EXHIBIT
      4.5


    Income
      Distribution Agreement

    


    CONFIRMATION

    


    
      	
              From:
                

            	
              MacroShares
                Medical Inflation Up Trust Series
                2008-1

            


    

    


    
      	
              To:

            	
              MacroShares
                Medical Inflation Down Trust Series
                2008-1

            


    

    

      
        	
                Date:

              	
                [               
                  ], 2008

              


      

    

     

    
      	
              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
      MacroShares Medical Inflation Down Trust Series 2008-1 Trust Agreement (the
      "Down
      Trust Agreement")
      or the
      MacroShares Medical Inflation Up Trust Series 2008-1 Trust Agreement (the
      "Up
      Trust Agreement"),
      each
      dated as of [],
      2008,
      each among Macro Inflation Depositor, LLC, as Depositor, State Street Bank
      and
      Trust Company, as Trustee, MacroMarkets LLC, as Administrative Agent, Natixis
      Securities North America Inc., as a Marketing Agent and MACRO Financial, LLC,
      as
      a 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 [ ],
      2008,
      as amended and supplemented from time to time (the "Agreement"),
      between the MacroShares Medical Inflation Up Trust Series 2008-1 (the
      "Up
      Trust")
      and
      the MacroShares Medical Inflation Down Trust Series 2008-1 (the "Down
      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:

            	
              [               
                ], 2008

            


    

     

    
      	
              Effective
                Date:

            	
              [               
                ], 2008

            


    

    
       

      
        	
                Termination
                  Date:

              	
                The
                  earlier of (i) the Distribution Payment Date occurring in
                  [               
                  ], 2018, which follows the Final Scheduled Termination Date, and
                  (ii) the
                  Distribution Payment Date following an Early Termination Date (as
                  used
                  herein having the meaning set forth in the Up Trust Agreement and
                  the Down
                  Trust Agreement).

              


      

    

     

    
      	
              Distribution
                Dates:

            	
              The
                second Business Day preceding each Record
                Date.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Distribution
                Payment Dates:

            	
              The
                third Business Day of the month immediately following the month in
                which
                the related Distribution Date occurred.


            


    

    
       

      
        	
                Record
                  Dates:

              	
                The
                  last Business Day of each March, June, September and December of
                  each
                  year, commencing in
                  [               
                  ] of 2008.

              


      

    

     

    Income
      Distribution Payments and 

    
      	
              Income
                Distribution Payment Payer:

            	
              With
                respect to any Distribution Date, if the Down Earned Income Accrual
                for
                the preceding Calculation Period is less than the Down Available
                Income
                for such Calculation Period, the Down Trust will pay the Down Income
                Distribution Payment to the Up Trust on the related Distribution
                Payment
                Date. If the Up Earned Income Accrual for the preceding Calculation
                Period
                is less than the Up Available Income for such Calculation Period,
                the Up
                Trust will pay the Up Income Distribution Payment to the Down Trust
                on the
                related Distribution Payment Date.

            


    

    


    Down

    
      	
              Income
                Distribution Payment:

            	
              With
                respect to any Distribution Date, an amount equal to the positive
                difference between the Down Available Income for the preceding Calculation
                Period and the Down Earned Income Accrual for the preceding Calculation
                Period.

            


    

    


    Up
      

    
      	
              Income
                Distribution Payment:

            	
              With
                respect to any Distribution Date, an amount equal to the positive
                difference between the Up Available Income for the preceding Calculation
                Period and the Up Earned Income Accrual for the preceding Calculation
                Period.

            


    

    


    Available
      Income and 

    
      	
              Earned
                Income Accrual:

            	
              With
                respect to any Calculation Period, the Up Available Income and Down
                Available Income, and the Up Earned Income Accrual and Down Earned
                Income
                Accrual, have the respective meanings in the Up Trust Agreement and
                the
                Down Trust Agreement.

            


    

     

    
      	
              Compounded
                Hurdle Rate:

            	
              The
                Compounded Hurdle Rate will be as specified in the Up Trust Agreement
                and
                the Down Trust Agreement.

            


    

     

    
      	
              Medical
                Inflation Ratio:

            	
              With
                respect to any calendar day, the ratio between the Applicable Reference
                Value of Medical Inflation on such day and the Applicable Reference
                Value
                of Medical Inflation on the Closing
                Date.

            


    

     

    
      	
              Applicable
                Reference 

            	
              Has
                the meaning set forth in the Up Trust Agreement and the
                

            


    

    
      	
              Value
                of Medical Inflation:

            	
              Down
                Trust Agreement.

            


    

     

    
      	
              Calculation
                Period:

            	
              Has
                the meaning set forth in the Up Trust Agreement and the Down Trust
                Agreement.

            


    

     

    
      	
              Business
                Day:

            	
              New
                York

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              Calculation
                Agent:

            	
              The
                Administrative Agent

            


    

     

    Early
      Termination:

     

    With
      respect to any Early Termination Date (as defined in the Down Trust Agreement
      and the Up Trust Agreement), no payment (other than payments already due and
      paid). 

     

    
      	
              3.

            	
              Tax
                Treatment.

            


    

     

    The
      parties hereto intend to treat this Confirmation, as governed by the Agreement,
      as a notional principal contract (within the meaning of Treas. Reg. Section
      1.446-3) for U.S. federal, state, and local income tax purposes.

     

    
      	
              4.

            	
              Account
                Details:

            


    

     

    Account(s)
      for payments to Up Trust:

     

    


     

    


     

    Account(s)
      for payments to Down Trust:

     

    


     

    


     

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    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,

    


    MACROSHARES
      MEDICAL INFLATION UP TRUST SERIES 2008-1

    


    By:
      State
      Street Bank and Trust Company,

    not
      in
      its individual capacity but solely as 

    Up
      Trustee

    


    


    By: 
      /S/                                                  


    Name:
      

    Title:
      

    


    Confirmed
      as of the

    date
      first above written:

    


    MACROSHARES
      MEDICAL INFLATION DOWN TRUST SERIES 2008-1

    


    By:
      State
      Street Bank and Trust Company,

    not
      in
      its individual capacity but solely as 

    Down
      Trustee

    


    


    By: 
      /S/
      Michael F.
      Rogers                        


    Name:
      Michael F. Rogers

    Title:
      President

     

    
      
         

      

      
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