From: MacroShares Medical Inflation Up Trust Series 2008-1 To: MacroShares Medical Inflation Down Trust Series 2008-1 Date: [ ], 2008 Re: Income Distribution Agreement
EXHIBIT
4.5
CONFIRMATION
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From:
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MacroShares
Medical Inflation Up Trust Series
2008-1
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To:
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MacroShares
Medical Inflation Down Trust Series
2008-1
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Date:
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[
], 2008
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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:
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Trade
Date:
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[
], 2008
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Effective
Date:
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[
], 2008
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Termination
Date:
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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).
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Distribution
Dates:
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The
second Business Day preceding each Record
Date.
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Distribution
Payment Dates:
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The
third Business Day of the month immediately following the month in
which
the related Distribution Date occurred.
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Record
Dates:
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The
last Business Day of each March, June, September and December of
each
year, commencing in
[
] of 2008.
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Income
Distribution Payments and
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Income
Distribution Payment Payer:
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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.
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Down
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Income
Distribution Payment:
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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.
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Up
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Income
Distribution Payment:
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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.
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Available
Income and
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Earned
Income Accrual:
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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.
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Compounded
Hurdle Rate:
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The
Compounded Hurdle Rate will be as specified in the Up Trust Agreement
and
the Down Trust Agreement.
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Medical
Inflation Ratio:
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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.
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Applicable
Reference
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Has
the meaning set forth in the Up Trust Agreement and the
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Value
of Medical Inflation:
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Down
Trust Agreement.
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Calculation
Period:
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Has
the meaning set forth in the Up Trust Agreement and the Down Trust
Agreement.
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Business
Day:
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New
York
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2
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Calculation
Agent:
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The
Administrative Agent
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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).
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3.
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Tax
Treatment.
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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.
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4.
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Account
Details:
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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:
President
4