Common use of Termination Triggers Clause in Contracts

Termination Triggers. (a) The Up-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11.1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Up-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the UpDown-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down MACRO Tradeable Shares or the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent agent shall be permitted to seek to remedy such failure; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11.1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the Down-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Up-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Down-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Down-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the UpDown-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding UpDown-MACRO Holding Shares or the DownUp-MACRO Tradeable Trust holds less than a Majority of the Outstanding DownUp-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the UpDown-MACRO Tradeable Trust and/or the DownUp-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the UpDown-MACRO or DownUp-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares or the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the UpDown-MACRO Holding Trust Agreement and the DownUp-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding UpDown-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding UpDown-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 ARTICLE 11 (a) hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii12.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the UpDown-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the UpDown-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding UpDown-MACRO Holding Shares or the DownUp-MACRO Tradeable Trust holds less than a Majority of the Outstanding DownUp-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the UpDown-MACRO Tradeable Trust and/or the DownUp-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the UpDown-MACRO or DownUp-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the DownUp-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the UpDown-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares or the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the UpDown-MACRO Holding Trust Agreement and the DownUp-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding UpDown-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding UpDown-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 ARTIVLE 11(a) hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii12.1(a)(i)(ii), Section 11.1(a)(vi11.1(a)(i)(vi) or Section 11.1(a)(vii11.1(a)(i)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the UpDown-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the UpDown-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding UpDown-MACRO Holding Shares or the DownUp-MACRO Tradeable Trust holds less than a Majority of the Outstanding DownUp-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the UpDown-MACRO Tradeable Trust and/or the DownUp-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the UpDown-MACRO or DownUp-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Up Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists persist for five (5) consecutive Business Days: (ix) the Applicable Reference Price of Crude Oil is not established calculated by NYMEX or the Substitute Oil Price Provider; or (iiy) NYMEX or such Substitute Oil Price Provider (including any Substitute Oil Price Provider that was previously a publicly-accessible source of NYMEX settlement prices) refuses to make that price available to the Administrative Agent and the Calculation Agent for the purpose of calculating the Up-MACRO Up Underlying Value and Down Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% 185 or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $915, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at or above or at or below that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, Up Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Down Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, Up Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Down Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties hereunder and/or under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Down Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent hereunder and/or under such agreementsthe Down Trust Agreement; (vii) the Depositor elects to terminate the Up-MACRO Holding Up Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Up Trust and the Down-MACRO Holding Down Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust)class, consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust or of any substantial part of its propertythe property of the Up Trust or the Down Trust, or ordering the winding up or liquidation of its affairsthe affairs of the Up Trust or the Down Trust, or, in a court having jurisdiction, any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) either of the Paired Trusts becomes undercollateralized, as measured on any Distribution Date prior to the making of any payments or distributions on that Distribution Date and without taking into account the rights and obligations of the Paired Trusts under the Income Distribution Agreement and the Settlement Contracts, such that the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust affected trust is equal to 90% or less of the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; andcash on deposit in the other trust; (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust is reduced to less than ten (10) million dollars on any Business Day; and (xi) the amount of cash and Eligible Treasuries on deposit in the Up Trust or the Down Trust on any Business Day is equal to less than fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or and the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date andDepositor elects, in either caseits sole discretion, the Depositor elects to terminate the Paired Holding Trusts. (b) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Triggers described in subclauses (i), (ii), (iii), (iv), (vi), (vii) and (xi) of clause (a) of this Section 11. 1. Upon obtaining knowledge of the occurrence of any of the Termination Triggers described in subclauses (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence; provided, that the Trustee shall have no affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require the Trustee to assume any duties above and beyond those duties which are specifically assigned to it by all other provisions of this Trust Agreement. Notwithstanding the foregoing, both the Administrative Agent and the Trustee shall be required to notify the Depositor and each other of the occurrence of any Termination Trigger of which either of them acquires actual knowledge; provided, that neither the Administrative Agent nor the Trustee shall have any affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require either of them to assume any duties above and beyond those duties which are specifically assigned to each of them by all other provisions of this Trust Agreement. The Trustee will give prompt notice of the occurrence of any Termination Trigger of which it has knowledge or of which it has been informed to the Calculation Agent, the Down Trustee and the Registered Owners of the Up MacroShares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Trusts; provided, that in the case of any Termination Trigger which occurs only upon the expiration of a specified number of days, if such days occur over the course of two Calculation Periods, the Early Termination Date will not occur until the Distribution Date that follows the second Calculation Period, and, provided, further, that in the case of the occurrence of the Termination Trigger described in Section 11.1(a)(ix), the related Early Termination Date will occur on the same Distribution Date as the Distribution Date on which such Termination Trigger occurred. Following the settlement of the Settlement Contracts on the Early Termination Date, the Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesUp MacroShares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Shares Up MacroShares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Down Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists persist for five (5) consecutive Business Days: (ix) the Applicable Reference Price of Crude Oil is not established calculated by NYMEX or the Substitute Oil Price Provider; or (iiy) NYMEX or such Substitute Oil Price Provider (including any Substitute Oil Price Provider that was previously a publicly-accessible source of NYMEX settlement prices) refuses to make that price available to the Administrative Agent and the Calculation Agent for the purpose of calculating the Up-MACRO Up Underlying Value and Down Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% 185 or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $915, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at or above or at or below that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, Down Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Up Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, Down Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Up Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties hereunder and/or under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Up Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent hereunder and/or under such agreementsthe Up Trust Agreement; (vii) the Depositor elects to terminate the Up-MACRO Holding Down Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Down Trust and the Down-MACRO Holding Up Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust)class, consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust or of any substantial part of its propertythe property of the Up Trust or the Down Trust, or ordering the winding up or liquidation of its affairsthe affairs of the Up Trust or the Down Trust, or, in a court having jurisdiction, any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) either of the Paired Trusts becomes undercollateralized, as measured on any Distribution Date prior to the making of any payments or distributions on that Distribution Date and without taking into account the rights and obligations of the Paired Trusts under the Income Distribution Agreement and the Settlement Contracts, such that the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust affected trust is equal to 90% or less of the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; andcash on deposit in the other trust; (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Down Trust or the Down-MACRO Holding Up Trust is reduced to less than ten (10) million dollars on any Business Day; and (xi) the amount of cash and Eligible Treasuries on deposit in Up Trust or the Down Trust on any Business Day is equal to less than fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or and the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date andDepositor elects, in either caseits sole discretion, the Depositor elects to terminate the Paired Holding Trusts. (b) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Triggers described in subclauses (i), (ii), (iii), (iv), (vi), (vii) and (xi) of clause (a) of this Section 11. 1. Upon obtaining knowledge of the occurrence of any of the Termination Triggers described in subclauses (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence; provided, that the Trustee shall have no affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require the Trustee to assume any duties above and beyond those duties which are specifically assigned to it by all other provisions of this Trust Agreement. Notwithstanding the foregoing, both the Administrative Agent and the Trustee shall be required to notify the Depositor and each other of the occurrence of any Termination Trigger of which either of them acquires actual knowledge; provided, that neither the Administrative Agent nor the Trustee shall have any affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require either of them to assume any duties above and beyond those duties which are specifically assigned to each of them by all other provisions of this Trust Agreement. The Trustee will give prompt notice of the occurrence of any Termination Trigger of which it has knowledge or of which it has been informed to the Calculation Agent, the Up Trustee and the Registered Owners of the Down MacroShares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Up Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Trusts; provided, that in the case of any Termination Trigger which occurs only upon the expiration of a specified number of days, if such days occur over the course of two Calculation Periods, the Early Termination Date will not occur until the Distribution Date that follows the second Calculation Period, and, provided, further, that in the case of the occurrence of the Termination Trigger described in Section 11.1(a)(ix), the related Early Termination Date will occur on the same Distribution Date as the Distribution Date on which such Termination Trigger occurred. Following the settlement of the Settlement Contracts on the Early Termination Date, the Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesDown MacroShares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Shares Down MacroShares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Up Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (ix) the Applicable Reference Price of Crude Oil is not established calculated by NYMEX or the Substitute Oil Price Provider; or (iiy) NYMEX or such Substitute Oil Price Provider (including any source of NYMEX settlement prices that was previously accessibly to the general public) refuses to make that price available to the Administrative Agent and the Calculation Agent for the purpose of calculating the Up-MACRO Up Underlying Value and Down Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% 185 or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $915, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties hereunder and/or under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Down Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent hereunder and/or under such agreementsthe Down Trust Agreement; (vii) the Depositor elects to terminate the Up-MACRO Holding Up Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Up Trust and the Down-MACRO Holding Down Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust)class, consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Up Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Down Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) either of the Paired Trusts becomes undercollateralized, as measured on any Distribution Date prior to the making of any payments or distributions on that Distribution Date and without taking into account the rights and obligations of the Paired Trusts under the Income Distribution Agreement and the Settlement Contracts, such that the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust affected trust is equal to 90% or less of the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; andcash on deposit in the other trust; (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust is reduced to less than ten (10) million dollars on any Business Day; and (xi) the amount of cash and Eligible Treasuries on deposit in the Up Trust or the Down Trust on any Business Day is less than fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or and the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date andDepositor elects, in either caseits sole discretion, the Depositor elects to terminate the Paired Holding Trusts. (b) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Triggers described in subclauses (i), (ii), (iii), (iv), (vi), (vii) and (xi) of clause (a) of this Section 11. 1. Upon obtaining knowledge of the occurrence of any of the Termination Triggers described in subclauses (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence; provided, that the Trustee shall have no affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require the Trustee to assume any duties above and beyond those duties which are specifically assigned to it by all other provisions of this Trust Agreement. Notwithstanding the foregoing, both the Administrative Agent and the Trustee shall be required to notify the Depositor and each other of the occurrence of any Termination Trigger of which either of them acquires actual knowledge; provided, that neither the Administrative Agent nor the Trustee shall have any affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require either of them to assume any duties above and beyond those duties which are specifically assigned to each of them by all other provisions of this Trust Agreement. The Trustee will give prompt notice of the occurrence of any Termination Trigger of which it has knowledge or of which it has been informed to the Calculation Agent, the Down Trustee and the Registered Owners of the Up MacroShares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Trusts; provided, that in the case of any Termination Trigger which occurs only upon the expiration of a specified number of days, if such days occur over the course of two Calculation Periods, the Early Termination Date will occur on the Distribution Date that follows the second Calculation Period, and, provided, further, that in the case of the occurrence of the Termination Trigger described in Section 11.1(a)(ix), the related Early Termination Date will occur on the same Distribution Date as the Distribution Date on which such Termination Trigger occurred. Following the settlement of the Settlement Contracts on the Early Termination Date, the Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesUp MacroShares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Shares Up MacroShares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Down Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any the Reference Index Provider fails to publish the S&P/Case-Shiller Composite-10 Home Price Index or the Reference Index Provider fails to make the Reference Value of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price Index available to the Administrative Agent Paired Trusts for the purpose purposes of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Index Publication Days; (ii) for three (3) consecutive Index Publication Days, the Reference Value of the Index is equal to or below 108.11 or equal to or above 216.23; (iii) any of the Up-MACRO Holding Trust, Down Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Up Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, Down Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Up Trust becomes a commodities pool that is regulated subject to regulation under the CEAct; (v) the Up MacroShares or Down MacroShares are delisted by NYSE Arca or the applicable national securities exchange on which they are listed; (vi) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vivii) the Administrative Agent resigns or is unable to perform its duties hereunder and/or under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Up Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent hereunder and/or under such agreementsthe Up Trust Agreement; (viiviii) the Depositor elects to terminate the Up-MACRO Holding Down Trust and Holders of Down MacroShares representing 66 and 2/3% of all Down MacroShares that are outstanding and the Holders of the Up-MACRO Holding Trust Up MacroShares representing 66 and the Down-MACRO Holding Trust2/3% of all Up MacroShares that are outstanding, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust)class, consent to such termination; (viiiix) a decree or order is entered by a court having competent jurisdiction adjudging any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust or of any substantial part of its propertythe property of the Down Trust or the Up Trust, or ordering the winding up or liquidation of its affairsthe affairs of the Down Trust or the Up Trust, or, in a court having jurisdiction, any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ixx) the Depositor determines in good faith that there is a material risk that the Down Trust or the Up Trust is subject to withholding tax liability, and elects to terminate the Paired Trusts; (xi) either of the Paired Trusts becomes undercollateralized, as measured on any Distribution Date prior to the making of any payments or distributions on that Distribution Date and without taking into account the rights and obligations of the Paired Trusts under the Income Distribution Agreement and the Settlement Contracts, such that the amount of cash on deposit in the affected trust is equal to 90% or less of the cash on deposit in the other trust; (xii) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Down Trust or the Down-MACRO Holding Up Trust is reduced to less than ten (10) million dollarsdollars on any Business Day; and (xxiii) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Down Trust or the Down-MACRO Holding Up Trust on any Business Day is reduced equal to less than fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or and the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date andDepositor elects, in either caseits sole discretion, the Depositor elects to terminate the Paired Holding Trusts. (b) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Triggers described in subclauses (i), (ii), (v), (vii), (viii), (x) and (xiii) of clause (a) of this Section 11.1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described in clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence; provided, that the Trustee shall have no affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require the Trustee to assume any duties above and beyond those duties which are specifically assigned to it by all other provisions of this Trust Agreement. Notwithstanding the foregoing, both the Administrative Agent and the Trustee shall be required to notify the Depositor and each other of the occurrence of any Termination Trigger of which either of them acquires actual knowledge; provided, that neither the Administrative Agent nor the Trustee shall have any affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require either of them to assume any duties above and beyond those duties which are specifically assigned to each of them by all other provisions of this Trust Agreement. The Trustee shall give prompt notice of the occurrence of any Termination Trigger of which it has knowledge or of which it has been informed to the Depositor, the Administrative Agent, the Up Trustee and the Registered Owners of the Down MacroShares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Up Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Trusts; provided, that (i) in the case of the Termination Triggers described in subclauses (i) and (ii) of clause (a) of this Section 11.1, the Early Termination Date will not occur until the Distribution Date that follows the third consecutive Index Publication Day on which the circumstances described therein have persisted, (ii) in the case of the Termination Trigger related to the bankruptcy of either of the Paired Trusts, the Early Termination Date will not occur until the Distribution Date that follows the ninetieth day after the date on which either of the Paired Trusts have been adjudged to be bankrupt or insolvent or on which they become involved in voluntary or involuntary insolvency or similar proceedings, and (iii) in the case of the Termination Trigger described in subclause (xi) of clause (a) of this Section 11.1, the related Early Termination Date will occur on the same Distribution Date as the Distribution Date on which such Termination Trigger occurred. Following the settlement of the Settlement Contracts on the Early Termination Date, the Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesDown MacroShares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Shares Down MacroShares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets XacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of Down-MACRO Tradeable Trust and the Up-MACRO Tradeable Trust shall not be required to hold at least register as investment companies, for the purposes of determining whether a majority Termination Trigger has occurred pursuant to this clause, during the 90-day cure period that will follow any date as of which the Down-MACRO Tradeable Trust holds less than a Majority of the UpOutstanding Down-MACRO Holding Shares or the failure of the DownUp-MACRO Tradeable Trust to hold at least holds less than a majority Majority of the DownOutstanding Up-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failureShares; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the Down-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Up-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Down-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Down-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Light Sweet Crude Oil Price is not established by the NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose purposes of calculating the UpDown-MACRO Underlying Value; Value for five consecutive Business Days, or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after Sublicensing Agreement is terminated by the expiration of its initial 5-year term NYMEX and the Depositor and MacroMarkets LLC are unable to enter into a no Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Crude Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holdersavailable; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value (A) a Down-MACRO Recapitalization Event occurs and no Down-MACRO Recapitalization Issuance is made within 30 Business Days of the Down-MACRO Holding Trust will be equal to 15% Recapitalization Event or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value (B) an Up-MACRO Recapitalization Event occurs and no Up-MACRO Recapitalization Issuance is made within 30 Business Days of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination DaysRecapitalization Event; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, Tradeable Trust or the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under within the meaning of the Investment Company Act; providedAct of 1940, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failureamended; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down- MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the UpDown-MACRO Holding Trust, the DownUp-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days;; or (ixv) the amount of cash and Eligible Treasuries on deposit in if the Up-MACRO Holding Trust or the Down-MACRO Holding Trust Investment Amount is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a the Termination Trigger (an the "Early Termination Date"), the Trustee and the Up-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee will make a Final Distribution on all Outstanding UpDown-MACRO Tradeable SharesHolding Shares being redeemed, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding UpDown-MACRO Tradeable Holding Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge or receiving notice of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In additionTrigger, the Trustee will give prompt notice of that event to the Depositor, the Administrative Agent, the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners each Holder of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Light Sweet Crude Oil Price is not established by the NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose purposes of calculating the Up-MACRO Underlying Value; Value for five consecutive Business Days, or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after Sublicensing Agreement is terminated by the expiration of its initial 5-year term NYMEX and the Depositor and MacroMarkets LLC are unable to enter into a no Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Crude Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holdersavailable; (iiA) an Up-MACRO Recapitalization Event occurs and no Up-MACRO Recapitalization Issuance is made within 30 Business Days of the Applicable Reference Price of Crude Oil rises to Up-MACRO Recapitalization Event or above $111, at which level the Underlying Value (B) a Down-MACRO Recapitalization Event occurs and no Down-MACRO Recapitalization Issuance is made within 30 Business Days of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination DaysRecapitalization Event; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under within the meaning of the Investment Company Act; providedAct of 1940, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failureamended; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days;; or (ixv) the amount of cash and Eligible Treasuries on deposit in if the Up-MACRO Holding Trust or the Down-MACRO Holding Trust Investment Amount is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a the Termination Trigger (an the "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee will make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesHolding Shares being redeemed, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Holding Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge or receiving notice of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In additionTrigger, the Trustee will give prompt notice of that event to the Depositor, the Administrative Agent, the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners each Holder of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the DownUp-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the UpDown-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares or the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the UpDown-MACRO Holding Trust Agreement and the DownUp-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding UpDown-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding UpDown-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 ARTICLE 11(a) hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii12.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the UpDown-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the UpDown-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding UpDown-MACRO Holding Shares or the DownUp-MACRO Tradeable Trust holds less than a Majority of the Outstanding DownUp-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the UpDown-MACRO Tradeable Trust and/or the DownUp-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the UpDown-MACRO or DownUp-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets axx XxcroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure Up-MACRO Tradeable Trust and the Down-MACRO Tradeable Trust shall not be required to register as investment companies, for the purposes of determining whether a Termination Trigger has occurred pursuant to this clause, during the 90-day cure period that will follow any date as of which the Up-MACRO Tradeable Trust to hold at least holds less than a majority Majority of the Outstanding Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least holds less than a majority Majority of the Outstanding Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failureShares; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets XxxxoMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall or the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO holding shares will not constitute a Termination Trigger termination trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall administrative agent will be permitted to seek to remedy such failure; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the Down-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Up-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Down-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Down-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the UpDown-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding UpDown-MACRO Holding Shares or the DownUp-MACRO Tradeable Trust holds less than a Majority of the Outstanding DownUp-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the UpDown-MACRO Tradeable Trust and/or the DownUp-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the UpDown-MACRO or DownUp-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-Up- MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Index Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Index Licensing Agreement, the Substitute Oil Price Provider which is a party to such agreement terminates that license and, in the case of either (a) or (b), the Holders shareholders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Index Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holdersshareholders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% [ ] or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit [ ] and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under within the meaning of the Investment Company Act; providedAct of 1940, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failureamended; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days;; or (ixv) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust Investment Amount is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a the Termination Trigger (an the "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesHolding Shares being redeemed, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Holding Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee Trustee, upon obtaining knowledge or receiving notice of the occurrence of the a Termination Trigger set forth described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclause (a)(iii), Section 11.1(a)(i)(ii), Section 11.1(a)(vi(iv) or (v) of this Section 11.1(a)(vii). Upon 11.1, or the Administrative Agent, upon obtaining knowledge or receiving notice of the occurrence of any a Termination Trigger described in subclause (a)(i) or (ii) of the other Termination Triggers described abovethis Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Depositor, the Administrative Agent or the Trustee, as applicable, to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners each Holder of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or Up- (iii)(aa) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Index Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets xxx XacroMarkets LLC have already entered into a Substitute Reference Price Index Licensing Agreement, the Substitute Oil Price Provider which is a party to such agreement terminates that license and, in the case of either (a) or (b), the Holders shareholders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Index Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holdersshareholders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% [ ] or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit [ ] and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under within the meaning of the Investment Company Act; providedAct of 1940, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failureamended; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days;; or (ixv) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust Investment Amount is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a the Termination Trigger (an the "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesHolding Shares being redeemed, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Holding Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee Trustee, upon obtaining knowledge or receiving notice of the occurrence of the a Termination Trigger set forth described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclause (a)(iii), Section 11.1(a)(i)(ii), Section 11.1(a)(vi(iv) or (v) of this Section 11.1(a)(vii). Upon 11.1, or the Administrative Agent, upon obtaining knowledge or receiving notice of the occurrence of any a Termination Trigger described in subclause (a)(i) or (ii) of the other Termination Triggers described abovethis Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Depositor, the Administrative Agent or the Trustee, as applicable, to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners each Holder of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Up Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any the Reference Index Provider fails to publish the S&P/Case-Shiller Composite-10 Home Price Index or the Reference Index Provider fails to make the Reference Value of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price Index available to the Administrative Agent Paired Trusts for the purpose purposes of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Index Publication Days; (ii) for three (3) consecutive Index Publication Days, the Reference Value of the Index is equal to or below 108.11 or equal to or above 216.23; (iii) any of the Up-MACRO Holding Trust, Up Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Down Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, Up Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Down Trust becomes a commodities pool that is regulated subject to regulation under the CEAct; (v) the Up MacroShares or Down MacroShares are delisted by NYSE Arca or the applicable national securities exchange on which they are listed; (vi) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vivii) the Administrative Agent resigns or is unable to perform its duties hereunder and/or under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Down Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent hereunder and/or under such agreementsthe Down Trust Agreement; (viiviii) the Depositor elects to terminate the Up-MACRO Holding Up Trust and Holders of Up MacroShares representing 66 and 2/3% of the all Up MacroShares that are outstanding and Holders of the Up-MACRO Holding Trust Down MacroShares representing 66 and the Down-MACRO Holding Trust2/3% of all Down MacroShares that are outstanding, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust)class, consent to such termination; (viiiix) a decree or order is entered by a court having competent jurisdiction adjudging any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust or of any substantial part of its propertythe property of the Up Trust or the Down Trust, or ordering the winding up or liquidation of its affairsthe affairs of the Up Trust or the Down Trust, or, in a court having jurisdiction, any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ixx) the Depositor determines in good faith that there is a material risk that the Up Trust or the Down Trust is subject to withholding tax liability, and elects to terminate the Paired Trusts; (xi) either of the Paired Trusts becomes undercollateralized, as measured on any Distribution Date prior to the making of any payments or distributions on that Distribution Date and without taking into account the rights and obligations of the Paired Trusts under the Income Distribution Agreement and the Settlement Contracts, such that the amount of cash on deposit in the affected trust is equal to 90% or less of the cash on deposit in the other trust; (xii) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust is reduced to less than ten (10) million dollarsdollars on any Business Day; and (xxiii) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust on any Business Day is reduced equal to less than fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or and the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date andDepositor elects, in either caseits sole discretion, the Depositor elects to terminate the Paired Holding Trusts. (b) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Triggers described in subclauses (i), (ii), (v), (vii), (viii), (x) and (xiii) of clause (a) of this Section 11.1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described in clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence; provided, that the Trustee shall have no affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require the Trustee to assume any duties above and beyond those duties which are specifically assigned to it by all other provisions of this Trust Agreement. Notwithstanding the foregoing, both the Administrative Agent and the Trustee shall be required to notify the Depositor and each other of the occurrence of any Termination Trigger of which either of them acquires actual knowledge; provided, that neither the Administrative Agent nor the Trustee shall have any affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require either of them to assume any duties above and beyond those duties which are specifically assigned to each of them by all other provisions of this Trust Agreement. The Trustee shall give prompt notice of the occurrence of any Termination Trigger of which it has knowledge or of which it has been informed to the Depositor, the Administrative Agent, the Down Trustee and the Registered Owners of the Up MacroShares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Trusts; provided, that (i) in the case of the Termination Triggers described in subclauses (i) and (ii) of clause (a) of this Section 11.1, the Early Termination Date will not occur until the Distribution Date that follows the third consecutive Index Publication Day on which the circumstances described therein have persisted, (ii) in the case of the Termination Trigger related to the bankruptcy of either of the Paired Trusts, the Early Termination Date will not occur until the Distribution Date that follows the ninetieth day after the date on which either of the Paired Trusts have been adjudged to be bankrupt or insolvent or on which they become involved in voluntary or involuntary insolvency or similar proceedings, and (iii) in the case of the Termination Trigger described in subclause (xi) of clause (a) of this Section 11.1, the related Early Termination Date will occur on the same Distribution Date as the Distribution Date on which such Termination Trigger occurred. Following the settlement of the Settlement Contracts on the Early Termination Date, the Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesUp MacroShares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Shares Up MacroShares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets anx XxxroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets XxxxoMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and Deposixxx xnd MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall holding shares will not constitute a Termination Trigger termination trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall administrative agent will be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Up-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets axx XxcroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets XxxroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares or the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the UpDown-MACRO Holding Trust Agreement and the DownUp-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding UpDown-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding UpDown-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 ARTICLE 11 (a) hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii12.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the UpDown-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the UpDown-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding UpDown-MACRO Holding Shares or the DownUp-MACRO Tradeable Trust holds less than a Majority of the Outstanding DownUp-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the UpDown-MACRO Tradeable Trust and/or the DownUp-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the UpDown-MACRO or DownUp-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor Depoxxxxx and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall holding shares will not constitute a Termination Trigger termination trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall administrative agent will be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Up-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets XxxroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall or the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO holding shares will not constitute a Termination Trigger termination trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall administrative agent will be permitted to seek to remedy such failure; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the Down-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Up-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Down-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Down-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the UpDown-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding UpDown-MACRO Holding Shares or the DownUp-MACRO Tradeable Trust holds less than a Majority of the Outstanding DownUp-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the UpDown-MACRO Tradeable Trust and/or the DownUp-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the UpDown-MACRO or DownUp-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Up Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any the Reference Index Provider fails to publish the S&P/Case-Shiller Composite-10 Home Price Index or the Reference Index Provider fails to make the Reference Value of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price Index available to the Administrative Agent Paired Trusts for the purpose purposes of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Index Publication Days; (ii) for three (3) consecutive Index Publication Days, the Reference Value of the Index is equal to or below 108.11 or equal to or above 216.23; (iii) any of the Up-MACRO Holding Trust, Up Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Down Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, Up Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Down Trust becomes a commodities pool that is regulated subject to regulation under the CEAct; (v) the Up MacroShares or Down MacroShares are delisted by NYSE Arca or the applicable national securities exchange on which they are listed; (vi) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vivii) the Administrative Agent resigns or is unable to perform its duties hereunder and/or under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Down Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent hereunder and/or under such agreementsthe Down Trust Agreement; (viiviii) the Depositor elects to terminate the Up-MACRO Holding Up Trust and Holders of Up MacroShares representing 66 and 2/3% of the all Up MacroShares that are outstanding and Holders of the Up-MACRO Holding Trust Down MacroShares representing 66 and the Down-MACRO Holding Trust2/3% of all Down MacroShares that are outstanding, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust)class, consent to such termination; (viiiix) a decree or order is entered by a court having competent jurisdiction adjudging any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust or of any substantial part of its propertythe property of the Up Trust or the Down Trust, or ordering the winding up or liquidation of its affairsthe affairs of the Up Trust or the Down Trust, or, in a court having jurisdiction, any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ixx) the Depositor determines in good faith that there is a material risk that the Up Trust or the Down Trust is subject to withholding tax liability, and elects to terminate the Paired Trusts; (xi) either of the Paired Trusts becomes undercollateralized, as measured on any Distribution Date prior to the making of any payments or distributions on that Distribution Date and without taking into account the rights and obligations of the Paired Trusts under the Income Distribution Agreement and the Settlement Contracts, such that the amount of cash on deposit in the affected trust is equal to 90% or less of the cash on deposit in the other trust; (xii) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust is reduced to less than ten (10) million dollarsdollars on any Business Day; and (xxiii) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust on any Business Day is reduced equal to less than fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or and the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date andDepositor elects, in either caseits sole discretion, the Depositor elects to terminate the Paired Holding Trusts. (b) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Triggers described in subclauses (i), (ii), (v), (vii), (viii), (x) and (xiii) of clause (a) of this Section 11.1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described in clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence; provided, that the Trustee shall have no affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require the Trustee to assume any duties above and beyond those duties which are specifically assigned to it by all other provisions of this Trust Agreement. Notwithstanding the foregoing, both the Administrative Agent and the Trustee shall be required to notify the Depositor and each other of the occurrence of any Termination Trigger of which either of them acquires actual knowledge; provided, that neither the Administrative Agent nor the Trustee shall have any affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require either of them to assume any duties above and beyond those duties which are specifically assigned to each of them by all other provisions of this Trust Agreement. The Trustee shall give prompt notice of the occurrence of any Termination Trigger of which it has knowledge or of which it has been informed to the Depositor, the Administrative Agent, the Down Trustee and the Registered Owners of the Up MacroShares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Trusts; provided, that (i) in the case of the Termination Triggers described in subclauses (i) and (ii) of clause (a) of this Section 11.1,the Early Termination Date will not occur until the Distribution Date that follows the third consecutive Index Publication Day on which the circumstances described therein have persisted, (ii) in the case of the Termination Trigger related to the bankruptcy of either of the Paired Trusts, the Early Termination Date will not occur until the Distribution Date that follows the ninetieth day after the date on which either of the Paired Trusts have been adjudged to be bankrupt or insolvent or on which they become involved in voluntary or involuntary insolvency or similar proceedings, and (iii) in the case of the Termination Trigger described in subclause (xi) of clause (a) of this Section 11.1, the related Early Termination Date will occur on the same Distribution Date as the Distribution Date on which such Termination Trigger occurred. Following the settlement of the Settlement Contracts on the Early Termination Date, the Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesUp MacroShares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Shares Up MacroShares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Up Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) Reference Index Provider fails to publish the Applicable Reference S&P/Case-Shiller Composite-10 Home Price of Crude Oil Index or the Standard & Poor’s Sublicensing Agreement is terminated or is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after renewed following the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license andterm, in the case of either case, for three (a3) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holdersconsecutive Index Publication Days; (ii) the Applicable Reference Price Value of Crude Oil the Index rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit[ ], or the Applicable Reference Price of Crude Oil falls to or below $9[ ], at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil and remains at that level or above this value or at or below this value, as applicable, for three (3) consecutive Price Determination Index Publication Days; (iii) any of the Up-MACRO Holding Trust, Up Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Down Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, Up Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Down Trust becomes a commodities pool that is regulated under the CEAct; (v) the Up MacroShares or Down MacroShares are delisted by NYSE Arca or the applicable national securities exchange on which they are listed; (vi) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vivii) the Administrative Agent resigns or is unable to perform its duties hereunder and/or under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Down Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent hereunder and/or under such agreementsthe Down Trust Agreement; (viiviii) the Depositor elects to terminate the Up-MACRO Holding Up Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Up Trust and the Down-MACRO Holding Down Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust)class, consent to such termination; (viiiix) a decree or order is entered by a court having competent jurisdiction adjudging any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust or of any substantial part of its propertythe property of the Up Trust or the Down Trust, or ordering the winding up or liquidation of its affairsthe affairs of the Up Trust or the Down Trust, or, in a court having jurisdiction, any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ixx) the Depositor determines in good faith that there is a material risk that the Up Trust is subject to withholding tax liability, and elects to terminate the Paired Trusts; (xi) either of the Paired Trusts becomes undercollateralized, as measured on any Distribution Date prior to the making of any payments or distributions on that Distribution Date and without taking into account the rights and obligations of the Paired Trusts under the Income Distribution Agreement and the Settlement Contracts, such that the amount of cash on deposit in the affected trust is equal to 90% or less of the cash on deposit in the other trust; (xii) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust is reduced to less than ten (10) million dollarsdollars on any Business Day; and (xxiii) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust on any Business Day is reduced equal to less than fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or and the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date andDepositor elects, in either caseits sole discretion, the Depositor elects to terminate the Paired Holding Trusts. (b) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Triggers described in subclauses (i), (ii), (iii), (iv), (vi), (vii) and (xii) of clause (a) of this Section 11.1. Upon obtaining knowledge of the occurrence of any of the Termination Triggers described in subclauses (v), (viii) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence; provided, that the Trustee shall have no affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require the Trustee to assume any duties above and beyond those duties which are specifically assigned to it by all other provisions of this Trust Agreement. Notwithstanding the foregoing, both the Administrative Agent and the Trustee shall be required to notify the Depositor and each other of the occurrence of any Termination Trigger of which either of them acquires actual knowledge; provided, that neither the Administrative Agent nor the Trustee shall have any affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require either of them to assume any duties above and beyond those duties which are specifically assigned to each of them by all other provisions of this Trust Agreement. The Trustee will give prompt notice of the occurrence of any Termination Trigger of which it has knowledge or of which it has been informed to the Calculation Agent, the Down Trustee and the Registered Owners of the Up MacroShares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Trusts; provided, that in the case of any Termination Trigger which occurs only upon the expiration of a specified number of days or after specified circumstances have persisted for several consecutive Index Publication Days, if these days occur over the course of several Calculation Periods, the Early Termination Date will not occur until the Distribution Date that follows the Calculation Period during which the prescribed period expired or the last consecutive Index Publication Day occurred, and, provided, further, that in the case of the occurrence of the Termination Trigger described in Section 11.1(a)(xi), the related Early Termination Date will occur on the same Distribution Date as the Distribution Date on which such Termination Trigger occurred. Following the settlement of the Settlement Contracts on the Early Termination Date, the Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesUp MacroShares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Shares Up MacroShares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and Depositxx xxd MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall holding shares will not constitute a Termination Trigger termination trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall administrative agent will be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Up-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Down Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (ix) the Applicable Reference Price of Crude Oil is not established calculated by NYMEX or the Substitute Oil Price Provider; or (iiy) NYMEX or such Substitute Oil Price Provider (including any source of NYMEX settlement prices that was previously accessibly to the general public) refuses to make that price available to the Administrative Agent and the Calculation Agent for the purpose of calculating the Up-MACRO Up Underlying Value and Down Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% 185 or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $915, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties hereunder and/or under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Up Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent hereunder and/or under such agreementsthe Up Trust Agreement; (vii) the Depositor elects to terminate the Up-MACRO Holding Down Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Down Trust and the Down-MACRO Holding Up Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust)class, consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Down Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Up Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) either of the Paired Trusts becomes undercollateralized, as measured on any Distribution Date prior to the making of any payments or distributions on that Distribution Date and without taking into account the rights and obligations of the Paired Trusts under the Income Distribution Agreement and the Settlement Contracts, such that the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust affected trust is equal to 90% or less of the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; andcash on deposit in the other trust; (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Down Trust or the Down-MACRO Holding Up Trust is reduced to less than ten (10) million dollars on any Business Day; and (xi) the amount of cash and Eligible Treasuries on deposit in the Down Trust or the Up Trust on any Business Day is less than fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or per trust and the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date andDepositor elects, in either caseits sole discretion, the Depositor elects to terminate the Paired Holding Trusts. (b) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Triggers described in subclauses (i), (ii), (iii), (iv), (vi), (vii) and (xi) of clause (a) of this Section 11. 1. Upon obtaining knowledge of the occurrence of any of the Termination Triggers described in subclauses (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence; provided, that the Trustee shall have no affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require the Trustee to assume any duties above and beyond those duties which are specifically assigned to it by all other provisions of this Trust Agreement. Notwithstanding the foregoing, both the Administrative Agent and the Trustee shall be required to notify the Depositor and each other of the occurrence of any Termination Trigger of which either of them acquires actual knowledge; provided, that neither the Administrative Agent nor the Trustee shall have any affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require either of them to assume any duties above and beyond those duties which are specifically assigned to each of them by all other provisions of this Trust Agreement. The Trustee will give prompt notice of the occurrence of any Termination Trigger of which it has knowledge or of which it has been informed to the Calculation Agent, the Up Trustee and the Registered Owners of the Down MacroShares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Up Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Trusts; provided, that in the case of any Termination Trigger which occurs only upon the expiration of a specified number of days, if such days occur over the course of two Calculation Periods, the Early Termination Date will occur on the Distribution Date that follows the second Calculation Period and, provided, further, that in the case of the occurrence of the Termination Trigger described in Section 11.1(a)(ix), the related Early Termination Date will occur on the same Distribution Date as the Distribution Date on which such Termination Trigger occurred. Following the settlement of the Settlement Contracts on the Early Termination Date, the Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesDown MacroShares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Shares Down MacroShares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Index Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Index Licensing Agreement, the Substitute Oil Price Provider which is a party to such agreement terminates that license and, in the case of either (a) or (b), the Holders shareholders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Index Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holdersshareholders; (ii) the Applicable Reference Price of Crude Oil falls to or below $[ ] or rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit [ ] and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, Tradeable Trust or the Up-MACRO Tradeable Trust or becomes an "investment company" within the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under meaning of the CEActInvestment Company Act of 1940, as amended; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viiiiv) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the UpDown-MACRO Holding Trust, the DownUp-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days;; or (ixv) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust Investment Amount is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a the Termination Trigger (an the "Early Termination Date"), the Trustee and the Up-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall make a Final Distribution on all Outstanding UpDown-MACRO Tradeable SharesHolding Shares being redeemed, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding UpDown-MACRO Tradeable Holding Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee Trustee, upon obtaining knowledge or receiving notice of the occurrence of the a Termination Trigger set forth described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclause (a)(iii), Section 11.1(a)(i)(ii), Section 11.1(a)(vi(iv) or (v) of this Section 11.1(a)(vii). Upon 11.1, or the Administrative Agent, upon obtaining knowledge or receiving notice of the occurrence of any a Termination Trigger described in subclause (a)(i) or (ii) of the other Termination Triggers described abovethis Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Depositor, the Administrative Agent, or the Trustee, as applicable, to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners each Holder of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets xxx XacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of Down-MACRO Tradeable Trust and the Up-MACRO Tradeable Trust shall not be required to hold at least register as investment companies, for the purposes of determining whether a majority Termination Trigger has occurred pursuant to this clause, during the 90-day cure period that will follow any date as of which the Down-MACRO Tradeable Trust holds less than a Majority of the UpOutstanding Down-MACRO Holding Shares or the failure of the DownUp-MACRO Tradeable Trust to hold at least holds less than a majority Majority of the DownOutstanding Up-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failureShares; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the UpDown-MACRO Holding Trust Agreement and the DownUp-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding UpDown-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding UpDown-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 ARTICLE 11 (a) hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii12.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the UpDown-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets XacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall or the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO holding shares will not constitute a Termination Trigger termination trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall administrative agent will be permitted to seek to remedy such failure; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the Down-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Up-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Down-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Down-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the UpDown-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding UpDown-MACRO Holding Shares or the DownUp-MACRO Tradeable Trust holds less than a Majority of the Outstanding DownUp-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the UpDown-MACRO Tradeable Trust and/or the DownUp-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the UpDown-MACRO or DownUp-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and xxx MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure Up-MACRO Tradeable Trust and the Down-MACRO Tradeable Trust shall not be required to register as investment companies, for the purposes of determining whether a Termination Trigger has occurred pursuant to this clause, during the 90-day cure period that will follow any date as of which the Up-MACRO Tradeable Trust to hold at least holds less than a majority Majority of the Outstanding Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least holds less than a majority Majority of the Outstanding Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failureShares; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall or the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO holding shares will not constitute a Termination Trigger termination trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall administrative agent will be permitted to seek to remedy such failure; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the Down-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Up-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Down-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Down-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the UpDown-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding UpDown-MACRO Holding Shares or the DownUp-MACRO Tradeable Trust holds less than a Majority of the Outstanding DownUp-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the UpDown-MACRO Tradeable Trust and/or the DownUp-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the UpDown-MACRO or DownUp-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor Deposxxxx and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure Up-MACRO Tradeable Trust and the Down-MACRO Tradeable Trust shall not be required to register as investment companies, for the purposes of determining whether a Termination Trigger has occurred pursuant to this clause, during the 90-day cure period that will follow any date as of which the Up-MACRO Tradeable Trust to hold at least holds less than a majority Majority of the Outstanding Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least holds less than a majority Majority of the Outstanding Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failureShares; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Up-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets XacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of Down-MACRO Tradeable Trust and the Up-MACRO Tradeable Trust shall not be required to hold at least register as investment companies, for the purposes of determining whether a majority Termination Trigger has occurred pursuant to this clause, during the 90-day cure period that will follow any date as of which the Down-MACRO Tradeable Trust holds less than a Majority of the UpOutstanding Down-MACRO Holding Shares or the failure of the DownUp-MACRO Tradeable Trust to hold at least holds less than a majority Majority of the DownOutstanding Up-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failureShares; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the UpDown-MACRO Holding Trust Agreement and the DownUp-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding UpDown-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding UpDown-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 ARTICLE 11 (a) hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii12.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the UpDown-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor Deposxxxx and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall holding shares will not constitute a Termination Trigger termination trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall administrative agent will be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Up-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Up Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) on any Index Publication Day, an aggregate inflation index designated as the medical care aggregate index ceases (A) to be calculated or published by the BLS or (B) to constitute a component of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpCPI-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the HoldersU; (ii) the Applicable Reference Price of Crude Oil rises to or above $111on any calendar day, at which level the Underlying Value of the Down-MACRO Holding Up Trust will be equal (A) rises to 15or above 185% of the cash and treasuries on deposit in that trust or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil (B) falls to or below $9, at which level the Underlying Value 15% of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds cash and treasuries on deposit andin that trust, in either case, the Applicable Reference Price of Crude Oil and remains at that this level for three the next two (32) consecutive Price Determination Index Publication Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the Up-MACRO Holding Up Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Up Trust and the Down-MACRO Holding Down Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust)class, consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the Depositor determines in good faith that there is a material risk that the Up Trust is subject to, and elects to terminate the Paired Trusts; (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust is reduced to less than ten (10) million dollars; and (xxi) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi), (vii), (ix) and (xi) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee Listing Agent and the Registered Owners of the Up-MACRO Holding SharesUp MacroShares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Trusts. The Trustee shall then make a Final Distribution on all Outstanding Up MacroShares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Up MacroShares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Up Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Up Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111185, at which level the Underlying Value of the Down-MACRO Holding Down Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $915, at which level the Underlying Value of the Up-MACRO Holding Up Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties hereunder and/or under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Down Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent hereunder and/or under such agreementsthe Down Trust Agreement; (vii) the Depositor elects to terminate the Up-MACRO Holding Up Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Up Trust and the Down-MACRO Holding Down Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust)class, consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Up Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Down Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Up Trust or the Down-MACRO Tradeable Down Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Up Trust or the Down-MACRO Holding Down Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or and the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date andDepositor elects, in either caseits discretion, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi), (vii) and (x) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii) and (ix) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Down Trustee and the Registered Owners of the Up-MACRO Holding SharesUp MacroShares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Trusts; provided, that is the case of any Termination Trigger which occurs only upon the expiration of a specified number of days, if such days occur over the course of two Calculation Periods, the Early Termination Date will occur on the Distribution Date that follows the second Calculation Period. The Trustee shall then make a Final Distribution on all Outstanding Up MacroShares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Up MacroShares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111[ ], at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9[ ], at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-Down- MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth that results from a specified increase or decrease in any the Applicable Reference Price of Crude Oil or the following subparagraphs failure by NYMEX or the applicable Substitute Oil Price Provider to establish the Applicable Reference Price of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) Crude Oil or Section 11.1(a)(vii)its refusal to make it available to the Administrative Agent. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-Down- MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and Depositox xxx MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall holding shares will not constitute a Termination Trigger termination trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall administrative agent will be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Up-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor Depxxxxxr and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure Up-MACRO Tradeable Trust and the Down-MACRO Tradeable Trust shall not be required to register as investment companies, for the purposes of determining whether a Termination Trigger has occurred pursuant to this clause, during the 90-day cure period that will follow any date as of which the Up-MACRO Tradeable Trust to hold at least holds less than a majority Majority of the Outstanding Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least holds less than a majority Majority of the Outstanding Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failureShares; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Up-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111[ ], at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9[ ], at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth that results from a specified increase or decrease in any the Applicable Reference Price of Crude Oil or the following subparagraphs failure by NYMEX or the applicable Substitute Oil Price Provider to establish the Applicable Reference Price of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) Crude Oil or Section 11.1(a)(vii)its refusal to make it available to the Administrative Agent. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Down-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Up-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Down Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) Reference Index Provider fails to publish the Applicable Reference S&P/Case-Shiller Composite-10 Home Price of Crude Oil Index or the Standard & Poor’s Sublicensing Agreement is terminated or is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after renewed following the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Energy Service or (b) in the event that the Depositor and MacroMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license andterm, in the case of either case, for three (a3) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holdersconsecutive Index Publication Days; (ii) the Applicable Reference Price Value of Crude Oil the Index rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit[ ], or the Applicable Reference Price of Crude Oil falls to or below $9[ ], at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil and remains at that level or above this value or at or below this value, as applicable, for three (3) consecutive Price Determination Index Publication Days; (iii) any of the Up-MACRO Holding Trust, Down Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Up Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, Down Trust and/or the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Up Trust becomes a commodities pool that is regulated under the CEAct; (v) the Up MacroShares or Down MacroShares are delisted by NYSE Arca or the applicable national securities exchange on which they are listed; (vi) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vivii) the Administrative Agent resigns or is unable to perform its duties hereunder and/or under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Up Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent hereunder and/or under such agreementsthe Up Trust Agreement; (viiviii) the Depositor elects to terminate the Up-MACRO Holding Down Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Down Trust and the Down-MACRO Holding Up Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust)class, consent to such termination; (viiiix) a decree or order is entered by a court having competent jurisdiction adjudging any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust or of any substantial part of its propertythe property of the Down Trust or the Up Trust, or ordering the winding up or liquidation of its affairsthe affairs of the Down Trust or the Up Trust, or, in a court having jurisdiction, any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of either the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Down Trust or the Down-MACRO Tradeable Up Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ixx) the Depositor determines in good faith that there is a material risk that the Down Trust is subject to withholding tax liability, and elects to terminate the Paired Trusts; (xi) either of the Paired Trusts becomes undercollateralized, as measured on any Distribution Date prior to the making of any payments or distributions on that Distribution Date and without taking into account the rights and obligations of the Paired Trusts under the Income Distribution Agreement and the Settlement Contracts, such that the amount of cash on deposit in the affected trust is equal to 90% or less of the cash on deposit in the other trust; (xii) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Down Trust or the Down-MACRO Holding Up Trust is reduced to less than ten (10) million dollarsdollars on any Business Day; and (xxiii) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Down Trust or the Down-MACRO Holding Up Trust on any Business Day is reduced equal to less than fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or and the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date andDepositor elects, in either caseits sole discretion, the Depositor elects to terminate the Paired Holding Trusts. (b) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Triggers described in subclauses (i), (ii), (iii), (iv), (vi), (vii) and (xii) of clause (a) of this Section 11.1. Upon obtaining knowledge of the occurrence of any of the Termination Triggers described in subclauses (v), (viii) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence; provided, that the Trustee shall have no affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require the Trustee to assume any duties above and beyond those duties which are specifically assigned to it by all other provisions of this Trust Agreement. Notwithstanding the foregoing, both the Administrative Agent and the Trustee shall be required to notify the Depositor and each other of the occurrence of any Termination Trigger of which either of them acquires actual knowledge; provided, that neither the Administrative Agent nor the Trustee shall have any affirmative duty to investigate or conduct due diligence with respect to the occurrence or status of any such Termination Trigger to the extent that such investigation or due diligence would require either of them to assume any duties above and beyond those duties which are specifically assigned to each of them by all other provisions of this Trust Agreement. The Trustee will give prompt notice of the occurrence of any Termination Trigger of which it has knowledge or of which it has been informed to the Calculation Agent, the Up Trustee and the Registered Owners of the Down MacroShares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Up Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Trusts; provided, that in the case of any Termination Trigger which occurs only upon the expiration of a specified number of days or after specified circumstances have persisted for several consecutive Index Publication Days, if these days occur over the course of several Calculation Periods, the Early Termination Date will not occur until the Distribution Date that follows the Calculation Period during which the prescribed period expired or the last consecutive Index Publication Day occurred, and, provided, further, that in the case of the occurrence of the Termination Trigger described in Section 11.1(a)(xi), the related Early Termination Date will occur on the same Distribution Date as the Distribution Date on which such Termination Trigger occurred. Following the settlement of the Settlement Contracts on the Early Termination Date, the Trustee shall then make a Final Distribution on all Outstanding Up-MACRO Tradeable SharesDown MacroShares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment DateDistribution, all Outstanding Up-MACRO Tradeable Shares Down MacroShares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving notice or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The Up-MACRO Tradeable Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the Up-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets XxxxxMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall not constitute a Termination Trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall be permitted to seek to remedy such failure; (iv) any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreements; (vii) the Depositor elects to terminate the Up-MACRO Holding Trust and 66 and 2/3% of the Holders of the Up-MACRO Holding Trust and the Down-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the Down-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the Up-MACRO Holding Trust or the Down-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(i), Section 11.1(a)(i)(ii), Section 11.1(a)(vi) or Section 11.1(a)(vii). Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described above, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee and the Registered Owners of the Up-MACRO Holding Shares. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the Up-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding Up-MACRO Holding Shares or the Down-MACRO Tradeable Trust holds less than a Majority of the Outstanding Down-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the Up-MACRO Tradeable Trust and/or the Down-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the Up-MACRO or Down-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.

Termination Triggers. (a) The UpDown-MACRO Tradeable Holding Trust shall terminate if any one of the following events (each, a "Termination Trigger") occurs: (i) any of the following circumstances persists for five (5) consecutive Business Days: (i) the Applicable Reference Price of Crude Oil is not established by NYMEX or the Substitute Oil Price Provider; (ii) NYMEX or such Substitute Oil Price Provider refuses to make that price available to the Administrative Agent for the purpose of calculating the UpDown-MACRO Underlying Value; or (iii)(a) NYMEX terminates the NYMEX License or does not agree to a renewal thereof after the expiration of its initial 5-year term and the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Dow Xxxxx Jones Energy Service or (b) in the event that the Depositor and MacroMarkets XxxxxMarkets LLC have already entered into a Substitute Reference Price Licensing Agreement, the Substitute Oil Price Provider which is party to such agreement terminates that license and, in the case of either (a) or (b), the Holders do not select a Substitute Oil Price Provider or the Depositor and MacroMarkets LLC are unable to enter into a Substitute Reference Price Licensing Agreement with the Substitute Oil Price Provider that was selected by the Holders; (ii) the Applicable Reference Price of Crude Oil rises to or above $111, at which level the Underlying Value of the Down-MACRO Holding Trust will be equal to 15% or less of assets it holds on deposit, or the Applicable Reference Price of Crude Oil falls to or below $9, at which level the Underlying Value of the Up-MACRO Holding Trust will be equal to 15% or less of the assets it holds on deposit and, in either case, the Applicable Reference Price of Crude Oil remains at that level for three (3) consecutive Price Determination Days; (iii) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes required to register as an "investment company" under the Investment Company Act; provided, that the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO Holding Shares or the failure of the Down-MACRO Tradeable Trust to hold at least a majority of the Down-MACRO Holding Shares shall or the failure of the Up-MACRO Tradeable Trust to hold at least a majority of the Up-MACRO holding shares will not constitute a Termination Trigger termination trigger until the expiration of 90 days following the date as of which such failure first occurred, during which period the Administrative Agent shall administrative agent will be permitted to seek to remedy such failure; (iv) any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust becomes a commodities pool that is regulated under the CEAct; (v) DTC becomes unwilling or unable to act as Depository under this Trust Agreement and no suitable replacement is willing and able to assume the duties of the Depository hereunder; (vi) the Administrative Agent resigns or is unable to perform its duties under the Up-MACRO Holding Trust Agreement and the Down-MACRO Holding Trust Agreement hereunder or becomes bankrupt or insolvent, and no suitable replacement is willing and able to assume the duties of the Administrative Agent under such agreementshereunder; (vii) the Depositor elects to terminate the UpDown-MACRO Holding Trust and 66 and 2/3% of the Holders of the UpDown-MACRO Holding Trust and the DownUp-MACRO Holding Trust, each voting as a separate class (with each Holder of Tradeable Shares being entitled to vote the underlying Holding Shares on deposit in its Tradeable Trust), consent to such termination; (viii) a decree or order is entered by a court having competent jurisdiction adjudging any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust to be bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust under the Bankruptcy Code or any other applicable law, or appointing a receiver, liquidator, assignee or sequestrator (or other similar official) of any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or, in a court having jurisdiction, any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust commences a voluntary case or proceeding under the Bankruptcy Code or any other applicable law, or an involuntary case or proceeding is commenced against any of the Down-MACRO Holding Trust, the Up-MACRO Holding Trust, the Down-MACRO Holding Trust, the Up-MACRO Tradeable Trust or the DownUp-MACRO Tradeable Trust, seeking any of the foregoing and such case or proceeding continues undismissed or unstayed and in effect for a period of 90 consecutive days; (ix) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to less than ten (10) million dollars; and (x) the amount of cash and Eligible Treasuries on deposit in the UpDown-MACRO Holding Trust or the DownUp-MACRO Holding Trust is reduced to fifty (50) million dollars or less after previously reaching an amount equal to two hundred (200) million dollars or more, or the failure on the part of the Paired Holding Trusts to each hold cash and Eligible Treasuries in an amount equal to at least two hundred (200) million dollars after six (6) months or more have elapsed since the Closing Date and, in either case, and the Depositor elects to terminate the Paired Holding Trusts. (b) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee shall make a Final Distribution on all Outstanding Up-MACRO Tradeable Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution on the related Distribution Payment Date, all Outstanding Up-MACRO Tradeable Shares shall be deemed to be redeemed in full. (c) The Administrative Agent will be responsible for notifying the Depositor and the Trustee of the occurrence of the Termination Trigger set forth Triggers described in any of the following subparagraphs of Article 11 hereof: Section 11.1(a)(i)(isubclauses (i), Section 11.1(a)(i)(ii(ii), (vi) and (vii) of clause (a) of this Section 11.1(a)(vi) or Section 11.1(a)(vii)11. 1. Upon obtaining knowledge of the occurrence of any of the other Termination Triggers described abovein subclauses (iii), (iv), (v), (viii), (ix) and (x) of clause (a) of this Section 11.1, the Trustee will be responsible for notifying the Depositor and the Administrative Agent of such occurrence. In addition, the Trustee will give prompt notice of that event to the Calculation Agent, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee and the Registered Owners of the Down-MACRO Holding Shares. (c) On the next Distribution Date following the occurrence of a Termination Trigger (an "Early Termination Date"), the Trustee and the Up-MACRO Holding Trustee shall terminate the Income Distribution Agreement and settle all of the Settlement Contracts on behalf of the Paired Holding Trusts. The Trustee shall then make a Final Distribution on all Outstanding Down-MACRO Holding Shares, as set forth in Section 5.2. Upon receipt of this Final Distribution, all Outstanding Down-MACRO Holding Shares shall be deemed to be redeemed in full. (d) The Depositor, upon receiving or otherwise obtaining actual knowledge of the occurrence of any Termination Trigger, shall file a Form 8-K with the SEC disclosing such occurrence. (e) In the event that the UpDown-MACRO Tradeable Trust at any time holds less than a Majority of the Outstanding UpDown-MACRO Holding Shares or the DownUp-MACRO Tradeable Trust holds less than a Majority of the Outstanding DownUp-MACRO Holding Shares, the Administrative Agent shall be permitted to seek to restore such Majority ownership by the UpDown-MACRO Tradeable Trust and/or the DownUp-MACRO Tradeable Trust for a period of 90 days following the first day on which the applicable tradeable trust ceased to be the Majority owner of the UpDown-MACRO or DownUp-MACRO Holding Shares that it holds on deposit. In the event that such Majority ownership has not been restored on or prior to the expiration of such 90-day period, a Termination Trigger will occur pursuant to subclause (iii) of clause (a) of this Section 11.1.