Common use of Payments and Distributions Clause in Contracts

Payments and Distributions. At the written direction of the Administrator, the Trustee will from time to time make distributions or transfers from the Trust as specified in such written directions, including distributions for the payment of reasonable Plan expenses. The Trustee will have no liability for making any distribution or transfer directed by the Administrator and will be under no duty to inquire whether directions from the Administrator conform to Plan provisions, the Code, ERISA or regulations promulgated thereunder. The Administrator will furnish to the Trustee all information necessary to enable the Trustee to withhold from each distribution the amount necessary to pay Federal and state income taxes due. If the Administrator fails to provide adequate tax withholding information, the Trustee will have no obligation to withhold any amount to cover the payment of such taxes. However, the Trustee may, in its sole discretion, and to the extent required under applicable law, withhold from any distribution to any payee such sum as the Trustee may reasonably estimate is necessary to cover required Federal and state taxes which are, or may be, assessed with regard to the amount distributable to such payee. Upon the discharge or settlement of such tax liability the Trustee will pay the balance of such sum, if any, to such payee. If the Administrator directs that any payment or payments be made or discontinued contingent upon future events, it will be the responsibility of the Administrator to notify the Trustee in writing that such event has occurred, that such payments should be made or discontinued, and that any payments made by the Trustee prior to the date of such notification will, as to the Trustee, be proper payments. Payments by the Trustee will be delivered or mailed to addresses supplied by the Administrator, or if the Administrator does not provide an address, to the recipient in care of the Administrator. The Trustee’s obligation to make such payments will be satisfied upon such delivery or mailing. The Trustee will have no obligation to determine the identity of persons entitled to benefits or their mailing addresses. If the payment made to a participant or beneficiary is returned to the Trustee, or if the payment is not perfected within such time limits as the Trustee in its sole discretion may determine from time to time, the Trustee will inform the Administrator or its authorized agent acting on its behalf. It will be the responsibility of the Administrator or such authorized agent acting on its behalf to instruct the Trustee on the proper disposition of the payment under the terms of the Plan, and the Trustee will have no obligation to take any further action with respect to such payment absent such instructions.

Payments and Distributions. At Distributions to each Unitholder from the written direction Income Account are computed as of the Administratorclose of business on each Record Date for the following Distribution Date. Distributions from the Principal Account of the Trust (other than amounts representing failed contracts, as discussed in Section 3.3.(b)) will be computed as of each Record Date, and will be made to the Unitholders of the Trust on or shortly after the next Distribution Date. Proceeds representing principal received from the disposition of any of the Securities between a Record Date and a Distribution Date which are not used for redemptions of Units will be held in the Principal Account and not distributed until the second succeeding Distribution Date or such later time as hereinafter provided. If a Unitholder is participating in a Reinvestment Plan, distributions to such Unitholder shall be applied by the Trustee to purchase Units from the Depositor at the applicable reinvestment price on the Distribution Date. Persons who purchase Units between a Record Date and a Distribution Date will receive their first distribution on the second Distribution Date after such purchase. As of each Record Date the Trustee shall: (a) deduct from time the Income Account of the Trust, and, to time make distributions the extent funds are not sufficient therein, from the Principal Account of the Trust, amounts necessary to pay any unpaid expenses of the Trust, including registration charges, Blue Sky fees, printing costs, attorneys’ fees, auditing costs and other miscellaneous out-of-pocket expenses, as certified by the Depositor, incurred in keeping the registration of the Units and the Trust on a current basis pursuant to Section 9.4, provided, however, that no portion of such amount shall be deducted or transfers paid unless the payment thereof from the Trust as specified in such written directions, including distributions for the payment of reasonable Plan expenses. The Trustee will have no liability for making any distribution or transfer directed by the Administrator and will be under no duty to inquire whether directions is at that time lawful; (b) deduct from the Administrator conform to Plan provisionsIncome Account or, the Code, ERISA or regulations promulgated thereunder. The Administrator will furnish to the Trustee all information necessary to enable the Trustee to withhold from each distribution the amount necessary to pay Federal and state income taxes due. If the Administrator fails to provide adequate tax withholding information, the Trustee will have no obligation to withhold any amount to cover the payment of such taxes. However, the Trustee may, in its sole discretion, and to the extent required under applicable lawfunds are not available in such Account, withhold from any distribution the Principal Account, and pay to any payee such sum as itself individually the Trustee may reasonably estimate amounts that it is necessary at the time entitled to cover required Federal and state taxes which are, receive pursuant to Section 6.4 or may be, assessed with regard otherwise pursuant to the provisions hereof; (c) deduct from the Income Account, or, to the extent funds are not available in such Account, from the Principal Account, and pay an amount distributable equal to such payee. Upon the discharge or settlement of such tax liability the Trustee will pay the balance of such sumunpaid fees and expenses, if any, of counsel pursuant to Section 3.9 as certified to it by the Depositor; and The Trustee also may withdraw from said accounts such amounts, if any, as it deems necessary to establish a reserve for any applicable taxes or other governmental charges that may be payable out of the Trust. Amounts so withdrawn shall not be considered a part of such Trust’s assets until such time as the Trustee shall return all or any part of such amounts to the appropriate accounts. In addition, the Trustee may withdraw from the Income and Principal Accounts such amounts as may be necessary to cover redemptions of Units by the Trustee. The Principal Account shall be reimbursed for any amount withdrawn from the Principal Account under this Indenture in order to satisfy obligations which, pursuant to the terms hereof, are first to be paid out of the Income Account to the extent funds are available therein, when sufficient funds are not available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefor at that time when sufficient funds are next available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefrom at that time. On each Distribution Date or within a reasonable period of time thereafter, the Trustee shall distribute by mail to each Unitholder of record at the close of business on the preceding Record Date, at the post office address appearing on the registration books of the Trustee (or, if a Clearing Agency as defined in Section 5.4 is the registered Unitholder, the Trustee shall make distributions to such payee. If the Administrator directs that any payment or payments be made or discontinued contingent upon future eventsClearing Agency in accordance with its applicable procedures), it will be the responsibility such holder’s pro rata share of the Administrator balance in the Income Account calculated as set forth in the next paragraph, plus such holder’s pro rata share of the distributable cash balance of the Principal Account, as of the preceding Record Date; provided, however, the Depositor is authorized to notify direct that funds credited to the Principal Account in the event of the failure of consummation of a contract to purchase Securities pursuant to Section 2.1 hereof, funds representing the proceeds of the sale of Securities pursuant to Section 3.8 or 3.10 hereof, and funds representing the proceeds of the sale of Securities under Section 5.2, 6.4 or this Section 3.5 in excess of the aggregate of (i) the amounts needed for the purposes of said Sections and (ii) such amount as the Depositor has informed the Trustee in writing that is to be used to purchase securities pursuant to Section 3.7 hereof, shall not be distributed until the following Distribution Date or at such event has occurred, that such payments should earlier date as shall be made or discontinued, and that any payments made determined by the Trustee prior to the date of such notification will, as to the Trustee, be proper payments. Payments by the Trustee will be delivered or mailed to addresses supplied by the Administrator, or if the Administrator does not provide an address, to the recipient in care of the Administrator. The Trustee’s obligation to make such payments will be satisfied upon such delivery or mailing. The Trustee will shall not be required to make a distribution from the Principal or Income Account unless the cash balance on deposit therein available for distribution shall be sufficient to distribute at least $1.00 per Unit in the case of Units initially offered at approximately $1,000, or a proportionately lower amount in the case of Units initially offered at less than $1,000 (e.g., .001 per Unit in the case of Units initially offered at approximately $1.00). The Trustee shall compute the amount of the Distribution from the Income Account (i) by subtracting from the cash balance of the Income Account computed as of the close of business on such Record Date (a) any unpaid fees and expenses then deductible pursuant to the foregoing provisions of Section 3.5 and (b) the Trustee’s estimate of other expenses chargeable to the Income Account pursuant to the Indenture which have no obligation accrued as of such Record Date, or are otherwise properly attributable to determine the identity period to which such Income Distribution relates and (ii) by dividing the result of persons such calculation by the number of Units outstanding on the applicable Record Date. The amounts to be so distributed to each Unitholder of the Trust of record as of each Record Date shall be that pro rata share of the cash balance as of such Record Date of the Income and Principal Accounts of the Trust, computed as set forth above, as shall be represented by a notation of the Units owned by such Unitholder on the registration or other record books of the Trustee. In the computation of each such share, fractions of less than one cent shall be omitted. After any such distribution provided for above, any cash balance remaining in the Income Account or the Principal Account shall be held in the same manner as other amounts subsequently deposited in each of such Accounts, respectively. For the purpose of distribution as herein provided, the holders of record on the registration books of the Trustee at the close of business on each Record Date shall be conclusively entitled to benefits or their mailing addressessuch distribution, and no liability shall attach to the Trustee by reason of payment to any such registered Unitholder of record. If Nothing herein shall be construed to prevent the payment made to a participant or beneficiary is returned to of amounts from the Trustee, or if the payment is not perfected within such time limits as the Trustee in its sole discretion may determine from time to time, the Trustee will inform the Administrator or its authorized agent acting on its behalf. It will be the responsibility of the Administrator or such authorized agent acting on its behalf to instruct the Trustee on the proper disposition of the payment under the terms of the Plan, Income Account and the Trustee will have no obligation Principal Account to take any further action with respect to individual Unitholders by means of one check, draft or other proper instrument, provided that the appropriate statement of such payment absent such instructionsdistribution shall be furnished therein as provided in Section 3.6 hereof.

Payments and Distributions. At Distributions to each Unitholder from the written direction Income Account are computed as of the Administratorclose of business on each Record Date for the following Distribution Date. Distributions from the Principal Account of the Trust (other than amounts representing failed contracts, as discussed in Section 3.3.(b)) will be computed as of each Record Date, and will be made to the Unitholders of the Trust on or shortly after the next Distribution Date. Proceeds representing principal received from the disposition of any of the Securities between a Record Date and a Distribution Date which are not used for redemptions of Units will be held in the Principal Account and not distributed until the second succeeding Distribution Date or such later time as hereinafter provided. If a Unitholder is participating in a Reinvestment Plan, distributions to such Unitholder shall be applied by the Trustee to purchase Units from the Depositors at the applicable reinvestment price on the Distribution Date. Persons who purchase Units between a Record Date and a Distribution Date will receive their first distribution on the second Distribution Date after such purchase. As of each Record Date the Trustee shall: (a) deduct from time the Income Account of the Trust, and, to time make distributions the extent funds are not sufficient therein, from the Principal Account of the Trust, amounts necessary to pay any unpaid expenses of the Trust, including registration charges, Blue Sky fees, printing costs, attorneys' fees, auditing costs and other miscellaneous out-of-pocket expenses, as certified by the Depositors, incurred in keeping the registration of the Units and the Trust on a current basis pursuant to Section 9.4, provided, however, that no portion of such amount shall be deducted or transfers paid unless the payment thereof from the Trust as specified in such written directions, including distributions for the payment of reasonable Plan expenses. The Trustee will have no liability for making any distribution or transfer directed by the Administrator and will be under no duty to inquire whether directions is at that time lawful; (b) deduct from the Administrator conform to Plan provisionsIncome Account or, the Code, ERISA or regulations promulgated thereunder. The Administrator will furnish to the Trustee all information necessary to enable the Trustee to withhold from each distribution the amount necessary to pay Federal and state income taxes due. If the Administrator fails to provide adequate tax withholding information, the Trustee will have no obligation to withhold any amount to cover the payment of such taxes. However, the Trustee may, in its sole discretion, and to the extent required under applicable lawfunds are not available in such Account, withhold from any distribution the Principal Account, and pay to any payee such sum as itself individually the Trustee may reasonably estimate amounts that it is necessary at the time entitled to cover required Federal and state taxes which are, receive pursuant to Section 6.4 or may be, assessed with regard otherwise pursuant to the provisions hereof; (c) deduct from the Income Account, or, to the extent funds are not available in such Account, from the Principal Account, and pay an amount distributable equal to such payee. Upon the discharge or settlement of such tax liability the Trustee will pay the balance of such sumunpaid fees and expenses, if any, of counsel pursuant to Section 3.9 as certified to it by the Depositors; and (d) deduct from the Income Account, or, to the extent funds are not available in such payeeAccount, from the Principal Account the estimated amount that the Depositors are then entitled to receive pursuant to Section 7.4 and hold such amount without interest until such time as it is payable to the Depositors as set forth below. If On or before the Administrator directs that any payment or payments be made or discontinued contingent upon future eventsfirst Distribution Date after the conclusion of each calendar year, it will be the responsibility of the Administrator to notify the Trustee shall, upon certification in writing that such event has occurred, that such payments should be made or discontinued, and that any payments made by the Trustee prior to the date of such notification will, as satisfactory form to the Trustee, be proper payments. Payments by upon which the Trustee will be delivered or mailed to addresses supplied by the Administratormay rely, or if the Administrator does not provide an address, distribute to the recipient in care Depositors from the amount so held pursuant to the immediately preceding paragraph the amounts that the Depositors are at the time entitled to receive pursuant to Section 7.4 on account of the Administrator. The Trustee’s obligation to make such payments will be satisfied upon such delivery or mailingservices theretofore performed and expenses theretofore incurred. The Trustee will have no obligation also may withdraw from said accounts such amounts, if any, as it deems necessary to determine establish a reserve for any applicable taxes or other governmental charges that may be payable out of the identity Trust. Amounts so withdrawn shall not be considered a part of persons entitled to benefits or their mailing addresses. If the payment made to a participant or beneficiary is returned to the Trustee, or if the payment is not perfected within such Trust's assets until such time limits as the Trustee in its sole discretion may determine from time shall return all or any part of such amounts to timethe appropriate accounts. In addition, the Trustee will inform may withdraw from the Administrator or its authorized agent acting on its behalfIncome and Principal Accounts such amounts as may be necessary to cover redemptions of Units by the Trustee. It will The Principal Account shall be reimbursed for any amount withdrawn from the responsibility Principal Account under this Indenture in order to satisfy obligations which, pursuant to the terms hereof, are first to be paid out of the Administrator Income Account to the extent funds are available therein, when sufficient funds are not available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefor at that time when sufficient funds are next available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefrom at that time. On each Distribution Date or such authorized agent acting on its behalf to instruct within a reasonable period of time thereafter, the Trustee shall distribute by mail to each Unitholder of record at the close of business on the proper disposition preceding Record Date, at the post office address appearing on the registration books of the payment under Trustee (or, if a Clearing Agency is the terms registered Unitholder, the Trustee shall make distributions to such Clearing Agency in accordance with its applicable procedures), such holder's pro rata share of the Planbalance in the Income Account calculated as set forth in the next paragraph, plus such holder's pro rata share of the distributable cash balance of the Principal Account, as of the preceding Record Date; provided, however, that funds credited to the Principal Account in the event of the failure of consummation of a contract to purchase Securities pursuant to Section 2.1 hereof, funds representing the proceeds of the sale of Securities pursuant to Section 3.8 hereof, and funds representing the proceeds of the sale of Securities under Section 5.2, 6.4 or this Section 3.5 in excess of the aggregate of (i) the amounts needed for the purposes of said Sections and (ii) such amount as the Depositors have informed the Trustee will is to be used to purchase securities pursuant to Section 3.7 hereof, shall not be distributed until the following Distribution Date or at such earlier date as shall be determined by the Trustee. The Trustee shall not be required to make a distribution from the Principal or Income Account unless the cash balance on deposit therein available for distribution shall be sufficient to distribute at least $1.00 per Unit in the case of Units initially offered at approximately $1,000, or a proportionately lower amount in the case of Units initially offered at less than $1,000 (e.g., .001 per Unit in the case of Units initially offered at approximately $1.00). The Trustee shall compute the amount of the Distribution from the Income Account (i) by subtracting from the cash balance of the Income Account computed as of the close of business on such Record Date (a) any unpaid fees and expenses then deductible pursuant to the foregoing provisions of Section 3.5 and (b) the Trustee's estimate of other expenses chargeable to the Income Account pursuant to the Indenture which have no obligation accrued as of such Record Date, or are otherwise properly attributable to take the period to which such Income Distribution relates and (ii) by dividing the result of such calculation by the number of Units outstanding on the applicable Record Date. The amounts to be so distributed to each Unitholder of the Trust of record as of each Record Date shall be that pro rata share of the cash balance as of such Record Date of the Income and Principal Accounts of the Trust, computed as set forth above, as shall be represented by a notation of the Units owned by such Unitholder on the registration or other record books of the Trustee. In the computation of each such share, fractions of less than one cent shall be omitted. After any further action with respect such distribution provided for above, any cash balance remaining in the Income Account or the Principal Account shall be held in the same manner as other amounts subsequently deposited in each of such Accounts, respectively. For the purpose of distribution as herein provided, the holders of record on the registration books of the Trustee at the close of business on each Record Date shall be conclusively entitled to such distribution, and no liability shall attach to the Trustee by reason of payment absent to any such instructionsregistered Unitholder of record. Nothing herein shall be construed to prevent the payment of amounts from the Income Account and the Principal Account to individual Unitholders by means of one check, draft or other proper instrument, provided that the appropriate statement of such distribution shall be furnished therein as provided in Section 3.6 hereof.

Payments and Distributions. At Distributions to each Unitholder -------------------------- from the written direction Income Account are computed as of the Administratorclose of business on each Record Date for the following Distribution Date. Distributions from the Principal Account of the Trust (other than amounts representing failed contracts, as discussed in Section 3.3.(b)) will be computed as of each Record Date, and will be made to the Unitholders of the Trust on or shortly after the next Distribution Date. Proceeds representing principal received from the disposition of any of the Securities between a Record Date and a Distribution Date which are not used for redemptions of Units will be held in the Principal Account and not distributed until the second succeeding Distribution Date or such later time as hereinafter provided. If a Unitholder is participating in a Reinvestment Plan, distributions to such Unitholder shall be applied by the Trustee to purchase Units from the Depositors at the applicable reinvestment price on the Distribution Date. Persons who purchase Units between a Record Date and a Distribution Date will receive their first distribution on the second Distribution Date after such purchase. As of each Record Date the Trustee shall: (a) deduct from the Income Account or, to the extent funds are not available in such Account, from the Principal Account, and pay to itself individually the amounts that it is at the time entitled to time make distributions receive pursuant to Section 6.4 or transfers otherwise pursuant to the provisions hereof; (b) deduct from the Income Account of the Trust, and, to the extent funds are not sufficient therein, from the Principal Account of the Trust, amounts necessary to pay any unpaid expenses of the Trust, including registration charges, Blue Sky fees, printing costs, attorneys' fees, auditing costs and other miscellaneous out-of-pocket expenses, as certified by the Depositors, incurred in keeping the registration of the Units and the Trust on a current basis pursuant to Section 9.4, provided, however, that no portion of such amount -------- ------- shall be deducted or paid unless the payment thereof from the Trust as specified in such written directions, including distributions for the payment of reasonable Plan expenses. The Trustee will have no liability for making any distribution or transfer directed by the Administrator and will be under no duty to inquire whether directions is at that time lawful; (c) deduct from the Administrator conform to Plan provisionsIncome Account, the Codeor, ERISA or regulations promulgated thereunder. The Administrator will furnish to the Trustee all information necessary to enable the Trustee to withhold from each distribution the amount necessary to pay Federal and state income taxes due. If the Administrator fails to provide adequate tax withholding information, the Trustee will have no obligation to withhold any amount to cover the payment of such taxes. However, the Trustee may, in its sole discretion, and to the extent required under applicable lawfunds are not available in such Account, withhold from any distribution to any payee such sum as the Trustee may reasonably estimate is necessary to cover required Federal Principal Account, and state taxes which are, or may be, assessed with regard pay an amount equal to the amount distributable to such payee. Upon the discharge or settlement of such tax liability the Trustee will pay the balance of such sumunpaid fees and expenses, if any, of counsel pursuant to Section 3.9 as certified to it by the Depositors; and (d) deduct from the Income Account, or, to the extent funds are not available in such payeeAccount, from the Principal Account the estimated amount that the Portfolio Supervisor and Schwab are then entitled to receive pursuant to Section 7.4 and hold such amount without interest until such time as it is payable to the Portfolio Supervisor and Schwab as set forth below. If On or before the Administrator directs that any payment or payments be made or discontinued contingent upon future eventsfirst Distribution Date after the conclusion of each calendar year, it will be the responsibility of the Administrator to notify the Trustee shall, upon certification in writing that such event has occurred, that such payments should be made or discontinued, and that any payments made by the Trustee prior to the date of such notification will, as satisfactory form to the Trustee, be proper payments. Payments by upon which the Trustee will be delivered or mailed to addresses supplied by the Administratormay rely, or if the Administrator does not provide an address, distribute to the recipient in care Portfolio Supervisor and Schwab from the amount so held pursuant to the immediately preceding paragraph the amounts that the Portfolio Supervisor and Schwab are at the time entitled to receive pursuant to Section 7.4 on account of the Administrator. The Trustee’s obligation to make such payments will be satisfied upon such delivery or mailingservices theretofore performed and expenses theretofore incurred. The Trustee will have no obligation also may withdraw from said accounts such amounts, if any, as it deems necessary to determine establish a reserve for any applicable taxes or other governmental charges that may be payable out of the identity Trust. Amounts so withdrawn shall not be considered a part of persons entitled to benefits or their mailing addresses. If the payment made to a participant or beneficiary is returned to the Trustee, or if the payment is not perfected within such Trust's assets until such time limits as the Trustee in its sole discretion may determine from time shall return all or any part of such amounts to timethe appropriate accounts. In addition, the Trustee will inform may withdraw from the Administrator or its authorized agent acting on its behalfIncome and Principal Accounts such amounts as may be necessary to cover redemptions of Units by the Trustee. It will The Principal Account shall be reimbursed for any amount withdrawn from the responsibility Principal Account under this Indenture in order to satisfy obligations which, pursuant to the terms hereof, are first to be paid out of the Administrator Income Account to the extent funds are available therein, when sufficient funds are not available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefor at that time when sufficient funds are next available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefrom at that time. On each Distribution Date or such authorized agent acting on its behalf to instruct within a reasonable period of time thereafter, the Trustee shall distribute by mail to each Unitholder of record at the close of business on the proper disposition preceding Record Date, at the post office address appearing on the registration books of the payment under Trustee (or, if a Clearing Agency as defined in Section 5.4 is the terms registered Unitholder, the Trustee shall make distributions to such Clearing Agency in accordance with its applicable procedures), such holder's pro rata share of the Planbalance in the Income Account calculated as set forth in the next paragraph, plus such holder's pro rata share of the distributable cash balance of the Principal Account, as of the preceding Record Date; provided, however, the Depositors are authorized to direct that funds -------- ------- credited to the Principal Account in the event of the failure of consummation of a contract to purchase Securities pursuant to Section 2.1 hereof, funds representing the proceeds of the sale of Securities pursuant to Section 3.8 or 3.10 hereof, and funds representing the proceeds of the sale of Securities under Section 5.2, 6.4 or this Section 3.5 in excess of the aggregate of (i) the amounts needed for the purposes of said Sections and (ii) such amount as the Depositors have informed the Trustee will is to be used to purchase securities pursuant to Section 3.7 hereof, shall not be distributed until the following Distribution Date or at such earlier date as shall be determined by the Trustee. The Trustee shall not be required to make a distribution from the Principal or Income Account unless the cash balance on deposit therein available for distribution shall be sufficient to distribute at least $1.00 per Unit in the case of Units initially offered at approximately $1,000, or a proportionately lower amount in the case of Units initially offered at less than $1,000 (e.g., ---- ..001 per Unit in the case of Units initially offered at approximately $1.00). The Trustee shall compute the amount of the Distribution from the Income Account (i) by subtracting from the cash balance of the Income Account computed as of the close of business on such Record Date (a) any unpaid fees and expenses then deductible pursuant to the foregoing provisions of Section 3.5 and (b) the Trustee's estimate of other expenses chargeable to the Income Account pursuant to the Indenture which have no obligation accrued as of such Record Date, or are otherwise properly attributable to take the period to which such Income Distribution relates and (ii) by dividing the result of such calculation by the number of Units outstanding on the applicable Record Date. The amounts to be so distributed to each Unitholder of the Trust of record as of each Record Date shall be that pro rata share of the cash balance as of such Record Date of the Income and Principal Accounts of the Trust, computed as set forth above, as shall be represented by a notation of the Units owned by such Unitholder on the registration or other record books of the Trustee. In the computation of each such share, fractions of less than one cent shall be omitted. After any further action with respect such distribution provided for above, any cash balance remaining in the Income Account or the Principal Account shall be held in the same manner as other amounts subsequently deposited in each of such Accounts, respectively. For the purpose of distribution as herein provided, the holders of record on the registration books of the Trustee at the close of business on each Record Date shall be conclusively entitled to such distribution, and no liability shall attach to the Trustee by reason of payment absent to any such instructionsregistered Unitholder of record. Nothing herein shall be construed to prevent the payment of amounts from the Income Account and the Principal Account to individual Unitholders by means of one check, draft or other proper instrument, provided that the appropriate statement of such distribution shall be furnished therein as provided in Section 3.6 hereof. The Trustee shall withhold from a Unitholder's income distribution any portion of the Deferred Sales Charge deductible therefrom pursuant to Section 3.16.

Payments and Distributions. At Distributions to each -------------------------- Unitholder from the written direction Income Account are computed as of the Administratorclose of business on each Record Date for the following Distribution Date. Distributions from the Principal Account of the Trust (other than amounts representing failed contracts, as discussed in Section 3.3.(b)) will be computed as of each Record Date, and will be made to the Unitholders of the Trust on or shortly after the next Distribution Date. Proceeds representing principal received from the disposition of any of the Securities between a Record Date and a Distribution Date which are not used for redemptions of Units will be held in the Principal Account and not distributed until the second succeeding Distribution Date or such later time as hereinafter provided. If a Unitholder is participating in a Reinvestment Plan, distributions to such Unitholder shall be applied by the Trustee to purchase Units from the Depositors at the applicable reinvestment price on the Distribution Date. Persons who purchase Units between a Record Date and a Distribution Date will receive their first distribution on the second Distribution Date after such purchase. As of each Record Date the Trustee shall: (a) deduct from the Income Account or, to the extent funds are not available in such Account, from the Principal Account, and pay to itself individually the amounts that it is at the time entitled to time make distributions receive pursuant to Section 6.4 or transfers otherwise pursuant to the provisions hereof; (b) deduct from the Income Account of the Trust, and, to the extent funds are not sufficient therein, from the Principal Account of the Trust, amounts necessary to pay any unpaid expenses of the Trust, including registration charges, Blue Sky fees, printing costs, attorneys' fees, auditing costs and other miscellaneous out-of-pocket expenses, as certified by the Depositor, incurred in keeping the registration of the Units and the Trust on a current basis pursuant to Section 9.4, provided, however, that no portion of such amount shall be deducted or paid unless the payment thereof from the Trust as specified in such written directions, including distributions for the payment of reasonable Plan expenses. The Trustee will have no liability for making any distribution or transfer directed by the Administrator and will be under no duty to inquire whether directions is at that time lawful; (c) deduct from the Administrator conform to Plan provisionsIncome Account, the Codeor, ERISA or regulations promulgated thereunder. The Administrator will furnish to the Trustee all information necessary to enable the Trustee to withhold from each distribution the amount necessary to pay Federal and state income taxes due. If the Administrator fails to provide adequate tax withholding information, the Trustee will have no obligation to withhold any amount to cover the payment of such taxes. However, the Trustee may, in its sole discretion, and to the extent required under applicable lawfunds are not available in such Account, withhold from any distribution to any payee such sum as the Trustee may reasonably estimate is necessary to cover required Federal Principal Account, and state taxes which are, or may be, assessed with regard pay an amount equal to the amount distributable to such payee. Upon the discharge or settlement of such tax liability the Trustee will pay the balance of such sumunpaid fees and expenses, if any, of counsel pursuant to Section 3.9 as certified to it by the Depositor; and (d) deduct from the Income Account, or, to the extent funds are not available in such payeeAccount, from the Principal Account the estimated amount that the Portfolio Supervisor is then entitled to receive pursuant to Section 7.4 and hold such amount without interest until such time as it is payable to the Portfolio Supervisor, as set forth below. If On or before the Administrator directs that any payment or payments be made or discontinued contingent upon future eventsfirst Distribution Date after the conclusion of each calendar year, it will be the responsibility of the Administrator to notify the Trustee shall, upon certification in writing that such event has occurred, that such payments should be made or discontinued, and that any payments made by the Trustee prior to the date of such notification will, as satisfactory form to the Trustee, be proper payments. Payments by upon which the Trustee will be delivered or mailed to addresses supplied by the Administratormay rely, or if the Administrator does not provide an address, distribute to the recipient in care Portfolio Supervisor from the amount so held pursuant to the immediately preceding paragraph the amounts that the Portfolio Supervisor is at the time entitled to receive pursuant to Section 7.4 on account of the Administrator. The Trustee’s obligation to make such payments will be satisfied upon such delivery or mailingservices theretofore performed and expenses theretofore incurred. The Trustee will have no obligation also may withdraw from said accounts such amounts, if any, as it deems necessary to determine establish a reserve for any applicable taxes or other governmental charges that may be payable out of the identity Trust. Amounts so withdrawn shall not be considered a part of persons entitled to benefits or their mailing addresses. If the payment made to a participant or beneficiary is returned to the Trustee, or if the payment is not perfected within such Trust's assets until such time limits as the Trustee in its sole discretion may determine from time shall return all or any part of such amounts to timethe appropriate accounts. In addition, the Trustee will inform may withdraw from the Administrator or its authorized agent acting on its behalfIncome and Principal Accounts such amounts as may be necessary to cover redemptions of Units by the Trustee. It will The Principal Account shall be reimbursed for any amount withdrawn from the responsibility Principal Account under this Indenture in order to satisfy obligations which, pursuant to the terms hereof, are first to be paid out of the Administrator Income Account to the extent funds are available therein, when sufficient funds are not available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefor at that time when sufficient funds are next available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefrom at that time. On each Distribution Date or such authorized agent acting on its behalf to instruct within a reasonable period of time thereafter, the Trustee shall distribute by mail to each Unitholder of record at the close of business on the proper disposition preceding Record Date, at the post office address appearing on the registration books of the payment under Trustee (or, if a Clearing Agency as defined in Section 5.4 is the terms registered Unitholder, the Trustee shall make distributions to such Clearing Agency in accordance with its applicable procedures), such holder's pro rata share of the Planbalance in the Income Account calculated as set forth in the next paragraph, plus such holder's pro rata share of the distributable cash balance of the Principal Account, as of the preceding Record Date; provided, however, the Depositor is authorized to direct that funds credited to the Principal Account in the event of the failure of consummation of a contract to purchase Securities pursuant to Section 2.1 hereof, funds representing the proceeds of the sale of Securities pursuant to Section 3.8 or 3.10 hereof, and funds representing the proceeds of the sale of Securities under Section 5.2, 6.4 or this Section 3.5 in excess of the aggregate of (i) the amounts needed for the purposes of said Sections and (ii) such amount as the Depositor has informed the Trustee will is to be used to purchase securities pursuant to Section 3.7 hereof, shall not be distributed until the following Distribution Date or at such earlier date as shall be determined by the Trustee. The Trustee shall not be required to make a distribution from the Principal or Income Account unless the cash balance on deposit therein available for distribution shall be sufficient to distribute at least $1.00 per Unit in the case of Units initially offered at approximately $1,000, or a proportionately lower amount in the case of Units initially offered at less than $1,000 (e.g., .001 per Unit in the case of Units ---- initially offered at approximately $1.00). The Trustee shall compute the amount of the Distribution from the Income Account (i) by subtracting from the cash balance of the Income Account computed as of the close of business on such Record Date (a) any unpaid fees and expenses then deductible pursuant to the foregoing provisions of Section 3.5 and (b) the Trustee's estimate of other expenses chargeable to the Income Account pursuant to the Indenture which have no obligation accrued as of such Record Date, or are otherwise properly attributable to take the period to which such Income Distribution relates and (ii) by dividing the result of such calculation by the number of Units outstanding on the applicable Record Date. The amounts to be so distributed to each Unitholder of the Trust of record as of each Record Date shall be that pro rata share of the cash balance as of such Record Date of the Income and Principal Accounts of the Trust, computed as set forth above, as shall be represented by a notation of the Units owned by such Unitholder on the registration or other record books of the Trustee. In the computation of each such share, fractions of less than one cent shall be omitted. After any further action with respect such distribution provided for above, any cash balance remaining in the Income Account or the Principal Account shall be held in the same manner as other amounts subsequently deposited in each of such Accounts, respectively. For the purpose of distribution as herein provided, the holders of record on the registration books of the Trustee at the close of business on each Record Date shall be conclusively entitled to such distribution, and no liability shall attach to the Trustee by reason of payment absent to any such instructionsregistered Unitholder of record. Nothing herein shall be construed to prevent the payment of amounts from the Income Account and the Principal Account to individual Unitholders by means of one check, draft or other proper instrument, provided that the appropriate statement of such distribution shall be furnished therein as provided in Section 3.6 hereof. The Trustee shall withhold from a Unitholder's income distribution any portion of the Deferred Sales Charge deductible therefrom pursuant to Section 3.16.

Payments and Distributions. At Distributions to each -------------------------- Unitholder from the written direction Income Account are computed as of the Administratorclose of business on each Record Date for the following Distribution Date. Distributions from the Principal Account of the Trust (other than amounts representing failed contracts, as discussed in Section 3.3.(b)) will be computed as of each Record Date, and will be made to the Unitholders of the Trust on or shortly after the next Distribution Date. Proceeds representing principal received from the disposition of any of the Securities between a Record Date and a Distribution Date which are not used for redemptions of Units will be held in the Principal Account and not distributed until the second succeeding Distribution Date or such later time as hereinafter provided. If a Unitholder is participating in a Reinvestment Plan, distributions to such Unitholder shall be applied by the Trustee to purchase Units from the Depositors at the applicable reinvestment price on the Distribution Date. Persons who purchase Units between a Record Date and a Distribution Date will receive their first distribution on the second Distribution Date after such purchase. As of each Record Date the Trustee shall: (a) deduct from the Income Account or, to the extent funds are not available in such Account, from the Principal Account, and pay to itself individually the amounts that it is at the time entitled to time make distributions receive pursuant to Section 6.4 or transfers otherwise pursuant to the provisions hereof; (b) deduct from the Income Account of the Trust, and, to the extent funds are not sufficient therein, from the Principal Account of the Trust, amounts necessary to pay any unpaid expenses of the Trust, including registration charges, Blue Sky fees, printing costs, attorneys' fees, auditing costs and other miscellaneous out-of-pocket expenses, as certified by the Depositors, incurred in keeping the registration of the Units and the Trust on a current basis pursuant to Section 9.4, provided, however, that no portion of -------- ------- such amount shall be deducted or paid unless the payment thereof from the Trust as specified in such written directions, including distributions for the payment of reasonable Plan expenses. The Trustee will have no liability for making any distribution or transfer directed by the Administrator and will be under no duty to inquire whether directions is at that time lawful; (c) deduct from the Administrator conform to Plan provisionsIncome Account, the Codeor, ERISA or regulations promulgated thereunder. The Administrator will furnish to the Trustee all information necessary to enable the Trustee to withhold from each distribution the amount necessary to pay Federal and state income taxes due. If the Administrator fails to provide adequate tax withholding information, the Trustee will have no obligation to withhold any amount to cover the payment of such taxes. However, the Trustee may, in its sole discretion, and to the extent required under applicable lawfunds are not available in such Account, withhold from any distribution to any payee such sum as the Trustee may reasonably estimate is necessary to cover required Federal Principal Account, and state taxes which are, or may be, assessed with regard pay an amount equal to the amount distributable to such payee. Upon the discharge or settlement of such tax liability the Trustee will pay the balance of such sumunpaid fees and expenses, if any, of counsel pursuant to Section 3.9 as certified to it by the Depositors; and (d) deduct from the Income Account, or, to the extent funds are not available in such payeeAccount, from the Principal Account the estimated amount that the Depositors are then entitled to receive pursuant to Section 7.4 and hold such amount without interest until such time as it is payable to the Depositors as set forth below. If On or before the Administrator directs that any payment or payments be made or discontinued contingent upon future eventsfirst Distribution Date after the conclusion of each calendar year, it will be the responsibility of the Administrator to notify the Trustee shall, upon certification in writing that such event has occurred, that such payments should be made or discontinued, and that any payments made by the Trustee prior to the date of such notification will, as satisfactory form to the Trustee, be proper payments. Payments by upon which the Trustee will be delivered or mailed to addresses supplied by the Administratormay rely, or if the Administrator does not provide an address, distribute to the recipient in care Depositors from the amount so held pursuant to the immediately preceding paragraph the amounts that the Depositors are at the time entitled to receive pursuant to Section 7.4 on account of the Administrator. The Trustee’s obligation to make such payments will be satisfied upon such delivery or mailingservices theretofore performed and expenses theretofore incurred. The Trustee will have no obligation also may withdraw from said accounts such amounts, if any, as it deems necessary to determine establish a reserve for any applicable taxes or other governmental charges that may be payable out of the identity Trust. Amounts so withdrawn shall not be considered a part of persons entitled to benefits or their mailing addresses. If the payment made to a participant or beneficiary is returned to the Trustee, or if the payment is not perfected within such Trust's assets until such time limits as the Trustee in its sole discretion may determine from time shall return all or any part of such amounts to timethe appropriate accounts. In addition, the Trustee will inform may withdraw from the Administrator or its authorized agent acting on its behalfIncome and Principal Accounts such amounts as may be necessary to cover redemptions of Units by the Trustee. It will The Principal Account shall be reimbursed for any amount withdrawn from the responsibility Principal Account under this Indenture in order to satisfy obligations which, pursuant to the terms hereof, are first to be paid out of the Administrator Income Account to the extent funds are available therein, when sufficient funds are not available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefor at that time when sufficient funds are next available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefrom at that time. On each Distribution Date or such authorized agent acting on its behalf to instruct within a reasonable period of time thereafter, the Trustee shall distribute by mail to each Unitholder of record at the close of business on the proper disposition preceding Record Date, at the post office address appearing on the registration books of the payment under Trustee (or, if a Clearing Agency as defined in Section 5.4 is the terms registered Unitholder, the Trustee shall make distributions to such Clearing Agency in accordance with its applicable procedures), such holder's pro rata share of the Planbalance in the Income Account calculated as set forth in the next paragraph, plus such holder's pro rata share of the distributable cash balance of the Principal Account, as of the preceding Record Date; provided, however, the Depositors are authorized to direct that -------- ------- funds credited to the Principal Account in the event of the failure of consummation of a contract to purchase Securities pursuant to Section 2.1 hereof, funds representing the proceeds of the sale of Securities pursuant to Section 3.8 or 3.10 hereof, and funds representing the proceeds of the sale of Securities under Section 5.2, 6.4 or this Section 3.5 in excess of the aggregate of (i) the amounts needed for the purposes of said Sections and (ii) such amount as the Depositors have informed the Trustee will is to be used to purchase securities pursuant to Section 3.7 hereof, shall not be distributed until the following Distribution Date or at such earlier date as shall be determined by the Trustee. The Trustee shall not be required to make a distribution from the Principal or Income Account unless the cash balance on deposit therein available for distribution shall be sufficient to distribute at least $1.00 per Unit in the case of Units initially offered at approximately $1,000, or a proportionately lower amount in the case of Units initially offered at less than $1,000 (e.g., ----- .001 per Unit in the case of Units initially offered at approximately $1.00). The Trustee shall compute the amount of the Distribution from the Income Account (i) by subtracting from the cash balance of the Income Account computed as of the close of business on such Record Date (a) any unpaid fees and expenses then deductible pursuant to the foregoing provisions of Section 3.5 and (b) the Trustee's estimate of other expenses chargeable to the Income Account pursuant to the Indenture which have no obligation accrued as of such Record Date, or are otherwise properly attributable to take the period to which such Income Distribution relates and (ii) by dividing the result of such calculation by the number of Units outstanding on the applicable Record Date. The amounts to be so distributed to each Unitholder of the Trust of record as of each Record Date shall be that pro rata share of the cash balance as of such Record Date of the Income and Principal Accounts of the Trust, computed as set forth above, as shall be represented by a notation of the Units owned by such Unitholder on the registration or other record books of the Trustee. In the computation of each such share, fractions of less than one cent shall be omitted. After any further action with respect such distribution provided for above, any cash balance remaining in the Income Account or the Principal Account shall be held in the same manner as other amounts subsequently deposited in each of such Accounts, respectively. For the purpose of distribution as herein provided, the holders of record on the registration books of the Trustee at the close of business on each Record Date shall be conclusively entitled to such distribution, and no liability shall attach to the Trustee by reason of payment absent to any such instructionsregistered Unitholder of record. Nothing herein shall be construed to prevent the payment of amounts from the Income Account and the Principal Account to individual Unitholders by means of one check, draft or other proper instrument, provided that the appropriate statement of such distribution shall be furnished therein as provided in Section 3.6 hereof. The Trustee shall withhold from a Unitholder's income distribution any portion of the Deferred Sales Charge deductible therefrom pursuant to Section 3.16.

Payments and Distributions. At Distributions to each Unitholder from the written direction Income Account are computed as of the Administratorclose of business on each Record Date for the following Distribution Date. Distributions from the Principal Account of the Trust (other than amounts representing failed contracts, as discussed in Section 3.3.(b)) will be computed as of each Record Date, and will be made to the Unitholders of the Trust on or shortly after the next Distribution Date. Proceeds representing principal received from the disposition of any of the Securities between a Record Date and a Distribution Date which are not used for redemptions of Units will be held in the Principal Account and not distributed until the second succeeding Distribution Date or such later time as hereinafter provided. If a Unitholder is participating in a Reinvestment Plan, distributions to such Unitholder shall be applied by the Trustee to purchase Units from the Depositor at the applicable reinvestment price on the Distribution Date. Persons who purchase Units between a Record Date and a Distribution Date will receive their first distribution on the second Distribution Date after such purchase. As of each Record Date the Trustee shall: (a) deduct from time the Income Account of the Trust, and, to time make distributions the extent funds are not sufficient therein, from the Principal Account of the Trust, amounts necessary to pay any unpaid expenses of the Trust, including registration charges, Blue Sky fees, printing costs, attorneys’ fees, auditing costs and other miscellaneous out-of-pocket expenses, as certified by the Depositor, incurred in keeping the registration of the Units and the Trust on a current basis pursuant to Section 9.4, provided, however, that no portion of such amount shall be deducted or transfers paid unless the payment thereof from the Trust as specified in such written directions, including distributions for the payment of reasonable Plan expenses. The Trustee will have no liability for making any distribution or transfer directed by the Administrator and will be under no duty to inquire whether directions is at that time lawful; (b) deduct from the Administrator conform to Plan provisionsIncome Account or, the Code, ERISA or regulations promulgated thereunder. The Administrator will furnish to the Trustee all information necessary to enable the Trustee to withhold from each distribution the amount necessary to pay Federal and state income taxes due. If the Administrator fails to provide adequate tax withholding information, the Trustee will have no obligation to withhold any amount to cover the payment of such taxes. However, the Trustee may, in its sole discretion, and to the extent required under applicable lawfunds are not available in such Account, withhold from any distribution the Principal Account, and pay to any payee such sum as itself individually the Trustee may reasonably estimate amounts that it is necessary at the time entitled to cover required Federal and state taxes which are, receive pursuant to Section 6.4 or may be, assessed with regard otherwise pursuant to the provisions hereof; (c) deduct from the Income Account, or, to the extent funds are not available in such Account, from the Principal Account, and pay to the Evaluator the amount distributable that it is at the time entitled to receive pursuant to Section 4.3; (d) deduct from the Income Account, or, to the extent funds are not available in such payee. Upon Account, from the discharge or settlement of such tax liability Principal Account, and pay an amount equal to the Trustee will pay the balance of such sumunpaid fees and expenses, if any, of counsel pursuant to Section 3.9 as certified to it by the Depositor; and (e) deduct from the Income Account, or, to the extent funds are not available in such payeeAccount, from the Principal Account the estimated amount that the Portfolio Supervisor is then entitled to receive pursuant to Section 7.4 and hold such amount without interest until such time as it is payable to the Portfolio Supervisor as set forth below. If On or before the Administrator directs that any payment or payments be made or discontinued contingent upon future eventsfirst Distribution Date after the conclusion of each calendar year, it will be the responsibility of the Administrator to notify the Trustee shall, upon certification in writing that such event has occurred, that such payments should be made or discontinued, and that any payments made by the Trustee prior to the date of such notification will, as satisfactory form to the Trustee, be proper payments. Payments by upon which the Trustee will be delivered or mailed to addresses supplied by the Administratormay rely, or if the Administrator does not provide an address, distribute to the recipient in care Portfolio Supervisor from the amount so held pursuant to the immediately preceding paragraph the amounts that the Portfolio Supervisor is at the time entitled to receive pursuant to Section 7.4 on account of the Administrator. The Trustee’s obligation to make such payments will be satisfied upon such delivery or mailingservices theretofore performed and expenses theretofore incurred. The Trustee will have no obligation also may withdraw from said accounts such amounts, if any, as it deems necessary to determine establish a reserve for any applicable taxes or other governmental charges that may be payable out of the identity Trust. Amounts so withdrawn shall not be considered a part of persons entitled to benefits or their mailing addresses. If the payment made to a participant or beneficiary is returned to the Trustee, or if the payment is not perfected within such Trust’s assets until such time limits as the Trustee in its sole discretion may determine from time shall return all or any part of such amounts to timethe appropriate accounts. In addition, the Trustee will inform may withdraw from the Administrator or its authorized agent acting on its behalfIncome and Principal Accounts such amounts as may be necessary to cover redemptions of Units by the Trustee. It will The Principal Account shall be reimbursed for any amount withdrawn from the responsibility Principal Account under this Indenture in order to satisfy obligations which, pursuant to the terms hereof, are first to be paid out of the Administrator Income Account to the extent funds are available therein, when sufficient funds are not available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefor at that time when sufficient funds are next available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefrom at that time. On each Distribution Date or such authorized agent acting on its behalf to instruct within a reasonable period of time thereafter, the Trustee shall distribute by mail to each Unitholder of record at the close of business on the proper disposition preceding Record Date, at the post office address appearing on the registration books of the payment under Trustee (or, if a Clearing Agency as defined in Section 5.4 is the terms registered Unitholder, the Trustee shall make distributions to such Clearing Agency in accordance with its applicable procedures), such holder’s pro rata share of the Planbalance in the Income Account calculated as set forth in the next paragraph, plus such holder’s pro rata share of the distributable cash balance of the Principal Account, as of the preceding Record Date; provided, however, the Depositor is authorized to direct that funds credited to the Principal Account in the event of the failure of consummation of a contract to purchase Securities pursuant to Section 2.1 hereof, funds representing the proceeds of the sale of Securities pursuant to Section 3.8 or 3.10 hereof, and funds representing the proceeds of the sale of Securities under Section 5.2, 6.4 or this Section 3.5 in excess of the aggregate of (i) the amounts needed for the purposes of said Sections and (ii) such amount as the Depositor has informed the Trustee will is to be used to purchase securities pursuant to Section 3.7 hereof, shall not be distributed until the following Distribution Date. The Trustee shall not be required to make a distribution from the Principal or Income Account unless the cash balance on deposit therein available for distribution shall be sufficient to distribute at least $1.00 per Unit in the case of Units initially offered at approximately $1,000, or a proportionately lower amount in the case of Units initially offered at less than $1,000 (e.g., .001 per Unit in the case of Units initially offered at approximately $1.00). The Trustee shall compute the amount of the Distribution from the Income Account (i) by subtracting from the cash balance of the Income Account computed as of the close of business on such Record Date (a) any unpaid fees and expenses then deductible pursuant to the foregoing provisions of Section 3.5 and (b) the Trustee’s estimate of other expenses chargeable to the Income Account pursuant to the Indenture which have no obligation accrued as of such Record Date, or are otherwise properly attributable to take the period to which such Income Distribution relates and (ii) by dividing the result of such calculation by the number of Units outstanding on the applicable Record Date. The amounts to be so distributed to each Unitholder of the Trust of record as of each Record Date shall be that pro rata share of the cash balance as of such Record Date of the Income and Principal Accounts of the Trust, computed as set forth above, as shall be represented by a notation of the Units owned by such Unitholder on the registration or other record books of the Trustee. In the computation of each such share, fractions of less than one cent shall be omitted. After any further action with respect such distribution provided for above, any cash balance remaining in the Income Account or the Principal Account shall be held in the same manner as other amounts subsequently deposited in each of such Accounts, respectively. For the purpose of distribution as herein provided, the holders of record on the registration books of the Trustee at the close of business on each Record Date shall be conclusively entitled to such distribution, and no liability shall attach to the Trustee by reason of payment absent to any such instructionsregistered Unitholder of record. Nothing herein shall be construed to prevent the payment of amounts from the Income Account and the Principal Account to individual Unitholders by means of one check, draft or other proper instrument, provided that the appropriate statement of such distribution shall be furnished therein as provided in Section 3.6 hereof.

Payments and Distributions. At Distributions to each -------------------------- Unitholder from the written direction Income Account are computed as of the Administratorclose of business on each Record Date for the following Distribution Date. Distributions from the Principal Account of the Trust (other than amounts representing failed contracts, as discussed in Section 3.3.(b)) will be computed as of each Record Date, and will be made to the Unitholders of the Trust on or shortly after the next Distribution Date. Proceeds representing principal received from the disposition of any of the Securities between a Record Date and a Distribution Date which are not used for redemptions of Units will be held in the Principal Account and not distributed until the second succeeding Distribution Date or such later time as hereinafter provided. If a Unitholder is participating in a Reinvestment Plan, distributions to such Unitholder shall be applied by the Trustee to purchase Units from the Depositors at the applicable reinvestment price on the Distribution Date. Persons who purchase Units between a Record Date and a Distribution Date will receive their first distribution on the second Distribution Date after such purchase. As of each Record Date the Trustee shall: (a) deduct from the Income Account or, to the extent funds are not available in such Account, from the Principal Account, and pay to itself individually the amounts that it is at the time entitled to time make distributions receive pursuant to Section 6.4 or transfers otherwise pursuant to the provisions hereof; (b) deduct from the Income Account of the Trust, and, to the extent funds are not sufficient therein, from the Principal Account of the Trust, amounts necessary to pay any unpaid expenses of the Trust, including registration charges, Blue Sky fees, printing costs, attorneys' fees, auditing costs and other miscellaneous out-of-pocket expenses, as certified by the Depositors, incurred in keeping the registration of the Units and the Trust on a current basis pursuant to Section 9.4, provided, however, that no portion of -------- ------- such amount shall be deducted or paid unless the payment thereof from the Trust as specified in such written directions, including distributions for the payment of reasonable Plan expenses. The Trustee will have no liability for making any distribution or transfer directed by the Administrator and will be under no duty to inquire whether directions is at that time lawful; (c) deduct from the Administrator conform to Plan provisionsIncome Account, the Codeor, ERISA or regulations promulgated thereunder. The Administrator will furnish to the Trustee all information necessary to enable the Trustee to withhold from each distribution the amount necessary to pay Federal and state income taxes due. If the Administrator fails to provide adequate tax withholding information, the Trustee will have no obligation to withhold any amount to cover the payment of such taxes. However, the Trustee may, in its sole discretion, and to the extent required under applicable lawfunds are not available in such Account, withhold from any distribution to any payee such sum as the Trustee may reasonably estimate is necessary to cover required Federal Principal Account, and state taxes which are, or may be, assessed with regard pay an amount equal to the amount distributable to such payee. Upon the discharge or settlement of such tax liability the Trustee will pay the balance of such sumunpaid fees and expenses, if any, of counsel pursuant to Section 3.9 as certified to it by the Depositors; and (d) deduct from the Income Account, or, to the extent funds are not available in such payeeAccount, from the Principal Account the estimated amount that the Portfolio Supervisor and Schwab are then entitled to receive pursuant to Section 7.4 and hold such amount without interest until such time as it is payable to the Portfolio Supervisor and Schwab as set forth below. If On or before the Administrator directs that any payment or payments be made or discontinued contingent upon future eventsfirst Distribution Date after the conclusion of each calendar year, it will be the responsibility of the Administrator to notify the Trustee shall, upon certification in writing that such event has occurred, that such payments should be made or discontinued, and that any payments made by the Trustee prior to the date of such notification will, as satisfactory form to the Trustee, be proper payments. Payments by upon which the Trustee will be delivered or mailed to addresses supplied by the Administratormay rely, or if the Administrator does not provide an address, distribute to the recipient in care Portfolio Supervisor and Schwab from the amount so held pursuant to the immediately preceding paragraph the amounts that the Portfolio Supervisor and Schwab are at the time entitled to receive pursuant to Section 7.4 on account of the Administrator. The Trustee’s obligation to make such payments will be satisfied upon such delivery or mailingservices theretofore performed and expenses theretofore incurred. The Trustee will have no obligation also may withdraw from said accounts such amounts, if any, as it deems necessary to determine establish a reserve for any applicable taxes or other governmental charges that may be payable out of the identity Trust. Amounts so withdrawn shall not be considered a part of persons entitled to benefits or their mailing addresses. If the payment made to a participant or beneficiary is returned to the Trustee, or if the payment is not perfected within such Trust's assets until such time limits as the Trustee in its sole discretion may determine from time shall return all or any part of such amounts to timethe appropriate accounts. In addition, the Trustee will inform may withdraw from the Administrator or its authorized agent acting on its behalfIncome and Principal Accounts such amounts as may be necessary to cover redemptions of Units by the Trustee. It will The Principal Account shall be reimbursed for any amount withdrawn from the responsibility Principal Account under this Indenture in order to satisfy obligations which, pursuant to the terms hereof, are first to be paid out of the Administrator Income Account to the extent funds are available therein, when sufficient funds are not available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefor at that time when sufficient funds are next available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefrom at that time. On each Distribution Date or such authorized agent acting on its behalf to instruct within a reasonable period of time thereafter, the Trustee shall distribute by mail to each Unitholder of record at the close of business on the proper disposition preceding Record Date, at the post office address appearing on the registration books of the payment under Trustee (or, if a Clearing Agency as defined in Section 5.4 is the terms registered Unitholder, the Trustee shall make distributions to such Clearing Agency in accordance with its applicable procedures), such holder's pro rata share of the Planbalance in the Income Account calculated as set forth in the next paragraph, plus such holder's pro rata share of the distributable cash balance of the Principal Account, as of the preceding Record Date; provided, however, the Depositors are authorized to direct that -------- ------- funds credited to the Principal Account in the event of the failure of consummation of a contract to purchase Securities pursuant to Section 2.1 hereof, funds representing the proceeds of the sale of Securities pursuant to Section 3.8 or 3.10 hereof, and funds representing the proceeds of the sale of Securities under Section 5.2, 6.4 or this Section 3.5 in excess of the aggregate of (i) the amounts needed for the purposes of said Sections and (ii) such amount as the Depositors have informed the Trustee will is to be used to purchase securities pursuant to Section 3.7 hereof, shall not be distributed until the following Distribution Date or at such earlier date as shall be determined by the Trustee. The Trustee shall not be required to make a distribution from the Principal or Income Account unless the cash balance on deposit therein available for distribution shall be sufficient to distribute at least $1.00 per Unit in the case of Units initially offered at approximately $1,000, or a proportionately lower amount in the case of Units initially offered at less than $1,000 (e.g., .001 per Unit in the case of Units initially offered at approximately $1.00). The Trustee shall compute the amount of the Distribution from the Income Account (i) by subtracting from the cash balance of the Income Account computed as of the close of business on such Record Date (a) any unpaid fees and expenses then deductible pursuant to the foregoing provisions of Section 3.5 and (b) the Trustee's estimate of other expenses chargeable to the Income Account pursuant to the Indenture which have no obligation accrued as of such Record Date, or are otherwise properly attributable to take the period to which such Income Distribution relates and (ii) by dividing the result of such calculation by the number of Units outstanding on the applicable Record Date. The amounts to be so distributed to each Unitholder of the Trust of record as of each Record Date shall be that pro rata share of the cash balance as of such Record Date of the Income and Principal Accounts of the Trust, computed as set forth above, as shall be represented by a notation of the Units owned by such Unitholder on the registration or other record books of the Trustee. In the computation of each such share, fractions of less than one cent shall be omitted. After any further action with respect such distribution provided for above, any cash balance remaining in the Income Account or the Principal Account shall be held in the same manner as other amounts subsequently deposited in each of such Accounts, respectively. For the purpose of distribution as herein provided, the holders of record on the registration books of the Trustee at the close of business on each Record Date shall be conclusively entitled to such distribution, and no liability shall attach to the Trustee by reason of payment absent to any such instructionsregistered Unitholder of record. Nothing herein shall be construed to prevent the payment of amounts from the Income Account and the Principal Account to individual Unitholders by means of one check, draft or other proper instrument, provided that the appropriate statement of such distribution shall be furnished therein as provided in Section 3.6 hereof. The Trustee shall withhold from a Unitholder's income distribution any portion of the Deferred Sales Charge deductible therefrom pursuant to Section 3.16.