EXHIBIT
      4.6

    
       

      Form
        of
        Settlement Contract



    CONFIRMATION

    

      
        	
                From:
                  

              	
                MacroShares
                  Medical Inflation Up Trust Series 2008-1 

              
	
                To:

              	
                MacroShares
                  Medical Inflation Down Trust Series 2008-1

              
	
                Date:

              	
                [  
                  ], 2008

              
	
                Re:

              	
                Settlement
                  Contracts

              


      

    

    
      
        

      

       

    

    Ladies
      and Gentlemen:

    


    This
      communication (this "Master
      Confirmation")
      is
      intended to supplement the terms and conditions of the futures transactions
      entered into between us from time to time as set forth below (each a
      "Settlement
      Contract").
      Each
      Settlement Contract shall be a "Transaction"
      under
      the Agreement described 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 Master Confirmation. Any capitalized terms used but
      not
      defined herein, in any Supplemental Confirmation (as described below) or in
      the
      Definitions shall have the meanings set forth in the Amended and Restated
      MacroShares Medical Inflation Up Trust Series 2008-1 Trust Agreement (the
      "Up
      Trust Agreement")
      or the
      MacroShares Medical Inflation Down Trust Series 2008-1 Trust Agreement (the
      "Down
      Trust Agreement"),
      each
      dated as of [],
      2008,
      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.

     

    This
      Master Confirmation, taken alone, is neither a commitment by either party to
      enter into any Transaction nor evidence of a Transaction. The terms of any
      particular Transaction shall be set forth in a Supplemental Confirmation in
      the
      form of Schedule A hereto and which references this Master Confirmation, in
      which event the terms and provisions of this Master Confirmation shall be deemed
      to be incorporated into and made a part of each such Supplemental Confirmation.
      This Master Confirmation and each Supplemental Confirmation together shall
      constitute a separate "Confirmation"
      as
      referred to in the Agreement. Any such Confirmation shall supplement, form
      a
      part of, and be 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 Master Confirmation
      and
      the related Supplemental Confirmation relating to a Settlement Contract except
      as expressly modified below or in the related Supplemental Confirmation. With
      respect to any relevant Settlement Contract, the Agreement, this Master
      Confirmation and the related Supplemental Confirmation shall represent the
      entire agreement and understanding of the parties with respect to the subject
      matter and terms of such Settlement Contract and shall supersede all prior
      or
      contemporaneous written or oral communications with respect
      thereto.

     

    If,
      in
      relation to any Settlement Contract to which this Master Confirmation and a
      related Supplemental Confirmation relate, there is any inconsistency between
      the
      Agreement, this Master Confirmation, such Supplemental Confirmation and the
      Definitions that are incorporated into this Master Confirmation, the following
      will prevail for purposes of such Settlement Contract in the order of precedence
      indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation;
      (iii) the Definitions and (iv) the Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.  General
      Terms:

    
      	 	 
	
              Trade
                Date:

            	
              For
                each Settlement Contract, as set forth in the related Supplemental
                Confirmation.

            
	 	 
	
              Settlement
                Payment Date:

            	
              For
                each Settlement Contract, (i) the Distribution Payment Date that
                follows
                the Final Scheduled Termination Date, (ii) the Distribution Payment
                Date
                that follows an Early Termination Date and (iii) a Redemption Date.
                A
                Settlement Payment Date shall occur upon the redemption of Up MacroShares
                and Down MacroShares for the same number of individual Settlement
                Contracts as (i) in the case of an Early Termination Date or the
                Final
                Scheduled Termination Date, the number of all outstanding MacroShares
                Units representing
                all Up MacroShares and Down MacroShares that are outstanding and
                (ii) in
                the case of a Paired Optional Redemption, the number of MacroShares
                Units
                representing the Net Par Amount Decrease in the Aggregate Par Amount
                that
                is being redeemed. For the avoidance of doubt, each Settlement Contract
                shall have only one Settlement Payment Date, and following such Settlement
                Payment Date neither party shall have any obligations other than
                with
                respect to the Up Settlement Payment or Down Settlement Payment owed
                by
                it.

            
	 	 
	
              Settlement
                Payment Payer:

            	
              If
                the Medical Inflation Ratio on the calendar day preceding (i) the
                Final
                Scheduled Termination Date, (ii) the Early Termination Date and (ii)
                on
                the Redemption Order Date related to a Redemption Date for a Paired
                Optional Redemption (the dates specified in (i), (ii) and (iii) above,
                each a "Relevant Measurement Date" for the Settlement Contract) is
                above
                the Compounded Hurdle Rate,
                the Down Trust will pay the Down Settlement Payment to the Up Trust
                on the
                relevant Settlement Payment Date. If the Medical Inflation Ratio
                as of the
                Relevant Measurement Date (as described in the preceding sentence)
                is
                below the Compounded Hurdle Rate, the Up Trust will pay the Up Settlement
                Payment to the Down Trust on the relevant Settlement Payment
                Date.

            
	 	 
	 	
              If
                the Settlement Payment Date for any Settlement Contract is not a
                Distribution Date, the Down Trust or the Up Trust, as applicable,
                may
                deliver Treasuries or a combination of cash and Treasuries, in each
                case
                with a Value equal to the Down Settlement Payment or Up Settlement
                Payment, as applicable, owed on such date.

            
	 	 
	
              Up-MACRO
                

            	 
	
              Settlement
                Payment:

            	
              With
                respect to any Settlement Payment Date, for each Settlement Contract
                settled on that date, an amount equal to: (a) if the Up Underlying
                Value
                on the Relevant Measurement Date is greater than or equal to the
                Up Asset
                Amount on such date, zero; and (b) if the Up Underlying Value on
                the
                Relevant Measurement Date is less than the Up Asset Amount on such
                date,
                an amount equal to (i) the excess of such Up Asset Amount over such
                Up
                Underlying Value divided by (ii) the number of outstanding Settlement
                Contracts immediately prior to such Settlement Payment
                Date.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	 	 
	
              Down-MACRO
                

            	 
	
              Settlement
                Payment:

            	
              With
                respect to any Settlement Payment Date, for each Settlement Contract
                settled on that date, an amount equal to: (a) if the Down Underlying
                Value
                on the
                Relevant Measurement Date is greater than or equal to the Down Asset
                Amount on such date, zero; and (b) if the Down Underlying Value on
                the
                Relevant Measurement Date is less than the Down Asset Amount on such
                date,
                an amount equal to (i) the excess of such Down Asset Amount over
                such Down
                Underlying Value divided by (ii) the number of outstanding Settlement
                Contracts immediately prior to such Settlement Payment
                Date.

            
	 	 
	
              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 calendar 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 Down
                Trust Agreement.

            
	
              Value
                of Medical Inflation:

            	
            
	 	 
	
              Calculation
                Agent:

            	
              The
                Trustee

            


    

    


    3.   Tax
      Treatment.

    


    The
      parties hereto intend to treat each Confirmation, as governed by this Master
      Confirmation and the Agreement, as a separate forward contract 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/                    


    Name:
      

    Title:
      

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    

      
        	
                From:
                  

              	
                MacroShares
                  Medical Inflation Up Trust Series
                  2008-1

              


      

      


      
        	
                To:

              	
                MacroShares
                  Medical Inflation Down Trust Series 2008-1


              


      

      


      
        	
                Date:

              	
                [                            
                  ]

              


      

      


      
        	
                Re:

              	
                Settlement
                  Contracts

              


      

      


      Ladies
        and Gentlemen:

      


      The
        purpose of this Supplemental Confirmation is to confirm the terms and conditions
        of the Settlement Contracts entered into between us on the Trade Date set
        forth
        below. This Supplemental Confirmation is a binding contract between us as
        of the
        relevant Trade Date for the Settlement Contracts referenced below.

       

      The
        definitions and provisions contained in the Master Confirmation specified
        below
        are incorporated into this Supplemental Confirmation. In the event of any
        inconsistency between those definitions and provisions and this Supplemental
        Confirmation, this Supplemental Confirmation will govern.

       

      This
        Supplemental Confirmation supplements, forms part of, and is subject to the
        Master Confirmation dated as of [ ], 2008 (the "Master
        Confirmation")
        between us, as amended and supplemented from time to time. All provisions
        contained in the Master Confirmation govern this Supplemental Confirmation
        except as expressly modified below, including, without limitation, all
        representations and covenants, which are deemed to be repeated by each party
        hereto on the date hereof.

       

      General
        Terms:

      


      
        	
                Trade
                  Date:

              	
                _________
                  __, 20__

              


      

      


      Number
        of
        corresponding

      
        	
                MacroShares
                  Units:

              	
                __________

              


      

      


      Number
        of

      
        	
                Settlement
                  Contracts:

              	
                __________

              


      

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      


      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:
        ____________________________

      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:
        ____________________________

      Name:

      Title:

       

      
        
           

        

        
          6