Delegation of Duties by Marketing Agent; Assignment of Fees. In the ordinary course of business, the Marketing Agent may at any time delegate any duties hereunder to any Person who agrees to conduct such duties in accordance with this Trust Agreement. Any such delegations shall not relieve the Marketing Agent of its liability and responsibility with respect to such duties and shall not constitute a resignation, and the Marketing Agent will remain jointly and severally liable with such Person for any amounts which would otherwise be payable pursuant to this Article 10 as if the Marketing Agent had performed such duty; provided, however, that in the case of any significant delegation to a Person other than an Affiliate of the Marketing Agent, (1) at least thirty (30) days' prior written notice shall be given to the Trustee and the Depositor of such delegation to any entity that is not an Affiliate of the Marketing Agent and (2) the prior written consent of the Depositor must be obtained. Furthermore, any delegation of duties by the Marketing Agent with respect to the Up-MACRO Holding Trust shall be accompanied by the delegation of such similar duties to the same entity with respect to the Down-MACRO Holding Trust, unless the prior written consent of the Depositor is obtained. Notwithstanding anything herein to the contrary, the Marketing Agent shall not assign any of its duties and responsibilities as a Marketing Agent; provided, that, the Marketing Agent shall be entitled to assign or pledge its right to receive its fee hereunder to any third party.
