Common use of Acceptance of Appointment and Matters Clause in Contracts

Acceptance of Appointment and Matters. Relating to the Administrative and Marketing Agent. (a) [ ] agrees to act as Administrative Agent under this Agreement and the Holders of the Up-MACRO Holding Shares by their acceptance of their shares consent to [ ] 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. (b) The Administrative Agent shall administer the Treasuries and direct the Trustee (i) to invest the proceeds from such Treasuries and from creations of new Up-MACRO Holding Shares and (ii) to settle payments of Treasuries or cash or the combination of the two in redemptions of Up-MACRO Holding Shares as provided herein, in accordance with the terms set forth in this Trust Agreement and its customary and established procedures relating to administering Treasuries and other comparable investments. 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 such administration, reinvestment, payment and management of the Treasuries which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts for administering the Treasuries in connection with the administration and reinvestment of the proceeds from the Treasuries in new Treasuries in accordance with Section 3.7 hereof. 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 and investment duties hereunder. (c) The Administrative Agent shall comply with and perform its administrative and investment obligations with respect to the Treasuries in accordance with Section 3.5, Section 3.6, Section 3.7, and Section 6.1. (d) The Administrative Agent shall not be liable for the payment of expenses incurred in connection with the Up-MACRO Holding Trust but shall be liable for its administrative and investment activities undertaken pursuant to this Trust Agreement including any expenses related to its administration of the Treasuries, disbursements or any other fees and expenses related thereto. (e) The Administrative Agent shall maintain and implement administrative and operating procedures (including the ability to recreate records evidencing the Treasuries in the event of the destruction of the originals thereof), and keep and maintain all documents, books, computer records and other information, reasonably necessary or advisable which is related to the purchase, holding and sale of Treasuries. Such documents, books and computer records shall reflect all facts giving rise to the Treasuries, all payments and credits with respect thereto, and, to the extent required pursuant to Section 3.4(j), such documents, books and computer records shall indicate the interests of the Up-MACRO Holding Trust in the Treasuries. (f) [ ] agrees to act as Marketing Agent under this Trust Agreement and the Holders of the Up-MACRO Holding Shares by their acceptance of their shares consent to [ ] acting as Marketing Agent under this Trust Agreement and as marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement. (g) The Marketing Agent shall comply and perform its obligations with respect to the Holding Shares as set forth in a separate letter agreement between the Depositor and the Marketing Agent.

Acceptance of Appointment and Matters. Relating to the Administrative and Marketing AgentTrustee. (a) [ ] 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 Down-MACRO 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 [ ] 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. (b) The Administrative Agent shall administer Without limiting the Treasuries and direct generality of the foregoing, the Trustee is hereby authorized, instructed and empowered (i) to invest make withdrawals and payments or to instruct any paying agent or custodian appointed by the proceeds Trustee to make withdrawals and payments from such Treasuries the Securities Account and from creations 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 new the Up-MACRO Holding Shares and Trust, (iiiii) to settle payments the purchase of Treasuries or cash or at the combination direction of the two in redemptions of Up-Administrative Agent and (iv) to take any action required or permitted under the Income Distribution Agreement, the Settlement Contracts, the Participants Agreement, the MACRO Holding Shares Licensing Agreement and the NYMEX Sublicensing Agreement, as provided herein, in accordance with the terms set forth in this Trust Agreement and its customary and established procedures relating to administering Treasuries and other comparable investments. 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 such administration, reinvestment, payment and management action needed for the daily operation of the Treasuries which it may deem necessary or desirableTrust. The Administrative Agent shall not be obligated to use separate offices, employees or accounts for administering Without limiting the Treasuries in connection generality of the foregoing and with the administration and reinvestment prior written consent of the proceeds from the Treasuries in new Treasuries in accordance with Section 3.7 hereof. The Depositor and Depositor, the Trustee shall furnish is hereby authorized and empowered to the Administrative Agent make any powers of attorney or other documents necessary or appropriate to enable the Administrative Agent to carry out its administrative filings, reports, notices, applications and investment duties hereunder. (c) The Administrative Agent shall comply with and perform its administrative and investment obligations with respect to the Treasuries in accordance with Section 3.5, Section 3.6, Section 3.7registrations with, and Section 6.1. (d) The Administrative Agent shall not be liable for to seek any consents or authorizations from, the payment of expenses incurred in connection with the Up-MACRO Holding Trust but shall be liable for its administrative SEC and investment activities undertaken pursuant to this Trust Agreement including any expenses related to its administration of the Treasuries, disbursements or any other fees and expenses related thereto. (e) The Administrative Agent shall maintain and implement administrative and operating procedures (including the ability to recreate records evidencing the Treasuries in the event of the destruction of the originals thereof), and keep and maintain all documents, books, computer records and other information, reasonably necessary or advisable which is related to the purchase, holding and sale of Treasuries. Such documents, books and computer records shall reflect all facts giving rise to the Treasuries, all payments and credits with respect thereto, and, to the extent required pursuant to Section 3.4(j), such documents, books and computer records shall indicate the interests state securities authority on behalf of the Up-MACRO Holding Trust in as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements; provided, however, that, the TreasuriesDepositor shall make all filings with the SEC and under state securities laws on behalf of the Up-MACRO Holding Trust to the extent required to do so hereby. (fc) [ ] agrees The Trustee shall be entitled to act as Marketing Agent 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 fees and expenses of its legal counsel, the fees and disbursements of independent accountants, the expenses associated with the cancellation of an order under the Participants Agreement and all other fees and expenses, including the Holders costs of any filing and the costs and expenses relating to obtaining and maintaining the listing of the Up-MACRO Holding Shares and/or the Up-MACRO Tradeable Shares on any stock exchange. If so instructed by their acceptance the Depositor or the Administrative Agent, the Trustee shall expend its own funds on behalf of their shares consent to [ ] acting as Marketing Agent under this Trust Agreement and as marketing agent for the DownUp-MACRO Holding Trust under and shall be reimbursed therefor on the Down-MACRO Holding Trust Agreementnext scheduled Distribution Payment Date. (g) The Marketing Agent shall comply and perform its obligations with respect to the Holding Shares as set forth in a separate letter agreement between the Depositor and the Marketing Agent.

Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentAgents. (a) [ ] MacroMarkets LLC agrees to act as Administrative Agent under this Agreement and the Holders of the Up-MACRO Holding Shares by their acceptance of their shares consent to [ ] acting as Administrative Agent under this Trust Agreement and Agreement, as administrative agent for the Down-MACRO Holding Down Trust under the Down-Down Trust Agreement. Natixis Securities North America Inc. and MACRO Holding Financial, LLC each agrees to act as a Marketing Agent under this Trust Agreement, as marketing agent for the Down Trust under the Down Trust Agreement. (b) The Administrative Agent shall administer the Treasuries and direct the Trustee (i) in investing all cash on deposit from time to invest time in the Distribution Account and cash received from Authorized Participants in connection with Paired Issuances in Eligible Treasuries, (ii) in investing the proceeds from such Eligible Treasuries and from creations of new Up-MACRO Holding Shares (iii) in selecting Eligible Treasuries for delivery to the Down Trust to make settlement payments under the Settlement Contracts and (ii) to settle payments of Treasuries or cash or the combination of the two in redemptions of Up-MACRO Holding Shares as provided herein, Holders to make a Final Distribution in accordance with the terms set forth in this Trust Agreement and its customary and established procedures relating to administering Eligible Treasuries and other comparable investments. The Administrative Agent shall also direct the Trustee (i) in amending the Income Distribution Agreement pursuant to Section 6.3(c) and (d), and (ii) in settling and terminating settlement contracts in connection with Paired Optional Redemptions and entering into new settlement contracts in connection with Paired Issuances, in each case, on a net basis, as determined pursuant to Section 6.3(c). The Administrative Agent shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such instructing the Trustee in the administration, reinvestment, payment and management delivery of the Eligible Treasuries which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts for administering the Treasuries in connection with directing the administration and reinvestment of the proceeds from the Treasuries in new Treasuries in accordance with Section 3.7 hereofEligible 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 and investment 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 investment Section 6.8 and (ii) set forth in the Down Trust Agreement in accordance with the terms of such agreement and the Holders of the Up MacroShares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreement. The Administrative Agent shall also at all times maintain the MacroShares Website. (d) The Marketing Agents shall comply with and perform their obligations with respect to the Treasuries Up MacroShares as set forth in accordance with Section 3.5, Section 3.6, Section 3.7, and Section 6.1Exhibit G attached hereto. (de) As compensation for acting as the Administrative Agent, MacroMarkets LLC will be entitled to receive the Up Administration Fee, which shall be payable to it in arrears on each Distribution Payment Date. The Administrative Agent shall not be liable for the payment of expenses transaction costs incurred in connection with the Up-MACRO Holding Trust acquisition of the Eligible Treasuries, but shall be liable for its administrative overhead expenses related to its selection and investment activities administration of the Eligible Treasuries that are required to be undertaken by it pursuant to this Trust Agreement including any expenses related to its administration of the Treasuries, disbursements or any other fees and expenses related thereto. (e) The Administrative Agent shall maintain and implement administrative and operating procedures (including the ability to recreate records evidencing the Treasuries in the event of the destruction of the originals thereof), and keep and maintain all documents, books, computer records and other information, reasonably necessary or advisable which is related to the purchase, holding and sale of Treasuries. Such documents, books and computer records shall reflect all facts giving rise to the Treasuries, all payments and credits with respect thereto, and, to the extent required pursuant to Section 3.4(j), such documents, books and computer records shall indicate the interests of the Up-MACRO Holding Trust in the TreasuriesAgreement. (f) [ ] agrees to act as Marketing Agent under this Trust Agreement and the Holders of the Up-MACRO Holding Shares by their acceptance of their shares consent to [ ] As compensation for acting as a Marketing Agent under this Trust Agreement Agents, Natixis Securities North America Inc. and as marketing agent for MACRO Financial, LLC will each be entitled to receive the Down-MACRO Holding Trust under the Down-MACRO Holding Trust AgreementUp Marketing Fee, which shall be payable to them in arrears on each Distribution Payment Date. (g) The Marketing Agent shall comply and perform its obligations with respect to the Holding Shares as set forth in a separate letter agreement between the Depositor and the Marketing Agent.

Acceptance of Appointment and Matters. Relating to the Administrative and Marketing Agent. (a) [ ] Claymore Securities, Inc. agrees to act as Administrative Agent under this Agreement and the Holders of the Up-MACRO 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. (b) The Administrative Agent shall administer the Treasuries and direct the Trustee (i) to invest in investing the proceeds from such Treasuries and from creations the proceeds of the creation of new Up-MACRO Holding Shares in Paired Subsequent Issuances and (ii) in selecting Treasuries and/or cash for delivery to settle payments of Treasuries or cash or the combination of the two in redemptions of UpDown-MACRO Holding Shares Trust as provided herein, settlement payments under the Settlement Contracts and to shareholders as a Final Distribution in accordance with the terms set forth in this Trust Agreement and its customary and established procedures relating to administering Treasuries and other comparable investments. 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 such administration, reinvestment, payment and management of the Treasuries which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts for administering the Treasuries in connection with the administration and reinvestment of the proceeds from the Treasuries in new Treasuries in accordance with Section 3.7 hereof. 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 and investment duties hereunder. (c) The Administrative Agent shall comply with and perform its administrative and investment obligations with respect to the Treasuries in accordance with Section 3.5, Section 3.6, Section 3.7, and Section 6.1. (d) The Administrative Agent shall not be liable for the payment of expenses incurred in connection with the Up-MACRO Holding Trust but shall be liable for its administrative and investment activities undertaken pursuant to this Trust Agreement including any expenses related to its administration of the Treasuries, disbursements or any other fees and expenses related thereto. (e) The Administrative Agent shall maintain and implement administrative and operating procedures (including the ability to recreate records evidencing the Up-MACRO Holding Trust's ownership interest in the Treasuries in the event of the destruction of the originals thereof), and keep and maintain all documents, books, computer records and other information, reasonably necessary or advisable which is related to the purchase, holding and sale of Treasuries. Such documents, books and computer records shall reflect all facts giving rise to the Treasuries, all payments and credits with respect thereto, and, to the extent required pursuant to Section 3.4(j), such documents, books and computer records shall indicate the interests of the Up-MACRO Holding Trust in the Treasuries. (f) [ ] Claymore Securities, Inc. agrees to act as Marketing Agent under this Trust Agreement and the Holders of the Up-MACRO Holding Shares by their acceptance of their shares consent to [ ] Claymore Securities, Inc. acting as Marketing Agent under this Trust Agreement and as marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement. (g) The Marketing Agent shall comply and perform its obligations with respect to the Holding Shares as set forth in a separate letter agreement between the Depositor and the Marketing Agent.

Acceptance of Appointment and Matters. Relating to the Administrative Agent and the Marketing AgentAgents. (a) [ ] Claymore Securities, Inc. agrees to act as Administrative Agent under this Agreement and the Holders of the Up-MACRO Holding 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 and for the Down-MACRO Tradeable Trust under the Down-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 Up-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 and for the Down-MACRO Tradeable Trust under the Down-MACRO Tradeable Trust Agreement. (b) The Administrative Agent shall administer the Treasuries and direct the Trustee (i) to invest in effecting exchanges of Up-MACRO Tradeable Shares for the proceeds from such Treasuries and from creations of new underlying Up-MACRO Holding Shares in connection with Paired Issuances and (ii) to settle payments of Treasuries or cash or Paired Optional Redemptions. The Administrative Agent shall also at all times maintain the combination of the two in redemptions of Up-MACRO Holding Shares as provided herein, in accordance with the terms set forth in this Trust Agreement and its customary and established procedures relating to administering Treasuries and other comparable investmentsMACROshares 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 such administration, reinvestment, payment and management of the Treasuries foregoing duties which it may deem necessary or desirable. The Administrative Agent shall not be obligated to use separate offices, employees or accounts for administering the Treasuries in connection with the administration and reinvestment of the proceeds from the Treasuries in new Treasuries in accordance with Section 3.7 hereofcarrying 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 and investment duties hereunder. (c) The Administrative Agent shall comply with and perform its administrative obligations set forth in the Up-MACRO Holding Trust Agreement and investment the Down-MACRO Holding Trust Agreement in accordance with the terms of each such agreement and the Holders of the Up-MACRO Tradeable Shares shall be third party beneficiaries of the Administrative Agent's covenants to perform its obligations under such agreements. (d) Each Marketing Agent shall comply with and perform its obligations with respect to the Treasuries Up-MACRO Tradeable Shares in accordance with Section 3.5, Section 3.6, Section 3.7, the terms of a separate letter agreement entered into between the Depositor and Section 6.1each such Marketing Agent. (de) 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 Up-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 Up-MACRO Holding Trust Agreement. The Administrative Agent shall not be liable for the payment of any expenses incurred in connection with by it on behalf of the Up-MACRO Holding Trust Tradeable Trust, but shall be liable responsible for its administrative and investment activities undertaken pursuant to this Trust Agreement including any overhead expenses related to the performance of its administration of the Treasuries, disbursements or any other fees and expenses related theretoobligations under this Trust Agreement. (ef) The Administrative Agent As compensation for acting as a Marketing Agent, MACRO Financial, LLC will be entitled to receive the Up-MACRO Marketing Fee, which shall maintain and implement administrative and operating procedures (including be payable to it in arrears on each Distribution Payment Date in accordance with the ability to recreate records evidencing the Treasuries in the event provisions of the destruction of the originals thereof), and keep and maintain all documents, books, computer records and other information, reasonably necessary or advisable which is related to the purchase, holding and sale of Treasuries. Such documents, books and computer records shall reflect all facts giving rise to the Treasuries, all payments and credits with respect thereto, and, to the extent required pursuant to Section 3.4(j), such documents, books and computer records shall indicate the interests 5.4 of the Up-MACRO Holding Trust in the Treasuries. (f) [ ] agrees to act as Marketing Agent under this Trust Agreement and the Holders of the Up-MACRO Holding Shares by their acceptance of their shares consent to [ ] acting as Marketing Agent under this Trust Agreement and as marketing agent for the Down-MACRO Holding Trust under the Down-MACRO Holding Trust Agreement. (g) The Marketing Agent shall comply and perform its obligations with respect to the Holding Shares as set forth in a separate letter agreement between the Depositor and the Marketing Agent.