Exhibit 4.5
Form of Income Distribution Agreement
CONFIRMATION
From: MACRO Securities Depositor, LLC
Claymore MACROshares Oil Up Holding Trust
To: MACRO Securities Depositor, LLC
Claymore MACROshares Oil Down Holding Trust
Date: September ___, 2006
Re: Income Distribution Agreement
_______________________________________________________________________________
Ladies and Gentlemen:
This letter agreement (this "Confirmation") is intended to confirm the
terms and conditions of the transaction (the "Transaction") entered into
between us on the Trade Date set forth below.
1. The definitions and provisions contained in the 2000 ISDA Definitions
(the "Definitions"), as published by the International Swaps and Derivatives
Association, Inc., are incorporated into this Confirmation. Any capitalized
terms used but not defined herein or in the Definitions shall have the meanings
set forth in the Down-MACRO Holding Trust Agreement (the "Down-MACRO Holding
Trust Agreement") or the Up-MACRO Holding Trust Agreement (the "Up-MACRO
Holding Trust Agreement"), each dated as of August ___, 2006, among MACRO
Securities Depositor, LLC, Investors Bank & Trust Company, as Trustee, and
Claymore Securities, Inc., as Administrative Agent and Marketing Agent. In the
event of any inconsistency between any such definitions and provisions and this
Confirmation, this Confirmation will govern.
This Confirmation supplements, forms a part of, and is subject to, the
ISDA Master Agreement (Multicurrency-Cross Border) dated as of September ___,
2006, as amended and supplemented from time to time (the "Agreement"), between
the Claymore MACROshares Oil Up Holding Trust (the "Up-MACRO Holding Trust")
and the Claymore MACROshares Oil Down Holding Trust (the "Down-MACRO Holding
Trust"). All provisions contained in the Agreement shall govern this
Confirmation except as expressly modified below. In the event of any
inconsistency between the provisions of the Agreement and this Confirmation,
this Confirmation will prevail for the purposes of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Trade Date: ______, 200_
Effective Date: ______, 200_
Termination Date: The earlier of (i) ______, 2026,
which is the Final Scheduled
Termination Date, and (ii) an Early
Termination Date (as used herein
having the meaning set forth in the
Up-MACRO Holding Trust Agreement and
the Down-MACRO Holding Trust
Agreement).
Distribution Dates: The 25th day of each March,
June, September and December, during
the Term of this Transaction,
subject to adjustment in accordance
with the Following Business Day
Convention.
Distribution Payment Dates: The first day of each April, July,
October and January, subject to
adjustment in accordance with the
Following Business Day Convention.
Income Distribution Payments and
Income Distribution Payment Payer: With respect to any Distribution
Date, if the sum of the Down-MACRO
Earned Income Accruals for each day
of the preceding Calculation Period
is less than the sum of the
Down-MACRO Available Income Accruals
for each day of the preceding
Calculation Period, the Down-MACRO
Holding Trust will pay the
Down-MACRO Income Distribution
Payment to the Up-MACRO Holding
Trust on such Distribution Date. If
the sum of the Up-MACRO Earned
Income Accruals for each day of the
preceding Calculation Period is less
than the sum of the Up-MACRO
Available Income Accruals for each
day of the preceding Calculation
Period, the Up-MACRO Holding Trust
will pay the Up-MACRO Income
Distribution Payment to the
Down-MACRO Holding Trust on such
Distribution Date.
Down-MACRO
Income Distribution Payment: With respect to any Distribution
Date, an amount equal to the
positive difference, if any, between
the sum of the Down-MACRO Available
Income Accruals for each day of the
preceding Calculation Period and the
sum of the Down-MACRO Earned Income
Accruals for each day of the
preceding Calculation Period.
Up-MACRO
Income Distribution Payment: With respect to any Distribution
Date, an amount equal to the
positive difference, if any, between
the sum of the Up-MACRO Available
Income Accruals for each day of the
preceding Calculation Period and the
sum of the Up-MACRO Earned Income
Accruals for each day of the
preceding Calculation Period.
Available Income Accrual
and Earned Income Accrual: With respect to any Distribution
Date, the Up-MACRO Available Income
Accrual and Down-MACRO Available
Income Accrual, and the Up-MACRO
Earned Income Accrual and Down-MACRO
Earned Income Accrual, have the
respective meanings in the Up-MACRO
Holding Trust Agreement and the
Down-MACRO Holding Trust Agreement.
Starting Level: USD ______.
Ending Level: With respect to any Price
Determination Day, the Applicable
Reference Price of Crude Oil on such
Price Determination Day.
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Applicable Reference
Price of Crude Oil: Has the meaning set forth in the
Up-MACRO Holding Trust Agreement and
the Down-MACRO Holding Trust Agreement.
Price Determination Day: Has the meaning set forth in the
Up-MACRO Holding Trust Agreement and
the Down-MACRO Holding Trust Agreement.
Business Day: New York
Calculation Agent: The Administrative Agent
Early Termination:
-----------------
With respect to any Early Termination Date (as defined in the Down-MACRO
Holding Trust Agreement and the Up-MACRO Holding Trust Agreement), the
Settlement Amount due in respect of this Transaction shall be equal to the
Up-MACRO Income Distribution Payment or Down-MACRO Income Distribution Payment,
as applicable, determined in respect of such Early Termination Date by the
Calculation Agent in accordance with the terms of this Confirmation.
3. Account Details:
Account(s) for payments to Up-MACRO Holding Trust:
Account(s) for payments to Down-MACRO Holding Trust:
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Please confirm that the foregoing correctly sets forth the terms of
our agreement by executing the copy of this Confirmation enclosed for that
purpose and returning it to us.
Yours sincerely,
CLAYMORE MACROSHARES OIL UP
HOLDING TRUST
By: Investors Bank & Trust
Company, not in its individual
capacity but solely as
Up-MACRO Holding Trustee
By:
-----------------------------
Name:
Title:
Confirmed as of the
date first above written:
CLAYMORE MACROSHARES OIL DOWN HOLDING TRUST
By: Investors Bank & Trust Company,
not in its individual capacity but solely as
Down-MACRO Holding Trustee
By:
--------------------------------------
Name:
Title:
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