Common use of Book-Entry Settlement Clause in Contracts

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates in its book-entry settlement system. The Global Certificates shall be deposited with the Trustee, as the custodian for the Depository, shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the Up-MACRO Tradeable Shares are eligible for book-entry settlement with the Depository, (i) no Beneficial Owner of Up-MACRO Tradeable Shares will be entitled to receive a physical certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the Up-MACRO Tradeable Shares will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of Up-MACRO Tradeable Shares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the Up-MACRO Tradeable Shares. As provided in the Depository Agreement, upon the settlement date for any transfer or any creation, exchange or redemption of the Up-MACRO Tradeable Shares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of Up-MACRO Tradeable Shares so transferred or so created, exchanged or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Trustee, as instructed by the Administrative Agent and the applicable Holder of Up-MACRO Tradeable Shares. The Beneficial Owners of the Up-MACRO Tradeable Shares will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased Up-MACRO Tradeable Shares a written confirmation relating to their purchase of Up-MACRO Tradeable Shares. Upon the settlement date for any creation, transfer, exchange or redemption of Up-MACRO Tradeable Shares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Up-MACRO Tradeable Shares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the Up-MACRO Tradeable Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates in its book-entry settlement system. The Global Certificates shall be deposited with the Trustee, as the custodian for the Depository, shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the Up-MACRO Tradeable Holding Shares are eligible for book-entry settlement with the Depository, (i) no Beneficial Owner of Up-MACRO Tradeable Holding Shares will be entitled to receive a physical certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the Up-MACRO Tradeable Holding Shares will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of Up-MACRO Tradeable Holding Shares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the Up-MACRO Tradeable Holding Shares. As provided in the Depository Agreement, upon the settlement date for any transfer or any creation, exchange transfer or redemption of the Up-MACRO Tradeable Holding Shares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of Up-MACRO Tradeable Holding Shares so transferred or so created, exchanged transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Trustee, as instructed by the Administrative Agent and the applicable Holder of Up-MACRO Tradeable Holding Shares. The Beneficial Owners of the Up-MACRO Tradeable Holding Shares will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased Up-MACRO Tradeable Holding Shares a written confirmation relating to their purchase of Up-MACRO Tradeable Holding Shares. Upon the settlement date for any creation, transfer, redemption or exchange or redemption of Up-MACRO Tradeable Holding Shares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Up-MACRO Tradeable Holding Shares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the Up-MACRO Tradeable Holding Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates in its book-entry settlement system. The Global Certificates shall be deposited with the Trustee, as the custodian for the Depository, shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the UpDown-MACRO Tradeable Holding Shares are eligible for book-entry settlement with the Depository, (i) no Beneficial Owner of UpDown-MACRO Tradeable Holding Shares will be entitled to receive a physical certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the UpDown-MACRO Tradeable Holding Shares will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of UpDown-MACRO Tradeable Holding Shares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the UpDown-MACRO Tradeable Holding Shares. As provided in the Depository Agreement, upon the settlement date for any transfer or any creation, exchange transfer or redemption of the UpDown-MACRO Tradeable Holding Shares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of UpDown-MACRO Tradeable Holding Shares so transferred or so created, exchanged transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Trustee, as instructed by the Administrative Agent and the applicable Holder of UpDown-MACRO Tradeable Holding Shares. The Beneficial Owners of the UpDown-MACRO Tradeable Holding Shares will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased UpDown-MACRO Tradeable Holding Shares a written confirmation relating to their purchase of UpDown-MACRO Tradeable Holding Shares. Upon the settlement date for any creation, transfer, redemption or exchange or redemption of UpDown-MACRO Tradeable Holding Shares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding UpDown-MACRO Tradeable Holding Shares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the UpDown-MACRO Tradeable Holding Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates in its book-entry settlement system. The Global Certificates shall be deposited with the Trustee, as the custodian for the Depository, shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the UpDown-MACRO Tradeable Shares are eligible for book-entry settlement with the Depository, (i) no Beneficial Owner of UpDown-MACRO Tradeable Shares will be entitled to receive a physical certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the UpDown-MACRO Tradeable Shares will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of UpDown-MACRO Tradeable Shares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the UpDown-MACRO Tradeable Shares. As provided in the Depository Agreement, upon the settlement date for any transfer or any creation, exchange or redemption of the UpDown-MACRO Tradeable Shares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of UpDown-MACRO Tradeable Shares so transferred or so created, exchanged or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Trustee, as instructed by the Administrative Agent and the applicable Holder of UpDown-MACRO Tradeable Shares. The Beneficial Owners of the UpDown-MACRO Tradeable Shares will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased UpDown-MACRO Tradeable Shares a written confirmation relating to their purchase of UpDown-MACRO Tradeable Shares. Upon the settlement date for any creation, transfer, exchange or redemption of UpDown-MACRO Tradeable Shares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding UpDown-MACRO Tradeable Shares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the UpDown-MACRO Tradeable Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates in its book-entry settlement system. The Global Certificates shall be deposited with the Trustee, as the custodian for the Depository, shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the Up-MACRO Tradeable Shares Up MacroShares are eligible for book-entry settlement with the Depository, (i) no Beneficial Owner of Up-MACRO Tradeable Shares Up MacroShares will be entitled to receive a physical certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the Up-MACRO Tradeable Shares Up MacroShares will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of Up-MACRO Tradeable Shares Up MacroShares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the Up-MACRO Tradeable SharesUp MacroShares. As provided in the Depository Agreement, upon the settlement date for any transfer or any creation, exchange transfer or redemption of the Up-MACRO Tradeable SharesUp MacroShares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of Up-MACRO Tradeable Shares so transferred or Up MacroShares so created, exchanged transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Trustee, as instructed by the Administrative Agent and the applicable Holder of Up-MACRO Tradeable SharesUp MacroShares. The Beneficial Owners of the Up-MACRO Tradeable Shares Up MacroShares will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased Up-MACRO Tradeable Shares Up MacroShares a written confirmation relating to their purchase of Up-MACRO Tradeable SharesUp MacroShares. Upon the settlement date for any creation, transfer, redemption or exchange or redemption of Up-MACRO Tradeable SharesUp MacroShares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Up-MACRO Tradeable Shares Up MacroShares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the Up-MACRO Tradeable Shares Up MacroShares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates in its book-entry settlement system. The Global Certificates shall be deposited with the Trustee, as the custodian for the Depository, shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the Up-MACRO Tradeable Shares Down MacroShares are eligible for book-entry settlement with the Depository, (i) no Beneficial Owner of Up-MACRO Tradeable Shares Down MacroShares will be entitled to receive a physical certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the Up-MACRO Tradeable Shares Down MacroShares will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of Up-MACRO Tradeable Shares Down MacroShares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the Up-MACRO Tradeable SharesDown MacroShares. As provided in the Depository Agreement, upon the settlement date for any transfer or any creation, exchange transfer or redemption of the Up-MACRO Tradeable SharesDown MacroShares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of Up-MACRO Tradeable Shares so transferred or Down MacroShares so created, exchanged transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Trustee, as instructed by the Administrative Agent and the applicable Holder of Up-MACRO Tradeable SharesDown MacroShares. The Beneficial Owners of the Up-MACRO Tradeable Shares Down MacroShares will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased Up-MACRO Tradeable Shares Down MacroShares a written confirmation relating to their purchase of Up-MACRO Tradeable SharesDown MacroShares. Upon the settlement date for any creation, transfer, redemption or exchange or redemption of Up-MACRO Tradeable SharesDown MacroShares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Up-MACRO Tradeable Shares Down MacroShares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the Up-MACRO Tradeable Shares Down MacroShares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates in its book-entry settlement system. The Global Certificates shall be deposited with the Trustee, as the custodian for the Depository, shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the Up-MACRO Tradeable Shares Up MacroShares are eligible for book-entry settlement with the Depository, (i) no Beneficial Owner of Up-MACRO Tradeable Shares Up MacroShares will be entitled to receive a physical certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the Up-MACRO Tradeable Shares Up MacroShares will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of Up-MACRO Tradeable Shares Up MacroShares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the Up-MACRO Tradeable SharesUp MacroShares. As provided in the Depository Agreement, upon the settlement date for any transfer or any creation, exchange transfer or redemption of the Up-MACRO Tradeable SharesUp MacroShares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of Up-MACRO Tradeable Shares so transferred or Up MacroShares so created, exchanged transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Trustee, as instructed by the Administrative Agent and the applicable Holder of Up-MACRO Tradeable SharesUp MacroShares. The Beneficial Owners of the Up-MACRO Tradeable Shares Up MacroShares will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased Up-MACRO Tradeable Shares Up MacroShares a written confirmation relating to their purchase of Up-MACRO Tradeable SharesUp MacroShares. Upon the settlement date for any creation, transfer, exchange creation or redemption of Up-MACRO Tradeable SharesUp MacroShares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Up-MACRO Tradeable Shares Up MacroShares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the Up-MACRO Tradeable Shares Up MacroShares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates in its book-entry settlement system. The Global Certificates shall be deposited with the Trustee, as the custodian for the Depository, shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the Up-MACRO Tradeable Shares Down MacroShares are eligible for book-entry settlement with the Depository, (i) no Beneficial Owner of Up-MACRO Tradeable Shares Down MacroShares will be entitled to receive a physical certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the Up-MACRO Tradeable Shares Down MacroShares will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of Up-MACRO Tradeable Shares Down MacroShares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the Up-MACRO Tradeable SharesDown MacroShares. As provided in the Depository Agreement, upon the settlement date for any transfer or any creation, exchange transfer or redemption of the Up-MACRO Tradeable SharesDown MacroShares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of Up-MACRO Tradeable Shares so transferred or Down MacroShares so created, exchanged transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Trustee, as instructed by the Administrative Agent and the applicable Holder of Up-MACRO Tradeable SharesDown MacroShares. The Beneficial Owners of the Up-MACRO Tradeable Shares Down MacroShares will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased Up-MACRO Tradeable Shares Down MacroShares a written confirmation relating to their purchase of Up-MACRO Tradeable SharesDown MacroShares. Upon the settlement date for any creation, transfer, exchange creation or redemption of Up-MACRO Tradeable SharesDown MacroShares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Up-MACRO Tradeable Shares Down MacroShares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the Up-MACRO Tradeable Shares Down MacroShares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates Up-MACRO Holding Shares in its book-entry settlement system. The Global Certificates shall be Up-MACRO Holding Shares deposited with the Trustee, as the custodian for the Depository, Depository shall be evidenced by one or more global Certificates which shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the Up-MACRO Tradeable Holding Shares are eligible for book-entry settlement with the DepositoryDepository and such settlement is available, unless otherwise required by law, all Up-MACRO Holding Shares shall be evidenced by one or more global Certificates the Registered Owner of which is the Depository or a nominee of the Depository and (i) no Beneficial Owner of Up-MACRO Tradeable Holding Shares will be entitled to receive a physical certificate separate Certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the Up-MACRO Tradeable Holding Shares represented by a global Certificate will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of with respect to Up-MACRO Tradeable Holding Shares represented by a global Certificate will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the Up-MACRO Tradeable Holding Shares. As provided in the Depository Agreement, upon the settlement date for any transfer or of any creation, exchange transfer or redemption of the Up-MACRO Tradeable Holding Shares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of Up-MACRO Tradeable Holding Shares so transferred or so created, exchanged transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the TrusteeTrustee and each Authorized Participant, in the case of a Paired Subsequent Issuance or Paired Optional Redemption of MACRO Units. Except as instructed by the Administrative Agent and the applicable Holder otherwise described in Section 2.5([ ]), ownership of beneficial interests in Up-MACRO Tradeable SharesHolding Shares will be limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. The Beneficial Owners of the beneficial interests in Up-MACRO Tradeable Holding Shares ("Beneficial Owners") will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased Up-MACRO Tradeable Holding Shares a written confirmation relating to their purchase of Up-MACRO Tradeable Holding Shares. Upon the settlement date for any creation, transfer, exchange or redemption of Up-MACRO Tradeable Shares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Up-MACRO Tradeable Shares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the Up-MACRO Tradeable Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates Up-MACRO Holding Shares in its book-entry settlement system. The Global Certificates shall be Up-MACRO Holding Shares deposited with the Trustee, as the custodian for the Depository, Depository shall be evidenced by one or more global Certificates which shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the Up-MACRO Tradeable Holding Shares are eligible for book-entry settlement with the DepositoryDepository and such settlement is available, unless otherwise required by law, all Up-MACRO Holding Shares shall be evidenced by one or more global Certificates the Registered Owner of which is the Depository or a nominee of the Depository and (i) no Beneficial Owner of Up-MACRO Tradeable Holding Shares will be entitled to receive a physical certificate separate Certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the Up-MACRO Tradeable Holding Shares represented by a global Certificate will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of with respect to Up-MACRO Tradeable Holding Shares represented by a global Certificate will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the Up-MACRO Tradeable Holding Shares. As provided in the Depository Agreement, upon the settlement date for any transfer or of any creation, exchange transfer or redemption of the Up-MACRO Tradeable Holding Shares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of Up-MACRO Tradeable Holding Shares so transferred or so created, exchanged transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Trustee, as instructed by the Administrative Agent Agent, and each Authorized Participant, in the applicable Holder case of a Paired Subsequent Issuance or Paired Optional Redemption of MACRO Units. Owners of beneficial interests in Up-MACRO Tradeable Shares. The Holding Shares ("Beneficial Owners of the Up-MACRO Tradeable Shares Owners") will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased Up-MACRO Tradeable Holding Shares a written confirmation relating to their purchase of Up-MACRO Tradeable Holding Shares. Upon the settlement date for any creation, transfer, exchange or redemption of Up-MACRO Tradeable Shares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Up-MACRO Tradeable Shares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the Up-MACRO Tradeable Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates Down-MACRO Holding Shares in its book-entry settlement system. The Global Certificates shall be Down-MACRO Holding Shares deposited with the Trustee, as the custodian for the Depository, Depository shall be evidenced by one or more global Certificates which shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the UpDown-MACRO Tradeable Holding Shares are eligible for book-entry settlement with the DepositoryDepository and such settlement is available, unless otherwise required by law, all Down-MACRO Holding Shares shall be evidenced by one or more global Certificates the Registered Owner of which is the Depository or a nominee of the Depository and (i) no Beneficial Owner of UpDown-MACRO Tradeable Holding Shares will be entitled to receive a physical certificate separate Certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the UpDown-MACRO Tradeable Holding Shares represented by a global Certificate will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of Upwith respect to Down-MACRO Tradeable Holding Shares represented by a global Certificate will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the UpDown-MACRO Tradeable Holding Shares. As provided in the Depository Agreement, upon the settlement date for any transfer or of any creation, exchange transfer or redemption of the UpDown-MACRO Tradeable Holding Shares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of UpDown-MACRO Tradeable Holding Shares so transferred or so created, exchanged transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the TrusteeTrustee and each Authorized Participant, in the case of a Paired Subsequent Issuance or Paired Optional Redemption of MACRO Units. Except as instructed by the Administrative Agent and the applicable Holder otherwise described in Section 2.5([ ]), ownership of Upbeneficial interests in Down-MACRO Tradeable SharesHolding Shares will be limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. The Beneficial Owners of the Upbeneficial interests in Down-MACRO Tradeable Holding Shares ("Beneficial Owners") will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased UpDown-MACRO Tradeable Holding Shares a written confirmation relating to their purchase of UpDown-MACRO Tradeable Holding Shares. Upon the settlement date for any creation, transfer, exchange or redemption of Up-MACRO Tradeable Shares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Up-MACRO Tradeable Shares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the Up-MACRO Tradeable Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates in its book-entry settlement system. The Global Certificates shall be deposited with the Trustee, as the custodian for the Depository, shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the Up-MACRO Tradeable Shares Up MacroShares are eligible for book-entry settlement with the Depository, (i) no Beneficial Owner of Up-MACRO Tradeable Shares Up MacroShares will be entitled to receive a physical certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the Up-MACRO Tradeable Shares Up MacroShares will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of Up-MACRO Tradeable Shares Up MacroShares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the Up-MACRO Tradeable SharesUp MacroShares. As provided in the Depository Agreement, upon the settlement date for any transfer or any creation, exchange transfer or redemption of the Up-MACRO Tradeable SharesUp MacroShares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of Up-MACRO Tradeable Shares so transferred or Up MacroShares so created, exchanged transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Trustee, as instructed by the Administrative Agent and the applicable Holder of Up-MACRO Tradeable SharesUp MacroShares. The Beneficial Owners of the Up-MACRO Tradeable Shares Up MacroShares will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased Up-MACRO Tradeable Shares Up MacroShares a written confirmation relating to their purchase of Up-MACRO Tradeable SharesUp MacroShares. Upon the settlement date for any creation, transfer, exchange or redemption or exchange of Up-MACRO Tradeable SharesUp MacroShares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Up-MACRO Tradeable Shares Up MacroShares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the Up-MACRO Tradeable Shares Up MacroShares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.

Book-Entry Settlement. The Depositor and the Trustee shall apply to the Depository for acceptance of the Global Certificates Down-MACRO Holding Shares in its book-entry settlement system. The Global Certificates shall be Down-MACRO Holding Shares deposited with the Trustee, as the custodian for the Depository, Depository shall be evidenced by one or more global Certificates which shall be registered in the name of Cede & Co., as nominee for the Depository, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE AGENT AUTHORIZED BY THE DEPOSITOR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. So long as the UpDown-MACRO Tradeable Holding Shares are eligible for book-entry settlement with the DepositoryDepository and such settlement is available, unless otherwise required by law, all Down-MACRO Holding Shares shall be evidenced by one or more global Certificates the Registered Owner of which is the Depository or a nominee of the Depository and (i) no Beneficial Owner of UpDown-MACRO Tradeable Holding Shares will be entitled to receive a physical certificate separate Certificate evidencing those shares, (ii) the interest of a Beneficial Owner in the UpDown-MACRO Tradeable Holding Shares represented by a global Certificate will be shown only on, and transfer of that interest will be effected only through, records maintained by the Depository or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner of Upwith respect to Down-MACRO Tradeable Holding Shares represented by a global Certificate will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and the Depository or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in the UpDown-MACRO Tradeable Holding Shares. As provided in the Depository Agreement, upon the settlement date for any transfer or of any creation, exchange transfer or redemption of the UpDown-MACRO Tradeable Holding Shares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of UpDown-MACRO Tradeable Holding Shares so transferred or so created, exchanged transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the Trustee, as instructed by the Administrative Agent Agent, and each Authorized Participant, in the applicable Holder case of Upa Paired Subsequent Issuance or Paired Optional Redemption of MACRO Units. Owners of beneficial interests in Down-MACRO Tradeable Shares. The Holding Shares ("Beneficial Owners of the Up-MACRO Tradeable Shares Owners") will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased UpDown-MACRO Tradeable Holding Shares a written confirmation relating to their purchase of UpDown-MACRO Tradeable Holding Shares. Upon the settlement date for any creation, transfer, exchange or redemption of Up-MACRO Tradeable Shares, the Trustee shall make a notation on Schedule A attached to the Global Certificate indicating the resulting Net Par Amount Increase or Net Par Amount Decrease in the Aggregate Par Amount of Outstanding Up-MACRO Tradeable Shares represented by such Global Certificate. Upon the settlement date for a transfer of a Global Certificate to a new Registered Owner as described in clause (e)(ii) of this Section 2.5, the Trustee shall cancel such Global Certificate and issue a new Global Certificate in the name of such transferee Registered Owner. The Depository may discontinue providing its services with respect to the Up-MACRO Tradeable Shares by giving notice to the Trustee, the Administrative Agent and the Depositor pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. In such event, the Trustee, the Administrative Agent and the Depositor shall seek to find a replacement for the Depository to perform the functions thereof on terms acceptable to the Administrative Agent and the Depositor. If no such replacement can be found or is willing to assume the duties of the Depository, then a Termination Trigger will occur pursuant to Section 11.1 of this Trust Agreement.