Common use of Administration of Eligible Treasuries Clause in Contracts

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in the Netting Account, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) Eligible Treasury Securities shall be selected based on best execution; (ii) Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing Agents; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Trust and the Up-MACRO Holding Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to 10% plus the highest percentage of Down-MACRO Holding Shares that were redeemed on anyone Redemption Date (relative to all Outstanding Down-MACRO Holding Shares on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Trust and the Up-MACRO Holding Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Trust and the Up-MACRO Holding Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the DownUp-MACRO Holding Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in the Netting Account, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) Eligible Treasury Securities shall be selected based on best execution; (ii) Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing AgentsAgent; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the DownUp-MACRO Holding Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the DownUp-MACRO Holding Trust and the UpDown-MACRO Holding Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the DownUp-MACRO Holding Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of DownUp-MACRO Holding Shares that were redeemed on anyone any one Redemption Date (relative to all Outstanding DownUp-MACRO Holding Shares on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the DownUp-MACRO Holding Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the UpDown-MACRO Holding Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the DownUp-MACRO Holding Trust and the UpDown-MACRO Holding Trust. Eligible Treasury Securities allocated to the DownUp-MACRO Holding Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the DownUp-MACRO Holding Trust and the UpDown-MACRO Holding Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in the Netting Account, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) Eligible Treasury Securities shall be selected based on best execution; (ii) Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing AgentsAgent; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Trust and the Up-MACRO Holding Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal up to 10% plus the highest percentage of Down-MACRO Holding Shares that were redeemed on anyone Redemption Date (relative to all Outstanding Down-MACRO Holding Shares on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Trust and the Up-MACRO Holding Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Trust and the Up-MACRO Holding Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the DownUp-MACRO Holding Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in the Netting Account, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) Eligible Treasury Securities shall be selected based on best execution; (ii) Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing Agents; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the DownUp-MACRO Holding Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the DownUp-MACRO Holding Trust and the UpDown-MACRO Holding Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the DownUp-MACRO Holding Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of DownUp-MACRO Holding Shares that were redeemed on anyone any one Redemption Date (relative to all Outstanding DownUp-MACRO Holding Shares on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the DownUp-MACRO Holding Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Trust and the Up-MACRO Holding Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Trust and the Up-MACRO Holding Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Down Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in withdrawn from the Netting AccountAccount in connection with a Paired Optional Redemption, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) dealers from whom the Paired Trusts will purchase Eligible Treasury Securities shall be selected based on best execution; (ii) counterparties with whom the Paired Trusts will enter into Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing AgentsAgent; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Down Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Down Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of Down-MACRO Holding Shares Down MacroShares that were redeemed on anyone any one Redemption Date (relative to all Outstanding Down-MACRO Holding Shares Down MacroShares on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Down Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Up Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Down Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Up Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in withdrawn from the Netting AccountAccount in connection with a Paired Optional Redemption, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) dealers from whom the Paired Trusts will purchase Eligible Treasury Securities shall be selected based on best execution; (ii) counterparties with whom the Paired Trusts will enter into Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing AgentsAgent; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Up Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Up Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of Down-MACRO Holding Shares Up MacroShares that were redeemed on anyone any one Redemption Date (relative to all Outstanding Down-MACRO Holding Shares Up MacroShares on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Up Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Down Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Up Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Up Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in the Netting Account, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) dealers from whom the Paired Trusts will purchase Eligible Treasury Securities shall be selected based on best execution; (ii) counterparties with whom the Paired Trusts will enter into Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing AgentsAgent; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Up Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Up Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of Down-MACRO Holding Shares Up MacroShares that were redeemed on anyone any one Redemption Date (relative to all Outstanding Down-MACRO Holding Shares Up MacroShares on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Up Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Down Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Up Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Up Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in withdrawn from the Netting AccountAccount in connection with a Paired Optional Redemption, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) dealers from whom the Paired Trusts will purchase Eligible Treasury Securities shall be selected based on best execution; (ii) counterparties with whom the Paired Trusts will enter into Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing AgentsAgent or any Authorized Participant; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Up Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Up Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of Down-MACRO Holding Shares Up MacroShare that were redeemed on anyone any one Redemption Date (relative to all Outstanding Down-MACRO Holding Shares Up MacroShare on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Up Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Down Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Up Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Down Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in withdrawn from the Netting AccountAccount in connection with a Paired Optional Redemption, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) dealers from whom the Paired Trusts will purchase Eligible Treasury Securities shall be selected based on best execution; (ii) counterparties with whom the Paired Trusts will enter into Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing AgentsAgent or any Authorized Participant; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Down Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Down Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of Down-MACRO Holding Shares Down MacroShare that were redeemed on anyone any one Redemption Date (relative to all Outstanding Down-MACRO Holding Shares Down MacroShare on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Down Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Up Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Down Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Up Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in withdrawn from the Netting AccountAccount in connection with a Paired Optional Redemption, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) dealers from whom the Paired Trusts will purchase Eligible Treasury Securities shall be selected based on best execution; (ii) counterparties with whom the Paired Trusts will enter into Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing Agents; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Up Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Up Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of Down-MACRO Holding Shares Up MacroShare that were redeemed on anyone any one Redemption Date (relative to all Outstanding Down-MACRO Holding Shares Up MacroShare on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Up Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Down Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Up Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Up Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in the Netting Account, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) dealers from whom the Paired Trusts will purchase Eligible Treasury Securities shall be selected based on best execution; (ii) counterparties with whom the Paired Trusts will enter into Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing AgentsAgent; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Up Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Up Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of Down-MACRO Holding Shares Up MacroShares that were redeemed on anyone any one Redemption Date (relative to all Outstanding Down-MACRO Holding Shares Up MacroShares on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Up Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Down Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Up Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Down Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in the Netting Account, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) dealers from whom the Paired Trusts will purchase Eligible Treasury Securities shall be selected based on best execution; (ii) counterparties with whom the Paired Trusts will enter into Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing AgentsAgent; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Down Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Down Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of Down-MACRO Holding Shares Down MacroShares that were redeemed on anyone any one Redemption Date (relative to all Outstanding Down-MACRO Holding Shares Down MacroShares on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Down Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Up Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Down Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Down Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in withdrawn from the Netting AccountAccount in connection with a Paired Optional Redemption, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) dealers from whom the Paired Trusts will purchase Eligible Treasury Securities shall be selected based on best execution; (ii) counterparties with whom the Paired Trusts will enter into Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing Agents; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Down Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% in Eligible Treasury Securities and a maximum of 35% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Down Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of Down-MACRO Holding Shares Down MacroShare that were redeemed on anyone any one Redemption Date (relative to all Outstanding Down-MACRO Holding Shares Down MacroShare on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Down Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Up Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Down Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Down Trust and the Up-MACRO Holding Up Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the DownUp-MACRO Holding Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, Date and all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in the Netting Account, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) Eligible Treasury Securities shall be selected based on the most favorable combination, in the judgment of the Administrative Agent, of yield, availability and best execution; (ii) Eligible Treasury Repurchase Agreements shall be selected based on the most favorable combination, in the judgment of the Administrative Agent, of yield, counterparty risk, counterparty concentration and best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing Agents, or any other Person who is an Affiliated Person with respect to any Affiliated Person with respect to any of the foregoing entities; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the DownUp-MACRO Holding Trust and the UpDown-MACRO Holding Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (viv) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 6575% in Eligible Treasury Securities and a maximum of 3525% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date andAgreements; provided, thereafterthat, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the DownUp-MACRO Holding Trust on every other each Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to 10% plus the highest percentage of Downall Outstanding Up-MACRO Holding Shares that which were redeemed on anyone Redemption Date (relative to all Outstanding Down-MACRO Holding Shares on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause period (net of any Paired Optional Redemptions that were effected using funds delivered in connection with Paired Issuances ordered on the Down-MACRO Holding Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H.same Price Determination Day. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and and, taking into account which offer or offers contains the best execution terms, shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the UpDown-MACRO Holding Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the DownUp-MACRO Holding Trust and the UpDown-MACRO Holding Trust. Eligible Treasury Securities allocated to the DownUp-MACRO Holding Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the DownUp-MACRO Holding Trust and the UpDown-MACRO Holding Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.

Administration of Eligible Treasuries. (a) The Trustee, acting on behalf of the Down-MACRO Holding Up Trust and at the direction of the Administrative Agent, shall apply funds in the amount specified in Section 5.2(a)(iv) on each Distribution Date, all funds received in connection with each Paired Issuance, to the extent such funds are not required to remain on deposit in the Netting Account, and any maturity proceeds of Eligible Treasuries that are received prior to the end of any Calculation Period, to acquire Eligible Treasuries. The Administrative Agent shall direct the Trustee to acquire Eligible Treasuries in accordance with the following "Acquisition Guidelines": (i) Eligible Treasury Securities shall be selected based on best execution; (ii) Eligible Treasury Repurchase Agreements shall be selected based on best execution; (iii) no Eligible Treasury Repurchase Agreement may be entered into with, and no Eligible Treasury Security may be purchased from, any person who is an Affiliated Person with respect to any of the Depositor, either of the Paired Holding Trusts, the Trustee, the Administrative Agent, or the Marketing Agents; (iv) Eligible Treasury Repurchase Agreements may be entered into with, and Eligible Treasury Securities may be to be purchased from, an Authorized Participant or an Affiliated Person of both the Down-MACRO Holding Up Trust and an Authorized Participant only in accordance with the requirements and conditions set forth in Exhibit H; (v) Eligible Treasuries shall be allocated as between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust in such a manner that each of the Paired Holding Trusts shall hold an identical portfolio of Eligible Treasuries or as close to an identical portfolio as is commercially feasible; and (vi) the allocation of funds among Eligible Treasury Securities and Eligible Treasury Repurchase Agreements during any Calculation Period (the "Asset Allocation Percentage") shall be a minimum of 65% [65]% in Eligible Treasury Securities and a maximum of 35% [35]% in Eligible Treasury Repurchase Agreements for the first 12 months following the first Issuance Date and, thereafter, the Administrative Agent shall use commercially reasonable efforts to adjust such Asset Allocation Percentage on behalf of the Down-MACRO Holding Up Trust on every other Distribution Date such that the amount invested in Eligible Treasury Repurchase Agreements is equal to up to 10% plus the highest percentage of Down-MACRO Holding Shares Up MacroShares that were redeemed on anyone any one Redemption Date (relative to all Outstanding Down-MACRO Holding Shares Up MacroShares on such Redemption Date) during the preceding twelve-month period. The Trustee shall cause the Down-MACRO Holding Up Trust to acquire Eligible Treasuries pursuant to this Section 6.8 only in accordance with the directions of the Administrative Agent. If the Administrative Agent violates any of the requirements or conditions set forth in Exhibit H in the course of directing the Trustee in the acquisition of Eligible Treasuries, the Administrative Agent shall undertake to remedy such violation in the manner specified in such Exhibit H. (b) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage, solicit offers for Eligible Treasuries and shall place a purchase order for the selected Eligible Treasuries with one or more securities dealers and shall direct the Trustee to settle such acquisition. The Administrative Agent shall direct the Trustee and the Up-MACRO Holding Down Trustee in allocating all Eligible Treasury Securities acquired as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust. Eligible Treasury Securities allocated to the Down-MACRO Holding Up Trust on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (c) On each Distribution Date and on each Issuance Order Date, the Administrative Agent shall, subject to, and in accordance with, the Acquisition Guidelines and the Asset Allocation Percentage solicit offers for Eligible Treasury Repurchase Agreements and shall direct the Trustee to enter into such Eligible Treasury Repurchase Agreements and shall place a purchase order for such Eligible Treasury Repurchase Agreements with one or more counterparties. The Trustee shall allocate all Eligible Treasury Repurchase Agreements as described above equally between the Down-MACRO Holding Up Trust and the Up-MACRO Holding Down Trust, as directed by the Administrative Agent. Eligible Treasury Repurchase Agreements entered into on each Distribution Date, Issuance Date or any other date shall be credited by the Trustee to the Securities Account. (d) On any Business Day during any Calculation Period (other than the last Business Day prior to a Distribution Date), if cash is available in the Distribution Account for reinvestment in Eligible Treasuries, the Administrative Agent shall provide instructions to the Trustee to apply such cash to purchase Eligible Treasuries in accordance with the Acquisition Guidelines and the Asset Allocation Percentage. (e) Without limiting the generality of Section 13.1 and Section 13.2, the Trustee shall not under any circumstances be held liable under this Trust Agreement for any action it takes in accordance with directions provided to it by the Administrative Agent under this Section 6.8 or for any omission on the part of the Trustee to take any action in the absence of receiving such instructions from the Administrative Agent.