FORM OF MACROSHARES DOWN OIL BENCHMARK TRADEABLE TRUST AGREEMENT MACRO SECURITIES DEPOSITOR, LLC, as DepositorTrust Agreement • June 19th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
EXHIBIT 3.2 SECOND AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • December 11th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • Delaware
PARTIES -------License Agreement • November 27th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
MACRO SECURITIES DEPOSITOR, LLC, as Depositor, INVESTORS BANK & TRUST COMPANY, as Trustee,Trust Agreement • November 27th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
FORM OF CLAYMORE MACROSHARES OIL DOWN TRADEABLE TRUST AGREEMENT MACRO SECURITIES DEPOSITOR, LLC, as Depositor INVESTORS BANK & TRUST COMPANY, as Trustee, andTrust Agreement • August 16th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
TRUST AGREEMENTTrust Agreement • November 27th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
SCHEDULE to the ISDA Master AgreementIsda Master Agreement • December 11th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
EXHIBIT 4.2 FORM OF CLAYMORE MACROSHARES OIL UP TRADEABLE TRUST AGREEMENTTrust Agreement • November 1st, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
PARTIES -------License Agreement • November 27th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
TRUST AGREEMENTTrust Agreement • November 27th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
CONFIRMATIONIncome Distribution Agreement • November 29th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities
SUMMARYParticipants Agreement • November 27th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK 10036-6522 --------Legal Counsel Engagement • December 11th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities
We have served as counsel to MACRO Securities Depositor, LLC (the "Depositor"), in its capacity as depositor of the Claymore MACROshares Oil Up Holding Trust (the "Oil Up Holding Trust") and the Claymore MACROshares Oil UP Tradeable Trust (the "Oil Up Tradeable Trust," and, together with the Oil Up Holding Trust, the "Trusts") in connection with the formation of the Trusts and the preparation and filing of a Registration Statement on Form S-1 (Registration No. 333-[ ]) (the "Registration Statement"), including the prospectus included in Part I of the Registration Statement (the "Prospectus"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "1933 Act"). The Registration Statement relates to the proposed registration under the 1933 Act of [ ] shares of fractional undivided beneficial interest in and ownership of the Oil Up Holding Trust (the "Holding Shares") and [ ] shares of fractional
MACRO SECURITIES DEPOSITOR, LLC, as Depositor, INVESTORS BANK & TRUST COMPANY, as Trustee,Claymore Macroshares Oil Down Tradeable Trust Agreement • December 11th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
STANDARD TERMS TO MACROSHARES PARTICIPANTS AGREEMENTSParticipants Agreement • July 21st, 2008 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
This supplement (the "Supplement"), dated as of July 3, 2008, is hereby entered into by and among MACRO Securities Depositor (the "Depositor"), State Street Bank and Trust Company, N.A., not in its individual capacity but solely as trustee for the Paired Shares (the "Trustee"), MacroMarkets LLC (the "Administrative Agent") and UBS Securities, LLC (the "Authorized Participant"). The Standard Terms To MacroShares Participants Agreements, dated as of July 3, 2008 (the "Standard Terms"), are incorporated herein by reference and the parties hereto shall be required to comply with such Standard Terms as if they were set forth in full herein.
MACRO SECURITIES DEPOSITOR, LLC, as Depositor, INVESTORS BANK & TRUST COMPANY, as Trustee,Claymore Macroshares Oil Down Holding Trust Agreement • December 11th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
MACRO SECURITIES DEPOSITOR, LLC, as Depositor, INVESTORS BANK & TRUST COMPANY, as Trustee,Claymore Macroshares Oil Up Tradeable Trust Agreement • December 11th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
MACRO SECURITIES DEPOSITOR, LLC, as Depositor, INVESTORS BANK & TRUST COMPANY, as Trustee,Claymore Macroshares Oil Up Holding Trust Agreement • December 11th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
MACRO SECURITIES DEPOSITOR, LLC, as Depositor, STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee, MACROMARKETS LLC, as the Administrative Agent and MACRO FINANCIAL, LLC, as the Marketing Agent SECOND AMENDED AND RESTATED MACROSHARES $100 OIL UP...Trust Agreement • January 23rd, 2009 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
This SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 23, 2009 (this "Trust Agreement"), is hereby entered into among MACRO SECURITIES DEPOSITOR, LLC, a Delaware limited liability company, as depositor (the "Depositor"), STATE STREET BANK AND TRUST COMPANY, N.A., not in its individual capacity but solely as trustee (the "Trustee"), MACROMARKETS LLC, not in its individual capacity but solely as administrative agent (in such capacity, the "Administrative Agent"), and MACRO FINANCIAL, LLC, as marketing agent (in such capacity, the "Marketing Agent").
FORM OF MACROSHARES UP OIL BENCHMARK HOLDING TRUST AGREEMENT MACRO SECURITIES DEPOSITOR, LLC, as Depositor, [ ], not in its individual capacity but solely as Trustee and [ ], not in its individual capacity but solely as Administrative Agent and...Trust Agreement • June 19th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK 10036-6522 -------- TEL: (212) 735-3000 FAX: (212) 735-2000Tax Counsel Opinion • December 11th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities
EXHIBIT 4.8 FORM OF NYMEX SUBLICENSE AGREEMENT THIS SUBLICENSE AGREEMENT (the "Sublicense Agreement") is entered into this [ ] day of [ ], 2006 ("Effective Date"), by and among MACROMARKETS LLC, a Delaware limited liability company ("Sublicensor"),...Sublicense Agreement • August 16th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
Skadden, Arps, Slate, Meagher & Flom LLP FOUR TIMES SQUARE NEW YORK 10036-6522 ________Tax Counsel Agreement • November 27th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities
MACRO SECURITIES DEPOSITOR, LLC, as Depositor, STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee, MACROMARKETS LLC, as the Administrative Agent and MACRO FINANCIAL, LLC, as the Marketing Agent SECOND AMENDED AND RESTATED MACROSHARES $100 OIL DOWN...Trust Agreement • January 23rd, 2009 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
This SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 23, 2009 (this "Trust Agreement"), is hereby entered into among MACRO SECURITIES DEPOSITOR, LLC, a Delaware limited liability company, as depositor (the "Depositor"), STATE STREET BANK AND TRUST COMPANY, N.A., not in its individual capacity but solely as trustee (the "Trustee"), MACROMARKETS LLC, not in its individual capacity but solely as administrative agent (in such capacity, the "Administrative Agent"), and MACRO FINANCIAL, LLC, as marketing agent (in such capacity, the "Marketing Agent").
Exhibit 4.8 FORM OF NYMEX SUBLICENSE AGREEMENT THIS SUBLICENSE AGREEMENT (the "Sublicense Agreement") is entered into this [ ] day of [ ], 2006 ("Effective Date"), by and among MACROMARKETS LLC, a Delaware limited liability company ("Sublicensor"),...Sublicense Agreement • August 11th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
TRUST AGREEMENTTrust Agreement • November 1st, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
EXHIBIT 4.8 REFERENCE PRICE SUBLICENSING AGREEMENT THIS SUBLICENSE AGREEMENT (the "Sublicense Agreement") is entered into as of November 22, 2006 ("Effective Date"), by and among MACROMARKETS LLC, a Delaware limited liability company ("Sublicensor"),...Sublicense Agreement • November 27th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
EXHIBIT 4.8 REFERENCE PRICE SUBLICENSING AGREEMENT THIS SUBLICENSE AGREEMENT (the "Sublicense Agreement") is entered into as of November 22, 2006 ("Effective Date"), by and among MACROMARKETS LLC, a Delaware limited liability company ("Sublicensor"),...Sublicense Agreement • November 27th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
SUMMARYMacroshares Oil Participants Agreement • June 19th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities • New York
18383G103 --------- [CUSIP Number of the Securities]Issuer Letter of Representations • November 27th, 2006 • MACRO Securities Depositor, LLC • Asset-backed securities
