Exhibit 99.3.2
TRUST AGREEMENT
This Trust Agreement, dated as of November 15, 2006 (the "Agreement"),
is between MACRO SECURITIES DEPOSITOR, LLC, a Delaware limited liability
company, as depositor (in such capacity, the "Depositor") and INVESTORS BANK &
TRUST COMPANY, a Massachusetts trust company, not in its individual capacity
but solely as trustee (the "Trustee").
In consideration of the mutual agreements herein contained, and of
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1. Creation; Governing Law. There is hereby formed a trust (the
"Trust") to be known as the "Claymore MACROshares Oil Down Tradeable Trust," in
which name the Trustee may engage in the activities of the Trust, make and
execute contracts and other instruments on behalf of the Trust, and xxx and be
sued. The Trust is formed under the laws of the State of New York and shall be
construed in accordance with such law. The parties hereto intend that this
Agreement shall constitute the governing instrument of the Trust. Effective as
of the date hereof, the Trustee shall have all rights, powers and authority set
forth herein and under the laws of the State of New York with respect to
accomplishing the purposes of the Trust. The Trustee is authorized to take such
actions on behalf of the Trust as the Depositor may direct in writing from time
to time. In addition, the Trustee is hereby authorized, instructed and
empowered to enter into the Participants Agreement, the MACRO Licensing
Agreement, the NYMEX Sublicensing Agreement and any other agreement relating to
the powers and purposes of the Trust.
2. Trust Assets. Each of the Depositor and Claymore Securities, Inc.
hereby assigns, transfers, conveys and otherwise sets over to the Trustee, and
the Trustee hereby acknowledges receipt of, immediately available funds in the
amount of $500.00, for a total initial deposit of $1,000.00 (the "Initial
Deposit"), in exchange for which the Trust will issue 1,000 founders' shares
with a par value of $1 per share, which shall constitute the initial capital of
the Trust, and of which 500 shall be issued to the Depositor and 500 shall be
issued to Claymore Securities, Inc. The Initial Deposit shall be held in trust
for the Depositor and Claymore Securities, Inc.
3. Indemnification of Trustee. The Trustee and its directors,
shareholders, officers, employees, agents and affiliates shall be indemnified
and held harmless by the Depositor with respect to any loss, liability, claim,
damage or expense incurred by the Trustee arising out of or in connection with
the acceptance or performance by the Trustee of the trusts and duties contained
in this Agreement; provided, however, that the Trustee shall not be indemnified
or held harmless as to any such loss, liability, claim, damage or expense
incurred by reason of its gross negligence, bad faith or willful misconduct.
4. Resignation or Removal of Trustee. The Trustee may resign by giving
written notice to the Depositor; provided, that a successor trustee
satisfactory to the Depositor has been appointed.
5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed and delivered shall be deemed to be an
original, but all of which counterparts shall together constitute but one and
the same instrument.
6. Third Party Beneficiaries. The Depositor and Claymore Securities,
Inc. will be the initial third party beneficiaries of the Trust in equal
shares.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers as of the day and year first
above written.
MACRO SECURITIES DEPOSITOR, LLC
as Depositor
By /S/ Xxxxxx Xxxxxxx, III
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Name: Xxxxxx Xxxxxxx, III
Title: Chief Executive Officer
By /S/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Chief Financial Officer
INVESTORS BANK & TRUST COMPANY,
not in its individual capacity but
solely as Trustee
By /S/ Xxxxxxx XxXxxxx
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Name: Xxxxxxx XxXxxxx
Title: Managing Director
