Common use of Services of Administrator Clause in Contracts

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trust: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1) (c) instruct the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay all demands, bills and invoices for expenses incurred by or on behalf of the Trust, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate and give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated as of ______ __, 1997 (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event pay out of the Trust Estate, net proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the offering of the STRYPES Securities as specified in Schedule I heretoto the Fund Expense Agreement; (b) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event pay out of the Trust Estate, net proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1)I to the Fund Expense Agreement; (c) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5, and Article III of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Goldxxx, Xxchs & Co., and The Chase Manhattan Bank (the "Fund Expense Agreement, ") but in no event out of any assets of the Trust Estate except, as provided in paragraphs (a) and (b) hereof, and give notice to Xxxxxxx Xxxxx and AMP Goldxxx, Xxchx & Xo. pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __the date hereof between Goldxxx, 1997 Xxchs & Co. and the Trustees (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4, 2.5 and 2.8 2.6 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contracts or the Treasury Securities except as provided in Section 2.8 Sections 2.5 and 2.6 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event pay out of the Trust Estate, Net Proceeds of the sale of the PEPS the fees and expenses of the Trust incurred in connection with the offering of the STRYPES PEPS as specified in Schedule I hereto; (b) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event pay out of the Trust Estate, Net Proceeds of the sale of the PEPS the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1); (c) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.3, 2.7 2.4, 2.5 and 2.8 2.6 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between the Trustees and The Bank of New York (the "Fund Expense Agreement, ") but in no event out of the Trust Estate and give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated as any assets of ______ __, 1997 (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,, (ii) keep all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contracts and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 2.06 and 2.8 2.07 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust AgreementTrUEPrS; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trust: (a) pay, or cause the Paying Agent (as defined herein) to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") ), out of the facility fee paid on the Issue Date to the Trust by the U.K. Company in connection with the investment by the Trust in the Debt Securities, but in no event out of the Trust Estate, certain fees and expenses of the Trust incurred by Xxxxxxx Xxxxx in connection with the offering of the TrUEPrS and the Administrator organization of the Trust (the "Fund Expense AgreementReimbursed Up-Front Expenses")) pursuant to the Trust Reimbursement Agreement as specified in Schedule I hereof; (b) pay, or cause the Paying Agent to pay, out of the facility fee to be paid on the Issue Date to the Administrator by the U.K. Company in connection with the investment by the Trust in the Debt Securities, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES TrUEPrS and the organization of the Trust other than Reimbursed Up-Front Expenses and certain ongoing fees and expenses of the Trust ("Other Up-Front Expenses") as specified in Schedule I heretoII hereof; (bc) pay, or cause the Paying Agent to pay, all demands, bills and invoices for certain ongoing fees and expenses of the Trust (the "Ongoing Expenses") incurred by or on behalf of the Trust, including those specified in Schedule III for the quarterly dividend period commencing October 15, 1998, out of moneys paid to the Administrator pursuant to the Fund Trust Expense Agreement or the Expense and Indemnity Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1); (cd) instruct the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.62.06, 2.7 2.07, 5.02, 5.03, 7.02 and 2.8 7.03 and Article III of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (de) calculate on a quarterly basis the Trust's Estimated Expense and Cash Balance (each as defined in the Expense and Indemnity Agreement, dated as of September __, 1998 (the "Expense and Indemnity Agreement"), among the Trust, the U.K. Company, the Jersey Subsidiary, the Jersey Holding Company, the Jersey Charitable Trust and the ANZ Affiliate) and provide such calculations to the U.K. Company and the ANZ Affiliate pursuant to Section 5 of the Expense and Indemnity Agreement; (f) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (eg) pay give notice to the U.K. Company and the ANZ Affiliate of any claim for fees and expenses, including any indemnification expenses, pursuant to Sections 2 and 3 of the Expense and Indemnity Agreement, and pay, or cause the Paying Agent to pay, all demands, bills and invoices for such fees and expenses incurred by or on behalf of the Trust, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense and Indemnity Agreement, but in no event out of the Trust Estate and give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated as of ______ __, 1997 (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification ExpensesEstate; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(f) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) cause the legal and other professional advisors engaged pursuant to Section 2.2(f) to prepare and, as necessary, file any and all reports, returns and other documents as required under the Investment Company Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Internal Revenue Code of 1986, as amended, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns and other documents shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns and other documents; (i) at the request of the Trust and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trust, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (j) review on behalf of the Trust all notices, reports, certificates and other documents regarding the TrUEPrS and the Debt Securities; (k) make or cause to be made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trust; (l) in conjunction with the Trust, determine and publish (or cause to be determined and published), in such manner as the Trust shall direct in writing, the Trust's net asset value in accordance with Section 7.02(c) of the Trust Agreement and the Trust's policy as set forth in the Prospectus; and (m) as soon as reasonably practicable after the applicable Exchange Event, if any, notify DTC and publish (or cause to be published) a notice in The Wall Street Journal or another daily newspaper of national circulation in the United States stating the Exchange Date, whether American Depositary Receipts or cash, as applicable, will be delivered in exchange for the TrUEPrS and such other information as the Administrator deems advisable.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event pay out of the Trust Estate, net proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the offering of the STRYPES Securities as specified in Schedule I heretoto the Fund Expense Agreement; (b) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event pay out of the Trust Estate, net proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1)I to the Fund Expense Agreement; (c) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Xxxxxxx, Sachs & Co., and _____________ (the "Fund Expense Agreement, ") but in no event out of any assets of the Trust Estate except, as provided in paragraphs (a) and (b) hereof, and give notice to Xxxxxxx Xxxxxxx, Xxxxx and AMP & Co. pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __the date hereof between Xxxxxxx, 1997 Sachs & Co. and the Trustees (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or -4- regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in [Section 2.8 of the Trust Agreement]; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1) (c) instruct instructing the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 2.7, 2.8 and 2.8 3.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (db) with the approval of the Trustees, engage engaging legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (ec) pay receiving all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, Agreement dated the date hereof between Xxxxxxx Xxxxx Xxxxxx Inc. and The Bank of New York (the "FUND EXPENSE AGREEMENT") but in no event out of any assets of the Trust Estate Trust, and give notice to Xxxxxxx Xxxxx and AMP Barney Inc. pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __, 1997 the date hereof between Xxxxxxx Xxxxx Xxxxxx Inc. and the Trust (the "Fund Indemnity AgreementFUND INDEMNITY AGREEMENT"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (fd) (i) keeping or causing to be kept all the books and records of the Trust (other than those to be kept by the Paying Agent), and (ii) preparing and, as necessary, mailing, filing or publishing, or, as appropriate, directing the Paying Agent or cause the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(b) to prepare and and, as necessary, mail, file or publish, or, as appropriate, direct the Paying Agent to prepare publish any and mail, file or publish, any all notices, proxies, reports, statements tax returns and other communications and documents as required to be mailed or published pursuant to under the Trust Agreement and Agreement, the Investment Company Act,, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (e) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, instituting and prosecuting, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (f) receiving and reviewing on behalf of the Trust all notices, reports, certificates and other documents regarding the Contracts and the Treasury Securities; (g) making or causing to be made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trustees; and (h) in conjunction with the Trustees, determining and publishing, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with [Section 8.2(c) of the Trust Agreement] and the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1) (c) instruct instructing the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 2.7, 2.8 and 2.8 3.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (db) with the approval of the Trustees, engage engaging legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (ec) pay receiving all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in Agreement dated the date hereof between Salomon Smith Barney Inc. and The Bank of New York (the "Fund Expenxx Xxxxxxxxx") xxx xn no event out of any assets of the Trust Estate Trust, and give notice to Xxxxxxx Xxxxx and AMP Salomon Smith Barney Inc. pursuant to the fund indemnity agreement dated as of ______ __, 1997 Fund Indemnity Agreement xxxxx xxx xxxe hereof between Salomon Smith Barney Inc. and the Trust (the "Fund Indemnity AgreementAgreemxxx"), among the Trust, AMP, and Xxxxxxx Xxxxx of any claim for ) xx xxx cxxxx xor Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (fd) (i) keeping or causing to be kept all the books and records of the Trust (other than those to be kept by the Paying Agent), (ii) preparing and, as necessary, mailing, filing or publishing, or, as appropriate, directing the Paying Agent or cause the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(b) to prepare and and, as necessary, mail, file or publish, or, as appropriate, direct the Paying Agent to prepare publish any and mail, file or publish, any all notices, proxies, reports, statements tax returns and other communications and documents as required under the Trust Agreement, the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc., and (iii) witholding amounts described in Section 8.2(b) of the Trust Agreement; (e) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, instituting and prosecuting, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (f) receiving and reviewing on behalf of the Trust all notices, reports, certificates and other documents regarding the Contracts and the Treasury Securities; (g) making or causing to be mailed or published pursuant made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trustees; and (h) in conjunction with the Trustees, determining and publishing, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with Section 8.2(c) of the Trust Agreement and the Investment Company Act,Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.62.06, 2.7 2.07 and 2.8 2.08 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 2.08 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trust: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of __________ __, 19971998, among AMPthe Underwriters, Xxxxxxx Xxxxx the Contracting Stockholder, Merrxxx Xxxcx & Co.Xo., Inc. ("Xxxxxxx XxxxxMerrxxx Xxxcx") and xnd the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1); (c) instruct the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.62.06, 2.7 2.07 and 2.8 2.08 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay all demands, bills and invoices for expenses incurred by or on behalf of the Trust, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate and give notice to Xxxxxxx Xxxxx and AMP Merrxxx Xxxcx xxx the Contracting Stockholder pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of __________ __, 1997 1998 (the "Fund Indemnity Agreement"), among the Trust, AMP, the Contracting Stockholder and Xxxxxxx Xxxxx of Merrxxx Lyncx xx any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event pay out of the Trust Estate, net proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the offering of the STRYPES Securities as specified in Schedule I heretoto the Fund Expense Agreement; (b) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event pay out of the Trust Estate, net proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1)I to the Fund Expense Agreement; (c) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Xxxxxxx, Sachs & Co., and The Bank of New York (the "Fund Expense Agreement, ") but in no event out of any assets of the Trust Estate except, as provided in paragraphs (a) and (b) hereof, and give notice to Xxxxxxx Xxxxxxx, Xxxxx and AMP & Co. pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __the date hereof between Xxxxxxx, 1997 Sachs & Co. and the Trustees (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can may lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trust:the (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1) (c) instruct instructing the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 2.7, 2.8 and 2.8 3.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (db) with the approval of the Trustees, engage engaging legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (ec) pay receiving all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Saloxxx Xxxxx Xxxnxx Xxx. and The Bank of New York (the "Fund Expense Agreement, ") but in no event out of any assets of the Trust Estate Trust, and give notice to Xxxxxxx Saloxxx Xxxxx and AMP Xxxney Inc. pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __, 1997 the date hereof between Saloxxx Xxxxx Xxxnxx Xxx. and the Trust (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (fd) (i) cause keeping or causing to be kept all the books and records of the Trust (other than those to be kept by the Paying Agent), and (ii) preparing and, as necessary, mailing, filing or publishing, or, as appropriate, directing the Paying Agent or causing the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(b) to prepare and and, as necessary, mail, file or publish, or, as appropriate, direct the Paying Agent to prepare publish any and mail, file or publish, any all notices, proxies, reports, statements tax returns and other communications and documents as required to be mailed or published pursuant to under the Trust Agreement and Agreement, the Investment Company Act,, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (e) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, instituting and prosecuting, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (f) receiving and reviewing on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract and the Treasury Securities;

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event pay out of the Trust Estate, net proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the offering of the STRYPES Securities as specified in Schedule I heretoto the Fund Expense Agreement; (b) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event pay out of the Trust Estate, net proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1)I to the Fund Expense Agreement; (c) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Goldxxx, Xxchs & Co., and _____________ (the "Fund Expense Agreement, ") but in no event out of any assets of the Trust Estate except, as provided in paragraphs (a) and (b) hereof, and give notice to Xxxxxxx Xxxxx and AMP Goldxxx, Xxchx & Xo. pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __the date hereof between Goldxxx, 1997 Xxchs & Co. and the Trustees (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator, and to effectuate the terms of the Contract; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants or counsel for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event pay out of the Trust Estate, Net Proceeds of the sale of the TIMES the fees and expenses of the Trust incurred in connection with the offering of the STRYPES Securities as specified in Schedule I hereto; (b) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event pay out of the Trust Estate, Net Proceeds of the sale of the TIMES the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1); (c) instruct the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust AgreementAgreement and the Paying Agent Agreement and coordinate, monitor and supervise the activities of those providing services to the Trust; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, Agreement but in no event out of any assets of the Trust Estate Trust, and give notice to Xxxxxxx Xxxxx and AMP [the Underwriter][and the Seller] pursuant to the fund indemnity agreement dated as of ______ __, 1997 (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx Agreement of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (fi) keep or cause to be kept all the books and records of the Trust (iother than those to be kept by the Paying Agent), and (ii) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mailand, as necessary, file any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or publishthe Internal Revenue Code of 1986 as amended, or, as appropriatereasonably requested by the Trustees, direct under any other applicable laws, rules or regulations or otherwise; (g) at the Paying Agent request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to prepare enforce any and mailall rights and remedies of the Trust; (h) prepare, file or publish, any receive and review on behalf of the Trust all notices, proxies, reports, statements certificates and other communications required documents regarding the Contract and the Treasury Securities; (i) make or cause to be mailed or published pursuant made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; (j) respond to inquiries by Holders; (k) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with Section 8.2(a) of the Trust Agreement and the Investment Company Act,Trust's policy.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator, and to effectuate the terms of the Contract; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants or counsel for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause the Paying Agent to pay, pay out of moneys the monies paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the Agreement all ongoing fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in on Schedule I A hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1) (c) instruct the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust AgreementAgreement and the Paying Agent Agreement and coordinate, monitor and supervise the activities of those providing services to the Trust; (dc) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (ed) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, Agreement but in no event out of any assets of the Trust Estate Trust, and give notice to Xxxxxxx Xxxxx and AMP Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation pursuant to the fund indemnity agreement dated as of ______ __, 1997 (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx Agreement of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (fi) keep or cause to be kept all the books and records of the Trust (iother than those to be kept by the Paying Agent), and (ii) cause the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(c) to prepare and mailand, as necessary, file any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or publishthe Internal Reve nue Code of 1986 as amended, or, as appropriatereasonably requested by the Trustees, direct under any other applicable laws, rules or regulations or otherwise; (f) at the Paying Agent request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to prepare enforce any and mailall rights and remedies of the Trust; (g) prepare, file or publish, any receive and review on behalf of the Trust all notices, proxies, reports, statements certificates and other communications required documents regarding the Contract and the Treasury Securities; (h) make or cause to be mailed or published pursuant made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; (i) respond to inquiries by Holders; (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with Section 8.2(c) of the Trust Agreement and the Investment Company Act,Trust's policy.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event pay out of the Trust Estate, Net Proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the offering of the STRYPES Securities as specified in Schedule I heretoto the Fund Expense Agreement; (b) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event pay out of the Trust Estate, Net Proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1)I to the Fund Expense Agreement; (c) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Goldxxx, Xxchs & Co., and The Bank of New York (the "Fund Expense Agreement, ") but in no event out of any assets of the Trust Estate except, as provided in paragraphs (a) and (b) hereof, and give notice to Xxxxxxx Xxxxx and AMP Goldxxx, Sachs & Co. pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __the date hereof between Goldxxx, 1997 Xxchx & Xo. and the Trustees (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,, (ii) keep all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) payif so directed by the Seller, or cause instruct the Paying Agent to pay, out of moneys paid from the amounts payable to the Administrator Seller pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust EstateContract, the fees and expenses of the Trust incurred in connection with the public offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause Securities and the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees costs and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1)Trust; (cb) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 and Article III of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (dc) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii2.2(iii) above; (d) when the Trust is required to select and engage an independent investment banking firm under the Contract, to perform services on behalf select and engage such a firm, subject to the requirements of the TrustContract (including Section 8.1 thereof) and inform the Trustees promptly after making such selection and engagement; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, Agreement but in no event out of any assets of the Trust Estate Trust, except as provided in Section 2.2(a), and give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated Seller (as of ______ __, 1997 (defined in the "Fund Indemnity Expense Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification ExpensesExpenses as provided in Section 2.4(b) of the Indemnity Agreement; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and or the Investment Company Act,, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such notices, proxies, reports, communications, books, records, returns and other documents shall be that of the Trustees; and provided further, however, that the Administrator shall have no liability for the adequacy or accuracy of such notices, proxies, reports, communications, books, records, returns and other documents; (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) payif so directed by the Seller, or cause instruct the Paying Agent to pay, out of moneys paid from the amounts payable to the Administrator Seller pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust EstateContract, the fees and expenses of the Trust incurred in connection with the public offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause Securities and the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees costs and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1)Trust; (cb) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 and Article III of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (dc) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii2.2(iii) above; (d) when the Trust is required to select and engage an independent investment banking firm under the Contract, to perform services on behalf select and engage such a firm, subject to the requirements of the TrustContract (including Section 8.1 thereof) and inform the Trustees promptly after making such selection and engagement; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, Agreement but in no event out of any assets of the Trust Estate Trust, except as provided in Section 2.2(a), and give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated Seller (as of ______ __, 1997 (defined in the "Fund Indemnity Expense Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification ExpensesExpenses as provided in Section 2.4(b) of the Indemnity Agreement; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and or the Investment Company Act,, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934 (the "Securities Exchange Act"), or the Internal Revenue Code of 1986, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such notices, proxies, reports, communications, books, records, returns and other documents shall be that of the Trustees; and provided further, however, that the Administrator shall have no liability for the adequacy or accuracy of such notices, proxies, reports, communications, books, records, returns and other documents; (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 2.06 and 2.8 2.07 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust AgreementTrUEPrS; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trust: (a) pay, or cause the Paying Agent (as defined herein) to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") ), out of the facility fee paid on the Issue Date to the Trust by the U.K. Company in connection with the investment by the Trust in the Debt Securities, but in no event out of the Trust Estate, certain fees and expenses of the Trust incurred by Xxxxxxx Xxxxx in connection with the offering of the TrUEPrS and the Administrator organization of the Trust (the "Fund Expense AgreementReimbursed Up-Front Expenses")) pursuant to the Trust Reimbursement Agreement as specified in Schedule I hereof; (b) pay, or cause the Paying Agent to pay, out of the facility fee to be paid on the Issue Date to the Trust by the U.K. Company in connection with the investment by the Trust in the Debt Securities, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES TrUEPrS and the organization of the Trust other than Reimbursed Up-Front Expenses and certain fees and expenses of the Trust for the quarterly period ending January 14, 1999 ("Other Up-Front Expenses") as specified in Schedule I heretoII hereof; (bc) pay, or cause the Paying Agent to pay, all demands, bills and invoices for ongoing fees and expenses of the Trust (the "Ongoing Expenses") incurred by or on behalf of the Trust, including those specified in Schedule III for the quarterly dividend period commencing January 15, 1999, out of moneys paid payable to the Administrator pursuant to the Fund Trust Expense AgreementAgreement and, in the case of the fees and expenses of the Trust for the quarterly dividend period commencing January 15, 1999, also out of the facility fee referred to in clause (b) above, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1); (cd) instruct the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.62.06, 2.7 2.07, 7.02 and 2.8 7.03 and Article III of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (de) calculate on a quarterly basis the Trust's Estimated Expense and Cash Balance (each as defined in the Expense and Indemnity Agreement, dated as of November __, 1998 (the "Expense and Indemnity Agreement"), among the Trust, the U.K. Company, the Jersey Subsidiary, the Jersey Holding Company, the Jersey Charitable Trust and the ANZ Affiliate) and provide such calculations to the U.K. Company and the ANZ Affiliate pursuant to Section 5 of the Expense and Indemnity Agreement; (f) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (eg) pay give notice to the U.K. Company and the ANZ Affiliate of any claim for fees and expenses, including any indemnification expenses, pursuant to Sections 2 and 3 of the Expense and Indemnity Agreement, and pay, or cause the Paying Agent to pay, all demands, bills and invoices for such fees and expenses incurred by or on behalf of the Trust, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense and Indemnity Agreement, but in no event out of the Trust Estate and give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated as of ______ __, 1997 (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification ExpensesEstate; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(f) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) cause the legal and other professional advisors engaged pursuant to Section 2.2(f) to prepare and, as necessary, file any and all reports, returns and other documents as required under the Investment Company Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Internal Revenue Code of 1986, as amended, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns and other documents shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns and other documents; (i) at the request of the Trust and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trust, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (j) review on behalf of the Trust all notices, reports, certificates and other documents regarding the TrUEPrS and the Debt Securities; (k) make or cause to be made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trust; (l) in conjunction with the Trust, determine and publish (or cause to be determined and published), in such manner as the Trust shall direct in writing, the Trust's net asset value in accordance with Section 7.02(c) of the Trust Agreement and the Trust's policy as set forth in the Prospectus; and (m) as soon as reasonably practicable after the applicable Exchange Event, if any, notify DTC and publish (or cause to be published) a notice in The Wall Street Journal or another daily newspaper of national circulation in the United States stating the Exchange Date, whether American Depositary Receipts or cash, as applicable, will be delivered in exchange for the TrUEPrS and such other information as the Administrator deems advisable.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.2, 2.7 2.3 and 2.8 2.4 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder; (ii) have the power of the Trustees to sell the U.S. Contracts or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) payif so directed by the Sellers, or cause instruct the Paying Agent to pay, out of moneys paid from the amounts payable to the Administrator Sellers pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust EstateContracts, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause Securities and the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees costs and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit Trust; (k)(1)b) receive and pay invoices of the Trust; (c) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.2, 2.7 2.3 and 2.8 2.4 and Article III of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage on behalf of the Trust legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii) aboveof this Section 2.2; (e) when the Trust is required to select and engage an independent investment banking firm under a Contract, to perform services select and engage such a firm on behalf of the Trust, subject to the requirements of such Contract (including Section 8.1 thereof) and inform the Trustees promptly after making such selection and engagement; (ef) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, Agreement but in no event out of any assets of the Trust Estate Trust, except as provided in Section 2.2(a), and give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated Sellers (as of ______ __, 1997 (defined in the "Fund Indemnity Expense Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification ExpensesExpenses as provided in Section 2.4(b) of the Indemnity Agreement; (fg) instruct the Paying Agent to pay distributions on the Securities; (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and or the Investment Company Act (which are expected to consist of Schedules 14A in connection with any annual meeting of holders of Securities), (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Securities Exchange Act,”) (which are expected to include registration statements on Form N-8A and Form N-2, annual shareholder reports on Form N-CSR, quarterly schedules of portfolio holding on Form N-Q and semi-annual and annual reports on Forms NSAR-B and NSAR-A, respectively), or the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such notices, proxies, reports, communications, books, records, returns and other documents shall be that of the Trustees; and provided further, however, that the Administrator shall have no liability for the adequacy or accuracy of such notices, proxies, reports, communications, books, records, returns and other documents; (i) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (j) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contracts and the Treasury Securities; (k) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; (l) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust’s net asset value in accordance with the Trust’s policy as set forth in the Offering Memorandum; (m) provide sub-certifications to the Trustees as reasonably requested by the Trustees to meet their certification requirements to the Securities and Exchange Commission (the “Commission”) pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, or the rules and regulations of the Commission thereunder; and (n) timely prepare and file on behalf of the Trust all tax returns and other tax forms required to be filed by the Trust with any tax authority.

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1) (c) instruct instructing the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 2.7, 2.8 and 2.8 3.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (db) with the approval of the Trustees, engage engaging legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (ec) pay receiving all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Smitx Xxxxxx Xxx. and The Bank of New York (the "Fund Expense Agreement, ") but in no event out of any assets of the Trust Estate Trust, and give notice to Xxxxxxx Xxxxx and AMP Smitx Xxxxxx Xxx. pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __, 1997 the date hereof between Smitx Xxxxxx Xxx. and the Trust (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (fd) (i) keeping or causing to be kept all the books and records of the Trust (other than those to be kept by the Paying Agent), and (ii) preparing and, as necessary, mailing, filing or publishing, or, as appropriate, direct the Paying Agent or cause the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(b) to prepare and preparing and, as necessary, mail, file or publish, or, as appropriate, direct the Paying Agent to prepare publish any and mail, file or publish, any all notices, proxies, reports, statements tax returns and other communications and documents as required under the Trust Agreement, the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (e) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, instituting and prosecuting, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (f) receiving and reviewing on behalf of the Trust all notices, reports, certificates and other documents regarding the Contracts and the Treasury Securities; (g) make or cause to be mailed or published pursuant made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trustees; and (h) in conjunction with the Trustees, determining and publishing, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with Section 8.2(c) of the Trust Agreement and the Investment Company Act,Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trust: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __September , 1997, among AMPthe Contracting Stockholders, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1); (c) instruct the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay all demands, bills and invoices for expenses incurred by or on behalf of the Trust, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate and give notice to Xxxxxxx Xxxxx and AMP the Contracting Stockholders pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __September , 1997 (the "Fund Indemnity Agreement"), among the Trust, AMPthe Contracting Stockholders, and Xxxxxxx Xxxxx of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1) (c) instruct instructing the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 2.7, 2.8 and 2.8 3.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (db) with the approval of the Trustees, engage engaging legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (ec) pay receiving all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, Agreement dated the date hereof between Xxxxxxx Xxxxx Barney Inc. and The Bank of New York (the "FUND EXPENSE AGREEMENT") but in no event out of any assets of the Trust Estate Trust, and give notice to Xxxxxxx Xxxxx and AMP Xxxxxx Inc. pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __, 1997 the date hereof between Xxxxxxx Xxxxx Barney Inc. and the Trust (the "Fund Indemnity AgreementFUND INDEMNITY AGREEMENT"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (fd) (i) keeping or causing to be kept all the books and records of the Trust (other than those to be kept by the Paying Agent), (ii) preparing and, as necessary, mailing, filing or publishing, or, as appropriate, directing the Paying Agent or cause the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(b) to prepare and and, as necessary, mail, file or publish, or, as appropriate, direct the Paying Agent to prepare publish any and mail, file or publish, any all notices, proxies, reports, statements tax returns and other communications and documents as required under the Trust Agreement, the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc., and (iii) withholding amounts described in Section 8.2(b) of the Trust Agreement; (e) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, instituting and prosecuting, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (f) receiving and reviewing on behalf of the Trust all notices, reports, certificates and other documents regarding the Contracts and the Treasury Securities; (g) making or causing to be mailed or published pursuant made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trustees; and (h) in conjunction with the Trustees, determining and publishing, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with Section 8.2(c) of the Trust Agreement and the Investment Company Act,Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision supervi- sion of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1) (c) instruct the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 2.7, 2.8 and 2.8 3.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (db) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (ec) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Salomon Brothers Inc and The Bank of New York (the "Fund Expense Agreement, ") but in no event out of any assets of the Trust Estate Trust, and give notice to Xxxxxxx Xxxxx and AMP Salomon Brothers Inc pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __, 1997 the date hereof between Salomon Brothers Inc and the Trust (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) keep or cause to be kept all the legal books and records of the Trust (other professional advisors engaged pursuant than those to Section 2.2(dbe kept by the Paying Agent), and (ii) to prepare and and, as necessary, mail, file or publish, or, as appropriate, direct the Paying Agent or cause the legal and other professional advisors engaged pursuant to Section 2.2(b) to prepare and and, as necessary, mail, file or publish, publish any and all notices, proxies, reports, statements returns and other communications and documents as required under the Trust Agreement, the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (e) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (f) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contracts and the Treasury Securities; (g) make or cause to be mailed or published pursuant made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trustees; and (h) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with Section 8.2(c) of the Trust Agreement and the Investment Company Act,Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.2, 2.7 2.3, 2.4, 3.2, 3.3, 3.5, 8.1, 8.2 and 2.8 8.3 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) payif so directed by the Shareholder, or cause instruct the Paying Agent to pay, out of moneys paid from the amount payable to the Administrator Shareholder pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust EstateContract, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause Securities and the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees costs and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit Trust; (k)(1)b) receive and pay invoices of the Trust; (c) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.2, 2.7 2.3 and 2.8 2.4 and Article III of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage on behalf of the Trust legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii) aboveof this Section 2.2; (e) when the Trust is required to select and engage an independent investment banking firm under the Contract, to perform services select and engage such a firm on behalf of the Trust, subject to the requirements of the Contract (including Section 8.1 thereof) and inform the Trustees promptly after making such selection and engagement; (ef) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, Agreement but in no event out of any assets of the Trust Estate and Trust, except as provided in Section 2.2(a), give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated as of ______ __, 1997 (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx Shareholder of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification ExpensesExpenses as provided in Section 2.1(b) of the Indemnity Agreement and give all notices and take all actions on behalf of the Trust (and comply with the obligations applicable to the Trust) under the provisions of the Contract, including Sections 6.8 and 6.9 of the Contract; (fg) instruct the Paying Agent to pay distributions on the Securities; (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and or the Investment Company Act,, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (which shall include annual shareholder reports on Form N-CSR, quarterly schedules of portfolio holdings on Form N-Q, semi-annual and annual reports on Form N-SAR, an annual report of the Trust’s proxy voting record on Form N-PX, and fidelity bonds and related documents as provided in Rule 17g-1(g) under the Investment Company Act ), or the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such notices, proxies, reports, communications, books, records, returns and other documents shall be that of the Trustees; and provided further, however, that the Administrator shall have no liability for the adequacy or accuracy of such notices, proxies, reports, communications, books, records, returns and other documents; (i) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (j) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract, the Treasury Securities and the Parent Agreement, dated as of June 10, 2016, between the Trust and SoftBank Group Corp. (the “Parent Letter Agreement”); (k) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including the preparation of notices, proxies and minutes, subject to the approval of Trustees; (l) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust’s net asset value in accordance with the Trust’s policy as set forth in the Offering Circular; (m) provide sub-certifications to the Trustees as reasonably requested by the Trustees to meet their certification requirements to the Securities and Exchange Commission (the “Commission”) pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002, as amended, or the rules and regulations of the Commission thereunder; (n) in accordance with rules and regulations of the Commission, provide for the valuation of portfolio holdings of the Trust, including the appointment of third party valuators as necessary, in connection with preparing annual shareholder reports on Form N-CSR and for other purposes under the Investment Company Act and the Securities Exchange Act; (o) timely prepare and file on behalf of the Trust all tax returns and other tax forms required to be filed by the Trust with any tax authority in accordance with the Trust’s intended treatment as a grantor trust for U.S. federal, state and local income tax purposes, and give all notices and take all actions on behalf of the Trust (and comply with the obligations applicable to the Trust) under the provisions of the Contract, including Sections 6.8 and 6.9 of the Contract, in all instances subject to the provisions of the Contract; and (p) upon a written request by a Holder (including an intermediary or custodian that holds the Securities in a nominee capacity) which has established its ownership interest in the Securities to the satisfaction of the Administrator, provide to such Holder, within 20 days of receiving such request, a list identifying (a) the dates and amounts of the cash that was paid by the Trust to the Shareholder under the Contract and (b) the purchase price and purchase date of each Treasury Security that was acquired by the Trust. The Administrator’s provision of services under this Agreement shall in all instances be subject to the provisions of the Contract, including Sections 6.8 and 6.9 of the Contract, applicable to the Trust, and the Administrator shall comply with the obligations of the Trust thereunder.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event pay out of the Trust Estateassets of the Trust, the fees and expenses of the Trust incurred to the extent specified in connection with the offering Section 3.2 of the STRYPES as specified in Schedule I heretoTrust Agreement; (b) pay, or cause instruct the Paying Agent to payeffect the transactions set forth in Sections 2.3, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out 2.4 and 2.5 and Article III of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1)Agreement; (c) instruct when the Paying Agent on behalf Trust is required to select and engage an independent investment banking firm under the Contract, to select and engage such a firm, subject to the requirements of the Trust to take Contract (including Section 8.1 thereof) and inform the actions set forth in Sections 2.6, 2.7 Trustees promptly after making such selection and 2.8 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreementengagement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii2.2(iii) above, to perform services on behalf of the Trust; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Xxxxxxx, Sachs & Co., and The Chase Manhattan Bank (the "Fund Expense Agreement, ") but in no event out of any assets of the Trust Estate except as provided in paragraphs (a) and (b) hereof, and give notice to Xxxxxxx Xxxxx and AMP the Seller pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __, 1997 the date hereof between the Seller and the Trust (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such notices, proxies, reports, communications, books, records, returns and other documents shall be that of the Trustees; and provided further, however, that the Administrator shall have no liability for the adequacy or accuracy of such notices, proxies, reports, communications, books, records, returns and other documents; (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.2, 2.7 2.3, 2.4, 2.5, 3.2, 3.3, 8.1, 8.2 and 2.8 8.3 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder; (ii) have the power to sell any of the Trustees Trust’s assets, including the Contracts or the Treasury Securities, or instruct any other agent of the Trust to sell the U.S. Treasury Securities do so, except as provided in Section 2.8 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the The Administrator shall be responsible for rendering the following services to the Trustservices: (a) payIf so directed by a Shareholder, or cause instruct the Paying Agent to pay, out of moneys paid from the amount payable to the Administrator such Shareholder pursuant to the Fund Expense Agreementapplicable Contract, dated as such Shareholder’s Pro Rata Share of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause Securities and the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees costs and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit Trust; (k)(1)b) receive and pay invoices of the Trust; (c) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.2, 2.7 2.3 and 2.8 2.4, 8.2, 8.3 and Article III of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement, as applicable; (d) with the approval of the Trustees, engage on behalf of the Trust legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii) aboveof this Section 2.2; (e) when the Trust is required to select and engage an independent investment banking firm under the Contracts, to perform services select and engage such a firm on behalf of the Trust, subject to the requirements of the Contracts (including Section 8.1 thereof) and inform the Trustees promptly after making such selection and engagement; (ef) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, Agreement but in no event out of any assets of the Trust Estate and Trust, except as provided in Section 2.2(a), give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated as of ______ __, 1997 (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx each Shareholder of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification ExpensesExpenses as provided in Section 2.1(b) of the Indemnity Agreement and give all notices and take all actions on behalf of the Trust (and comply with the obligations applicable to the Trust) under the provisions of each of the Contracts; (fg) instruct the Paying Agent to pay distributions on the Securities; (h) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and or the Investment Company Act,, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (which shall include annual shareholder reports on Form N-CSR, quarterly schedules of portfolio holdings on Form N-Q, semi-annual and annual reports on Form N-SAR, an annual report of the Trust’s proxy voting record on Form N-PX, and fidelity bonds and related documents as provided in Rule 17g-1(g) under the Investment Company Act ), or the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such notices, proxies, reports, communications, books, records, returns and other documents shall be that of the Trustees; and provided further, however, that the Administrator shall have no liability for the adequacy or accuracy of such notices, proxies, reports, communications, books, records, returns and other documents; (i) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (j) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contracts and the Treasury Securities; (k) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including the preparation of notices, proxies and minutes, subject to the approval of Trustees; (l) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust’s net asset value in accordance with Section 8.2(c) of the Trust Agreement; (m) provide sub-certifications to the Trustees as reasonably requested by the Trustees to meet their certification requirements to the Securities and Exchange Commission (the “Commission”) pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, or the rules and regulations of the Commission thereunder; (n) in accordance with rules and regulations of the Commission, provide for the valuation of portfolio holdings of the Trust, including the appointment of third-party valuators as necessary, in connection with preparing annual shareholder reports on Form N-CSR and for other purposes under the Investment Company Act and the Exchange Act; (o) (A) timely prepare and file on behalf of the Trust all tax returns, report all taxable income, make any applicable tax withholdings and prepare and file other tax forms required to be filed by the Trust with any tax authority (i) in accordance with the Trust’s intended treatment as a grantor trust for U.S. federal, state and local income tax purposes and (ii) on a basis consistent with the characterization that the Shareholders are treated as the beneficial owners of the Collateral for all U.S. federal, state and local tax purposes, and (B)give all notices and take all actions on behalf of the Trust (and comply with the obligations applicable to the Trust) under the provisions of the Contracts in all instances subject to the provisions of the Contracts; and (p) upon a Holder’s written request to the Administrator at Global Corporate Trust Services, 000 X. 0xx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Telecopier No. (000) 000-0000, Attention: 2017 Mandatory Exchangeable Trust, a representative of the Administrator will (no later than twenty days after receiving the request) make available to such Holder information regarding the amount that the Trust paid for the Contracts and each Treasury Security. The Administrator’s provision of services under this Agreement shall in all instances be subject to the provisions of each of the Contracts applicable to the Trust, and the Administrator shall comply with the obligations of the Trust thereunder.

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1) (c) instruct instructing the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 2.7, 2.8 and 2.8 3.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (db) with the approval of the Trustees, engage engaging legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (ec) pay receiving all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Xxxxxxx Xxxxx Xxxxxx Inc. and The Bank of New York (the "Fund Expense Agreement, ") but in no event out of any assets of ---------------------- the Trust Estate Trust, and give notice to Xxxxxxx Xxxxx and AMP Barney Inc. pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __, 1997 the date hereof between Xxxxxxx Xxxxx Xxxxxx Inc. and the Trust (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification ------------------------ Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (fd) (i) keeping or causing to be kept all the books and records of the Trust (other than those to be kept by the Paying Agent), and (ii) preparing and, as necessary, mailing, filing or publishing, or, as appropriate, directing the Paying Agent or cause the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(b) to prepare and and, as necessary, mail, file or publish, or, as appropriate, direct the Paying Agent to prepare publish any and mail, file or publish, any all notices, proxies, reports, statements tax returns and other communications and documents as required under the Trust Agreement, the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (e) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, instituting and prosecuting, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (f) receiving and reviewing on behalf of the Trust all notices, reports, certificates and other documents regarding the Contracts and the Treasury Securities; (g) making or causing to be mailed or published pursuant made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trustees; and (h) in conjunction with the Trustees, determining and publishing, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with Section 8.2(c) of the Trust Agreement and the Investment Company Act,Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event pay out of the Trust Estate, Net Proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the offering of the STRYPES Securities as specified in Schedule I heretoto the Fund Expense Agreement; (b) pay, or cause instruct the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event pay out of the Trust Estate, Net Proceeds of the sale of the Securities the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1)I to the Fund Expense Agreement; (c) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Goldxxx, Xxchx & Xo., and [_______________] (the "Fund Expense Agreement, ") but in no event out of any assets of the Trust Estate except, as provided in paragraphs (a) and (b) hereof, and give notice to Xxxxxxx Xxxxx and AMP Goldxxx, Sachs & Co. pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __the date hereof between Goldxxx, 1997 Xxchx & Xo. and the Trustees (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,, (ii) keep all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract[S] or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) payif so directed by the Seller, or cause instruct the Paying Agent to pay, out of moneys paid from the amounts payable to the Administrator Seller pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust EstateContract[S], the fees and expenses of the Trust incurred in connection with the public offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause Securities and the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees costs and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1)Trust; (cb) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 and Article III of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (dc) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii2.2(iii) above; (d) when the Trust is required to select and engage an independent investment banking firm under the Contract[S], to perform services on behalf select and engage such a firm, subject to the requirements of the TrustContract[S] (including Section 8.1 thereof) and inform the Trustees promptly after making such selection and engagement; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, Agreement but in no event out of any assets of the Trust Estate Trust, except as provided in Section 2.2(a), and give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated Seller (as of ______ __, 1997 (defined in the "Fund Indemnity Expense Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification ExpensesExpenses as provided in Section 2.4(b) of the Indemnity Agreement; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and or the Investment Company Act,, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such notices, proxies, reports, communications, books, records, returns and other documents shall be that of the Trustees; and provided further, however, that the Administrator shall have no liability for the adequacy or accuracy of such notices, proxies, reports, communications, books, records, returns and other documents; (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract[S] and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the Contract or the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense AgreementAgreement dated the date hereof among the Contracting Stockholders, dated as of _______ __Merrxxx Xxxch, 1997Pierce, among AMP, Xxxxxxx Xxxxx Fennxx & Co., Inc. Xmitx Xxxorporated ("Xxxxxxx XxxxxMerrxxx Xxxcx") and xnd the Administrator (the "Fund Expense Agreement"), but in no event out of any assets of the Trust EstateTrust, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of any assets of the Trust EstateTrust, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1); (c) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay all demands, bills and invoices for expenses incurred by or on behalf of the Trust, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate and give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated as of ______ __, 1997 (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1) (c) instruct instructing the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 2.7, 2.8 and 2.8 3.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (db) with the approval of the Trustees, engage engaging legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (ec) pay receiving all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in Agreement dated the date hereof between Salomon Smith Barney Inc. and The Bank of New York (the "Fund Expenxx Xxxxxxxxx") xxx xn no event out of any assets of the Trust Estate Trust, and give notice to Xxxxxxx Xxxxx and AMP Salomon Smith Barney Inc. pursuant to the fund indemnity agreement dated as of ______ __, 1997 Fund Indemnity Agreement xxxxx xxx xxxe hereof between Salomon Smith Barney Inc. and the Trust (the "Fund Indemnity AgreementAgreemxxx"), among the Trust, AMP, and Xxxxxxx Xxxxx of any claim for ) xx xxx cxxxx xor Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (fd) (i) keeping or causing to be kept all the books and records of the Trust (other than those to be kept by the Paying Agent), (ii) preparing and, as necessary, mailing, filing or publishing, or, as appropriate, directing the Paying Agent or cause the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(b) to prepare and and, as necessary, mail, file or publish, or, as appropriate, direct the Paying Agent to prepare publish any and mail, file or publish, any all notices, proxies, reports, statements tax returns and other communications and documents as required under the Trust Agreement, the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc., and (iii) withholding amounts described in Section 8.2(b) of the Trust Agreement; (e) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, instituting and prosecuting, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (f) receiving and reviewing on behalf of the Trust all notices, reports, certificates and other documents regarding the Contracts and the Treasury Securities; (g) making or causing to be mailed or published pursuant made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trustees; and (h) in conjunction with the Trustees, determining and publishing, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with Section 8.2(c) of the Trust Agreement and the Investment Company Act,Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of effect the Trust take the actions matters set forth further in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Contract or the Treasury Securities except as provided in Section 2.8 Sections 2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) payif so directed by the Seller, or cause instruct the Paying Agent to pay, out of moneys paid from the amounts payable to the Administrator Seller pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust EstateContract, the fees and expenses of the Trust incurred in connection with the public offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause Securities and the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees costs and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1)Trust; (cb) instruct the Paying Agent on behalf of to effect the Trust to take the actions transactions set forth in Sections 2.62.3, 2.7 2.4 and 2.8 2.5 and Article III of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (dc) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in subject to clause 2.2 (iii2.2(iii) above; (d) when the Trust is required to select and engage an independent investment banking firm under the Contract, to perform services on behalf select and engage such a firm, subject to the requirements of the TrustContract (including Section 8.1 thereof) and inform the Trustees promptly after making such selection and engagement; (e) pay receive all demands, bills and invoices for expenses incurred by or on behalf of the Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, Agreement but in no event out of any assets of the Trust Estate Trust, except as provided in Section 2.2(a), and give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated Seller (as of ______ __, 1997 (defined in the "Fund Indemnity Expense Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification ExpensesExpenses as provided in Section 2.4(b) of the Indemnity Agreement; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements reports and other communications required to be mailed or published pursuant to the Trust Agreement and or the Investment Company Act,, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as necessary, file (or cause to be filed) any and all reports, returns and other documents as required under the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for (g) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (h) receive and review on behalf of the Trust all notices, reports, certificates and other documents regarding the Contract and the Treasury Securities; (i) make all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of Trustees; and (j) in conjunction with the Trustees, determine and publish, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with the Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the TrustTrustees, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 2.06 and 2.8 2.07 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust AgreementTrUEPrS; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trust: (a) pay, or cause the Paying Agent (as defined herein) to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co.Co, Inc. ("Xxxxxxx Xxxxx") ), out of the facility fee paid on the Issue Date to the Trust by the U.K. Company in connection with the investment by the Trust in the Debt Securities, but in no event out of the Trust Estate, certain fees and expenses of the Trust incurred by Xxxxxxx Xxxxx in connection with the offering of the TrUEPrS and the Administrator organization of the Trust (the "Fund Expense AgreementReimbursed Up-Front Expenses")) pursuant to the Trust Reimbursement Agreement as specified in Schedule I hereof; (b) pay, or cause the Paying Agent to pay, out of the facility fee to be paid on the Issue Date to the Administrator by the U.K. Company in connection with the investment by the Trust in the Debt Securities, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES TrUEPrS and the organization of the Trust other than Reimbursed Up-Front Expenses and certain fees and expenses of the Trust for the quarterly dividend period ending December 31, 1998 ("Other Up-Front Expenses") as specified in Schedule I heretoII hereof; (bc) pay, or cause the Paying Agent to pay, all demands, bills and invoices for ongoing fees and expenses of the Trust (the "Ongoing Expenses") incurred by or on behalf of the Trust, including those specified in Schedule III for the quarterly dividend period commencing December 31, 1998, out of moneys paid payable to the Administrator pursuant to the Fund Trust Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1); (cd) instruct the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.62.06, 2.7 2.07, 7.02 and 2.8 7.03 and Article III of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (de) calculate on a quarterly basis the Trust's Estimated Expense and Cash Balance (each as defined in the Expense and Indemnity Agreement, dated as of September __, 1998 (the "Expense and Indemnity Agreement"), among the Trust, the U.K. Company, the Jersey Subsidiary, the Jersey Holding Company, the Jersey Charitable Trust and the NAB Affiliate) and provide such calculations to the U.K. Company and the NAB Affiliate pursuant to Section 5 of the Expense and Indemnity Agreement; (f) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (eg) pay give notice to the U.K. Company and the NAB Affiliate of any claim for fees and expenses, including any indemnification expenses, pursuant to Sections 2 and 3 of the Expense and Indemnity Agreement, and pay, or cause the Paying Agent to pay, all demands, bills and invoices for such fees and expenses incurred by or on behalf of the Trust, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense and Indemnity Agreement, but in no event out of the Trust Estate and give notice to Xxxxxxx Xxxxx and AMP pursuant to the fund indemnity agreement dated as of ______ __, 1997 (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification ExpensesEstate; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(f) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act, (ii) keep (or cause to be kept) all the books and records of the Trust (other than those to be kept by the Paying Agent), and (iii) cause the legal and other professional advisors engaged pursuant to Section 2.2(f) to prepare and, as necessary, file any and all reports, returns and other documents as required under the Investment Company Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Internal Revenue Code of 1986, as amended, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns and other documents shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns and other documents; (i) at the request of the Trust and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, institute and prosecute, in accordance with the instructions of the Trust, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (j) review on behalf of the Trust all notices, reports, certificates and other documents regarding the TrUEPrS and the Debt Securities; (k) make or cause to be made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trust; (l) in conjunction with the Trust, determine and publish (or cause to be determined and published), in such manner as the Trust shall direct in writing, the Trust's net asset value in accordance with Section 7.02(c) of the Trust Agreement and the Trust's policy as set forth in the Prospectus; and (m) as soon as reasonably practicable after the applicable Exchange Event, if any, notify DTC and publish (or cause to be published) a notice in The Wall Street Journal or another daily newspaper of national circulation in the United States stating the Exchange Date, whether American Depositary Receipts or cash, as applicable, will be delivered in exchange for the TrUEPrS and such other information as the Administrator deems advisable.

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trustservices: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ __, 1997, among AMP, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1) (c) instruct instructing the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 2.7, 2.8 and 2.8 3.5 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (db) with the approval of the Trustees, engage engaging legal and other professional advisors, other than the Trust's independent public accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (ec) pay receiving all demands, bills and invoices for expenses incurred by or on behalf of the TrustTrust and pay the same, or cause causing the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement dated the date hereof between Salomon Brothers Inc and The Bank of New York (the "Fund Expense Agreement, ") but in no event out of any assets of the Trust Estate Trust, and give giving notice to Xxxxxxx Xxxxx and AMP Salomon Brothers Inc pursuant to the fund indemnity agreement Fund Indemnity Agreement dated as of ______ __, 1997 the date hereof between Salomon Brothers Inc and the Trust (the "Fund Indemnity Agreement"), among the Trust, AMP, and Xxxxxxx Xxxxx ) of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (fd) (i) cause keeping or causing to be kept all the books and records of the Trust (other than those to be kept by the Paying Agent), and (ii) preparing and, as necessary, mailing, filing or publishing, or, as appropriate, directing the Paying Agent or causing the legal and other professional advisors engaged pursuant to Section 2.2(d2.2(b) to prepare and mail, file or publish, orand, as appropriatenecessary, direct the Paying Agent to prepare and mail, file or publish, any and all notices, proxies, reports, statements reports and other communications and documents as required under the Trust Agreement, the Investment Company Act, the Securities Exchange Act of 1934, or the Code, or, as reasonably requested by the Trustees, under any other applicable laws, rules or regulations or otherwise; provided, however, that responsibility for the adequacy and accuracy of any such reports, returns, etc. shall be that of the Trustees and provided, further, that the Administrator shall have no liability for the adequacy or accuracy of such reports, returns, etc.; (e) at the request of the Trustees and upon being furnished with such reasonable security and indemnity against any related expense or liability as the Administrator may require, instituting and prosecuting, in accordance with the instructions of the Trustees, legal or other appropriate proceedings to enforce any and all rights and remedies of the Trust; (f) receiving and reviewing on behalf of the Trust all notices, reports, certificates and other documents regarding the Contracts and the Treasury Securities; (g) making or causing to be mailed or published pursuant made all necessary arrangements with respect to meetings of Trustees and meetings of Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to the approval of the Trustees; and (h) in conjunction with the Trustees, determining and publishing, in such manner as the Trustees shall direct in writing, the Trust's net asset value in accordance with Section 8.2(c) of the Trust Agreement and the Investment Company Act,Trust's policy as set forth in the Prospectus.

Services of Administrator. Subject to the supervision of the Trust, the Administrator shall on behalf of the Trust take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement, to the extent such responsibilities can lawfully be delegated to the Administrator; provided, however, that the Administrator shall not (i) render investment advisory services to the Trust as defined in the Investment Company Act or the Investment Advisers Act of 1940, as amended; (ii) have the power of the Trustees to sell the U.S. Treasury Securities except as provided in Section 2.8 of the Trust Agreement; or (iii) have the power to select the independent public accountants for the Trust. Additionally, the Administrator shall be responsible for rendering the following services to the Trust: (a) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, dated as of _______ April __, 1997, among AMPthe Contracting Stockholder, Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") and the Administrator (the "Fund Expense Agreement"), but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the offering of the STRYPES as specified in Schedule I hereto; (b) pay, or cause the Paying Agent to pay, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate, the fees and expenses of the Trust incurred in connection with the organization of the Trust as specified in Schedule II hereto; Exhibit (k)(1); (c) instruct the Paying Agent on behalf of the Trust to take the actions set forth in Sections 2.6, 2.7 and 2.8 of the Trust Agreement and to otherwise perform the duties of the Paying Agent referred to in the Trust Agreement; (d) with the approval of the Trustees, engage legal and other professional advisors, other than the Trust's independent accountants as provided in clause 2.2 (iii) above, to perform services on behalf of the Trust; (e) pay all demands, bills and invoices for expenses incurred by or on behalf of the Trust, or cause the Paying Agent to pay the same, out of moneys paid to the Administrator pursuant to the Fund Expense Agreement, but in no event out of the Trust Estate and give notice to Xxxxxxx Xxxxx and AMP the Contracting Stockholder pursuant to the fund indemnity agreement dated as of ______ __April , 1997 (the "Fund Indemnity Agreement"), among the Trust, AMPthe Contracting Stockholder, and Xxxxxxx Xxxxx of any claim for Indemnification Expenses (as defined in the Fund Indemnity Agreement) or any threatened claim for Indemnification Expenses; (f) (i) cause the legal and other professional advisors engaged pursuant to Section 2.2(d) to prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to prepare and mail, file or publish, any notices, proxies, reports, statements and other communications required to be mailed or published pursuant to the Trust Agreement and the Investment Company Act,