Down-MACRO Holding Shares where such consent shall be required, except, in each such agreement and case, if permitted hereby or after receiving instructions from the Holders of the Down-MACRO Tradeable Shares shall be third party beneficiaries of the Administrative Agent's covenants pursuant to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.Section 15.6(b) hereof;
(dix) Each Marketing Agent shall comply with and perform its obligations with respect to file a certificate of cancellation of the Down-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled or take any other action to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of terminate the Down-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related except in connection with a liquidation thereof pursuant to the performance of its obligations under this Trust Agreement.ARTICLE 14 hereof;
(fx) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive take any action that would cause the Down-MACRO Marketing Fee, which shall Tradeable Trust to be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of classified other than as a grantor trust for U.S. federal income tax purposes; or
(xi) take any action that would cause the Down-MACRO Holding Tradeable Trust Agreementto be required to register as an investment company under the Investment Company Act or as a commodity pool under the CEAct.
Appears in 2 contracts
Samples: Third Amended and Restated Macroshares Oil Down Tradeable Trust Agreement (MACROshares Oil Up Tradeable Trust), Third Amended and Restated Macroshares Oil Down Tradeable Trust Agreement (MACROshares Oil Down Holding Trust)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing Agents.
(a) Claymore Securities, Inc. agrees to act as Administrative Agent under this Agreement and the Holders of the DownUp-MACRO Tradeable Holding Shares by their acceptance of their shares consent to Claymore Securities, Inc. acting as Administrative Agent under this Trust Agreement and as administrative agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Tradeable Trust under the Up-MACRO Holding Tradeable Trust Agreement Agreement, and for the UpDown-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the DownUp-MACRO Tradeable Holding Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Tradeable Trust under the Up-MACRO Holding Tradeable Trust Agreement and for the UpDown-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct the Trustee (i) in effecting exchanges of Down-MACRO Tradeable Shares for investing all cash on deposit from time to time in the underlying Down-MACRO Holding Shares Distribution Account and cash received from Authorized Participants in connection with Paired Issuances in Eligible Treasuries, (ii) in investing the proceeds from such Eligible Treasuries and (iii) in selecting Eligible Treasuries for delivery to the Down-MACRO Holding Trust to make settlement payments under the Settlement Contracts and to Holders to make a Final Distribution in accordance with the terms set forth in this Trust Agreement and its customary and established procedures relating to administering Eligible Treasuries and other comparable investments. The Administrative Agent shall also direct the Trustee (i) in amending the Income Distribution Agreement pursuant to Section 6.3(c) and (d), and (ii) in settling and terminating settlement contracts in connection with Paired Optional RedemptionsRedemptions and entering into new settlement contracts in connection with Paired Issuances, in each case, on a net basis, as determined pursuant to Section 6.3(c). The Administrative Agent shall also at all times maintain the MACROshares Website. The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with instructing the foregoing duties Trustee in the administration, reinvestment, and delivery of the Eligible Treasuries which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunderfor directing the administration of the Eligible Treasuries. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunder.
(c) The Administrative Agent shall comply with and perform its administrative obligations (i) with respect to the Eligible Treasuries in accordance with Section 6.1 and Section 6.8 and (ii) set forth in the DownUp-MACRO Holding Tradeable Trust Agreement and the UpDown-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the DownUp-MACRO Tradeable Holding Shares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.
(d) Each Marketing Agent shall comply with and perform its obligations with respect to the DownUp-MACRO Tradeable Holding Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust AgreementAgent, Claymore Securities, Inc. will be entitled to receive the DownUp-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust AgreementDate. The Administrative Agent shall not be liable for any expenses the transaction costs incurred by it on behalf in connection with the acquisition of the Down-MACRO Tradeable TrustEligible Treasuries, but shall be responsible liable for its overhead expenses related to its selection and administration of the performance of its obligations under Eligible Treasuries that are required to be undertaken by it pursuant to this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the DownUp-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust AgreementDate.
Appears in 1 contract
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsTrustee.
(a) Claymore Securities, Inc. Investors Bank & Trust Company agrees to act as Administrative Trustee, Transfer Agent and Registrar under this Trust Agreement and has concurrently agreed to act as the Holders of Up-MACRO Holding Trustee under the Up-MACRO Holding Trust Agreement, the Down-MACRO Holding Trustee under the Down-MACRO Holding Trust Agreement and the Down-MACRO Tradeable Shares Trustee under the Down-MACRO Tradeable Trust Agreement. The Holders of the Up-MACRO Tradeable Shares, by their acceptance of their shares shares, consent to Claymore Securities, Inc. Investors Bank & Trust Company acting as Administrative Agent Trustee under this Trust Agreement and as administrative agent trustee for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement, as trustee for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, Agreement and as trustee for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the UpDown-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct Subject to the limited purposes and functions of the Up-MACRO Tradeable Trust specified in Section 2.3 hereof, the Trustee is hereby authorized, instructed and empowered (i) to make deposits and withdrawals from the Securities Account, the Distribution Account and the Netting Account, as set forth in effecting exchanges of Downthis Trust Agreement; (ii) to make distributions on the Up-MACRO Tradeable Shares for in accordance with Section 5.2 hereof; (iii) to administer the underlying DownUp-MACRO Tradeable Trust; (iv) to furnish to the Up-MACRO Holding Trustee and the Administrative Agent notification of and all documentation relating to the fees and expenses incurred by the Up-MACRO Tradeable Trust, pursuant to Section 5.3 of this Trust Agreement; (v) to effect the exchange of Up-MACRO Tradeable Shares in connection with Paired Issuances Optional Redemptions and Paired Optional RedemptionsIssuances in accordance with the provisions of Section 6.1 and Section 6.2 hereof, and to effect exchanges of Up-MACRO Tradeable Shares pursuant to Section 6.3 hereof; (vi) to enter into the Participants Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing Agreement and the Calculation Agency Agreement; (vii) to make certain calculations on behalf of the Up-MACRO Tradeable Trust; and (viii) to take any action required or permitted under this Trust Agreement and any action needed for the daily operation of the Up-MACRO Tradeable Trust. The Without limiting the generality of the foregoing and with the prior written consent of the Depositor, the Trustee is hereby authorized and empowered to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the SEC and any state securities authority on behalf of the Up-MACRO Tradeable Trust as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements; provided, however, that the [Depositor] [Administrative Agent Agent] shall have full power make all filings with the SEC and authority, acting alone or through any party properly designated by it hereunder, under state securities laws on behalf of the Up-MACRO Tradeable Trust to the extent required to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunderso hereby.
(c) The Administrative Agent shall comply with and perform its administrative obligations set forth in the Down-MACRO Holding Trust Agreement and Pursuant to Section 3.1(c) of the Up-MACRO Holding Trust Agreement in accordance the Trustee shall be entitled to be reimbursed for any expenses incurred by it, with the terms prior approval of each such agreement the Depositor or the Administrative Agent, in connection with the performance of its duties under this Trust Agreement, including, without limitation, the fees and disbursements of any custodian, Transfer Agent and Registrar, the reasonable fees and expenses of legal counsel, the fees and disbursements of Independent accountants, and the Holders expenses associated with failed Creation and Exchange Orders under the Participants Agreement. If so instructed by the Depositor or the Administrative Agent, the Trustee shall expend its own funds on behalf of the DownUp-MACRO Tradeable Shares Trust and shall be third party beneficiaries of reimbursed therefor on the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Websitenext scheduled Distribution Payment Date.
(d) Each Marketing Agent The Up-MACRO Tradeable Trust shall comply with not, and perform its obligations with the Trustee shall not cause the Up-MACRO Tradeable Trust to, nor shall the Depositor direct the Trustee to, engage in any activity other than as required or authorized by this Trust Agreement. In particular, the Up-MACRO Tradeable Trust shall not and the Trustee shall not cause the Up-MACRO Tradeable Trust to:
(i) invest any interest or other distributions paid in respect of the Trust Assets, but shall distribute all such proceeds to the DownHolders on the date of receipt thereof pursuant to the terms of this Trust Agreement and of the Up-MACRO Tradeable Shares;
(ii) acquire any assets other than as expressly provided herein;
(iii) possess Trust Assets for a purpose other than those described in Section 2.3;
(iv) sell, pledge, hypothecate or transfer the Up-MACRO Holding Shares (except in accordance with Section 6.2 or Section 6.3);
(v) make any loans or incur any indebtedness or acquire any securities other than Up-MACRO Holding Shares;
(vi) except as expressly permitted pursuant to Section 15.1, act in such a way as to vary the terms of the Up-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.any way whatsoever;
(evii) As compensation for acting as issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of the DownUp-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to other than the performance of its obligations under this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the DownUp-MACRO Marketing FeeTradeable Shares and the Founders' Shares, which shall be payable redeemed and cancelled by the Trustee upon the first issuance of Up-MACRO Tradeable Shares and shall not thereafter be reissued;
(viii) (A) direct the time, method and place of conducting any proceeding for any remedy available to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 Up-MACRO Tradeable Trust as the holder of the DownUp-MACRO Holding Shares or exercising any power conferred upon Holders of Up-MACRO Holding Shares, (B) waive any past default or violation that is waivable under the terms of the Up-MACRO Holding Shares or (C) consent to any amendment or modification of the terms of any Up-MACRO Holding Shares where such consent shall be required, except, in each case, if permitted hereby or after receiving instructions from the Holders of the Up-MACRO Tradeable Shares pursuant to Section 15.6(b) hereof;
(ix) file a certificate of cancellation of the Up-MACRO Tradeable Trust Agreementor take any other action to terminate the Up-MACRO Tradeable Trust, except in connection with a liquidation thereof pursuant to Article 14 hereof;
(x) take any action that would cause the Up-MACRO Tradeable Trust to be classified other than as a grantor trust for U.S. federal income tax purposes; or
(xi) take any action that would cause the Up-MACRO Tradeable Trust to be required to register as an investment company under the Investment Company Act or as a commodity pool under the CEAct.
Appears in 1 contract
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsAgent.
(a) Claymore Securities, Inc. agrees to act as Administrative Agent under this Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to Claymore Securities, Inc. acting as Administrative Agent under this Trust Agreement and as administrative agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree agrees to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct the Trustee in effecting exchanges of Down-MACRO Tradeable Shares for the underlying Down-MACRO Holding Shares in connection with Paired Issuances and Paired Optional Redemptions. The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunder.
(c) The Administrative Agent shall comply with and perform its administrative obligations set forth in the Down-MACRO Holding Trust Agreement and the Up-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the Down-MACRO Tradeable Shares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.
(d) Each The Marketing Agent shall comply with and perform its obligations with respect to the Down-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such the Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of the Down-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to the performance of its obligations under this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the Down-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement.
Appears in 1 contract
Samples: Trust Agreement (Claymore MACROshares Oil Up Holding Trust)
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsAgent.
(a) Claymore Securities, Inc. MacroMarkets LLC agrees to act as Administrative Agent under this Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to Claymore Securities, Inc. MacroMarkets LLC acting as Administrative Agent under this Trust Agreement and as administrative agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree agrees to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct the Trustee in effecting exchanges of Down-MACRO Tradeable Shares for the underlying Down-MACRO Holding Shares in connection with Paired Issuances and Paired Optional Redemptions. The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunder.
(c) The Administrative Agent shall comply with and perform its administrative obligations set forth in the Down-MACRO Holding Trust Agreement and the Up-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the Down-MACRO Tradeable Shares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.
(d) Each The Marketing Agent shall comply with and perform its obligations with respect to the Down-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such the Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. MacroMarkets LLC will be entitled to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of the Down-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to the performance of its obligations under this Trust Agreement.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the Down-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement.
Appears in 1 contract
Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentsTrustee.
(a) Claymore Securities, Inc. Investors Bank & Trust Company agrees to act as Administrative Trustee, Fund Accounting Agent, Custodian, Transfer Agent and Registrar under this Trust Agreement and has concurrently agreed to act as the Holders of Down-MACRO Holding Trustee under the Down-MACRO Holding Trust Agreement, the Up-MACRO Tradeable Trustee under the Up- MACRO Tradeable Trust Agreement and the Down-MACRO Tradeable Shares Trustee under the Down-MACRO Tradeable Trust Agreement. The Holders of the Up-MACRO Holding Shares, by their acceptance of their shares shares, consent to Claymore Securities, Inc. Investors Bank & Trust Company acting as Administrative Agent Trustee under this Trust Agreement and as administrative agent trustee for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and as trustee for the Up-MACRO Tradeable Trust under the Up-MACRO Tradeable Trust Agreement. Claymore Securities, Inc. and MACRO Financial, LLC each agree to act as a Marketing Agent under this Trust Agreement and the Holders of the Down-MACRO Tradeable Shares by their acceptance of their shares consent to each of Claymore Securities, Inc. and MACRO Financial, LLC acting as a Marketing Agent under this Trust Agreement and as a marketing agent trustee for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement, for the Up-MACRO Holding Trust under the Up-MACRO Holding Trust Agreement and for the Up-MACRO Tradeable Trust under the UpDown-MACRO Tradeable Trust Agreement.
(b) The Administrative Agent shall direct Subject to the Trustee in effecting exchanges limited purposes and functions of Down-MACRO Tradeable Shares for the underlying DownUp-MACRO Holding Shares Trust specified in connection Section 2.3 hereof, the Trustee is hereby authorized, instructed and empowered (i) to make withdrawals and payments or to instruct any paying agent or custodian appointed by the Trustee to make withdrawals and payments from the Securities Account, the Distribution Account, the Fee Payment Account and the Netting Account as set forth in this Trust Agreement, (ii) to enter into the Income Distribution Agreement, the Settlement Contracts, the Participants Agreement, the MACRO Licensing Agreement, the NYMEX Sublicensing Agreement and any other agreement relating to the powers and purposes of the Up-MACRO Holding Trust, (iii) to purchase Eligible Treasuries (including entering into Eligible Treasury Repurchase Agreements) on behalf of the Up-MACRO Holding Trust at the direction of the Administrative Agent, (iv) to make daily, quarterly and annual calculations on behalf of the Up-MACRO Holding Trust, and (v) to take any action required or permitted under the Income Distribution Agreement, the Settlement Contracts, the Participants Agreement, the MACRO Licensing Agreement and the NYMEX Sublicensing Agreement, and any action needed for the daily operation of the Up-MACRO Holding Trust. Without limiting the generality of the foregoing and with Paired Issuances the prior written consent of the Depositor, the Trustee is hereby authorized and Paired Optional Redemptions. The Administrative Agent empowered to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the SEC and any state securities authority on behalf of the Up-MACRO Holding Trust as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements; provided, however, that, the Depositor shall have full power make all filings with the SEC and authority, acting alone or through any party properly designated by it hereunder, under state securities laws on behalf of the Up-MACRO Holding Trust to the extent required to do any and all things in connection with the foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts in carrying out its duties hereunder. The Depositor and the Trustee shall furnish to the Administrative Agent any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative duties hereunderso hereby.
(c) The Trustee shall be entitled to be reimbursed for any expenses incurred by it, with the prior approval of the Depositor or the Administrative Agent, in connection with the performance of its duties under this Trust Agreement, including, without limitation, the fees and disbursements of any custodian, Transfer Agent shall comply and Registrar, the reasonable fees and expenses of its legal counsel, the fees and disbursements of Independent accountants, and the expenses associated with and perform failed Creation Orders or Redemption Orders under the Participants Agreement. If so requested by the Depositor or the Administrative Agent, the Trustee may expend its administrative obligations set forth in the Down-MACRO Holding Trust Agreement and own funds on behalf of the Up-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the Down-MACRO Tradeable Shares shall be third party beneficiaries of reimbursed therefor on the Administrative Agent's covenants to perform its obligations under such agreements. The Administrative Agent shall also at all times maintain the MACROshares Website.
(d) Each Marketing Agent shall comply with and perform its obligations with respect to the Down-MACRO Tradeable Shares in accordance with the terms of a separate letter agreement entered into between the Depositor and each such Marketing Agent.
(e) As compensation for acting as the Administrative Agent and a Marketing Agent under the terms of this Trust Agreement, Claymore Securities, Inc. will be entitled to receive the Down-MACRO Administration and Marketing Fee, which shall be payable to it in arrears on each next scheduled Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for any expenses incurred by it on behalf of the Down-MACRO Tradeable Trust, but shall be responsible for its overhead expenses related to the performance of its obligations under this Trust AgreementDate.
(f) As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the Down-MACRO Marketing Fee, which shall be payable to it in arrears on each Distribution Payment Date in accordance with the provisions of Section 5.4 of the Down-MACRO Holding Trust Agreement.
Appears in 1 contract
