Common use of INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC Clause in Contracts

INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. a. Unless otherwise provided in this Agreement, First Union shall act only upon Proper Instructions. First Union may assume that any Proper Instructions received hereunder are not in any way inconsistent with any provision of the Articles or Declaration or By-Laws of the Fund or any vote or resolution of the Fund's Directors or Trustees, or any committee thereof. First Union shall be entitled to rely upon any Proper Instructions it actually receives pursuant to this Agreement and which it reasonably believes an Authorized Person has given. The Fund agrees that First Union shall incur no liability in acting in good faith upon Proper Instructions that First Union reasonably believes an Authorized Person has given to First Union. The Fund agrees to forward to First Union Proper Instructions confirming oral instructions by the close of business of the same day that the oral instructions are given to First Union. However, the Fund agrees that where First Union does not receive confirming Proper Instructions or receives contrary Proper Instructions, the validity or enforceability of transactions the oral instructions authorize and which First Union carries out shall not be affected. b. In accordance with instructions from the Fund, as accepted industry practice requires or as First Union may elect in effecting Proper Instructions, First Union shall be deemed to make a loan to the Fund, payable on demand, bearing interest at a rate it customarily charges for similar loans, when First Union advances cash or other Property, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities the Fund owes to First Union, or to any other party that has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property. c. The Fund agrees that test arrangements, authentication methods or other security devices to be used for Proper Instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of the arrangements, methods or devices as First Union may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which First Union makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage First Union or the Fund incurs as a result of First Union's acting in accordance with instructions from any -------------------------------------------------------------------------------- 13 unauthorized person using the proper security device unless the loss, liability or damage was incurred as a result of First Union's negligence or willful misconduct. First Union may, but is not obligated to, electronically record any instructions given by telephone and any other telephone discussions about the Account. [IF FIRST UNION HAS A COMPUTER NETWORK TO WHICH THE FUND HAS ACCESS: In the event that the Fund uses First Union's [name of system or network], the Fund agrees that First Union is not responsible for the consequences of the failure of the [system or network] to perform for any reason, beyond the reasonable control of First Union, or the failure of any communications carrier, utility, or communications network. In the event the [system or network] is inoperable, the Fund agrees that it will accept the communication of transaction instructions by telephone, facsimile transmission on equipment compatible to First Union's facsimile receiving equipment or by letter, at no less or additional charge to the Fund.]

INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. a. Unless otherwise provided in this Agreement, First Union Chase shall act only upon Proper Written Instructions. First Union Chase may assume that any Proper Written Instructions received hereunder are not in any way inconsistent with any provision of the Articles or Declaration or By-Laws of the Fund Company or any vote or resolution of the FundCompany's Directors or TrusteesDirectors, or any committee thereof. First Union Chase shall be entitled to rely upon any Proper Written Instructions it actually receives received by Chase pursuant to this Agreement and which it reasonably believes an Authorized Person has givenAgreement. The Fund Company agrees that First Union Chase shall incur no liability in acting in good faith upon Proper Written Instructions that First Union reasonably believes an Authorized Person has given to First UnionChase. The Fund agrees to forward to First Union Proper Instructions confirming oral instructions by the close of business of the same day that the oral instructions are given to First Union. However, the Fund agrees that where First Union does not receive confirming Proper Instructions or receives contrary Proper Instructions, the validity or enforceability of transactions the oral instructions authorize and which First Union carries out shall not be affected. b. In accordance accord with instructions from the FundCompany, as required by accepted industry practice requires or as First Union Chase may elect in effecting Proper Instructionsthe execution of Company instructions, First Union shall be deemed to make a loan to the Fund, payable on demand, bearing interest at a rate it customarily charges for similar loans, when First Union advances of cash or other PropertyProperty made by Chase, arising from the purchase, sale, redemption, transfer or other disposition of Property of the FundCompany, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities owed to Chase by the Fund owes to First UnionCompany, or to any other party that which has secured judgment in a court of law against the Fund Company which creates an overdraft in the accounts or over-delivery of Property. c. Property shall be deemed a loan by Chase to the Company, payable on demand, bearing interest at such rate customarily charged by Chase for similar loans. The Fund Company agrees that test arrangements, authentication methods or other security devices to be used for Proper Instructions with respect to instructions which the Fund Company may give by telephone, telex, TWX, facsimile transmissionfacsimile, bank wire or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of the arrangements, methods or devices as First Union may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which First Union makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage First Union or the Fund incurs as a result of First Union's acting in accordance with instructions from any -------------------------------------------------------------------------------- 13 unauthorized person using the proper security device unless the loss, liability or damage was incurred as a result of First Union's negligence or willful misconduct. First Union may, but is not obligated to, electronically record any instructions given by telephone and any other telephone discussions about the Account. [IF FIRST UNION HAS A COMPUTER NETWORK TO WHICH THE FUND HAS ACCESS: In the event that the Fund uses First Union's [name of system or network], the Fund agrees that First Union is not responsible for the consequences of the failure of the [system or network] to perform for any reason, beyond the reasonable control of First Union, or the failure of any communications carrier, utility, or communications network. In the event the [system or network] is inoperable, the Fund agrees that it will accept the communication of transaction instructions by telephone, facsimile transmission on equipment compatible to First Union's facsimile receiving equipment or by letter, at no less or additional charge to the Fund.]accordance

INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. a. (a) Unless otherwise provided in this Agreement, First Union Chase shall act only upon Proper Instructions. First Union Chase may assume that any Proper Instructions received hereunder are not in any way inconsistent with any provision of the Articles or Declaration or By-Laws of the Fund or any vote or resolution of the Fund's Board of Directors or Trustees, or any committee thereof. First Union Chase shall be entitled to rely upon any Proper Instructions it actually receives received by Chase pursuant to this Agreement and which it reasonably believes an Authorized Person has givenAgreement. The Fund agrees that First Union Chase shall incur no liability in acting in good faith upon for following Proper Instructions that First Union reasonably believes an Authorized Person has given to First Union. The Fund agrees to forward to First Union Proper Instructions confirming oral instructions by the close of business of the same day that the oral instructions are given to First Union. However, the Fund agrees that where First Union does not receive confirming Proper Instructions or receives contrary Proper Instructions, the validity or enforceability of transactions the oral instructions authorize and which First Union carries out shall not be affected. b. Chase.. In accordance accord with instructions from the Fund, as required by accepted industry practice requires or as First Union Chase may elect in effecting Proper Instructionsthe execution of Fund instructions, First Union shall be deemed to make a loan to the Fund, payable on demand, bearing interest at a rate it customarily charges for similar loans, when First Union advances of cash or other PropertyProperty made by Chase, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities owed to Chase by the Fund owes to First UnionFund, or to any other party that which has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property, shall be deemed a loan by Chase to the Fund, payable on demand, bearing interest at such rate customarily charged by Chase for similar loans. c. (b) The Fund agrees that test arrangements, authentication methods or other security devices to be used for Proper Instructions with respect to instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess, or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of the such arrangements, methods or devices as First Union Chase may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which First Union Chase makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage First Union incurred by Chase or by the Fund incurs as a result of First UnionChase's acting in accordance with instructions from any -------------------------------------------------------------------------------- 13 unauthorized person using the proper security device device, unless the loss, liability or damage was incurred as such unauthorized use is a result of First UnionChase's negligence or willful misconduct. First Union mayChase may electronically record, but is shall not be obligated toto so record, electronically record any instructions given by telephone and any other telephone discussions about with respect to the AccountFund. [IF FIRST UNION HAS A COMPUTER NETWORK TO WHICH THE FUND HAS ACCESS: In the event that the Fund uses First UnionChase's [name of Asset Management system or network]any successor electronic communications or information system, the Fund agrees that First Union Chase is not responsible for the consequences of the failure of the [that system or network] to perform for any reason, beyond the reasonable control of First UnionChase, or the failure of any communications carrier, utility, or communications network. In the event the [that system or network] is inoperable, the Fund agrees that it will accept the communication of transaction instructions by telephone, facsimile transmission on equipment compatible to First UnionChase's facsimile receiving equipment or by letter, at no less or additional charge to the Fund.] (c) Chase shall transmit promptly to the Fund all written information received by Chase's Corporate Actions Department from issuers of the securities being held for the Fund. With respect to tender or exchange offers, Chase shall transmit promptly by facsimile to the Fund all written information received by Chase's Corporate Actions Department from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify Chase's Corporate Actions Department at least three business days prior to the date on which Chase is to take such action or upon the date such notification is first received by the Fund, if later. If any Property registered in the name of a nominee of Chase is called for partial redemption by the issuer of such property, Chase is authorized to allot the called portion to the respective beneficial holders of the Property in such manner deemed to be fair and equitable by Chase in its sole discretion.

INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. a. Unless otherwise provided in this Agreement, First Union shall act only upon Proper Instructions. First Union may assume that any Proper Instructions received hereunder are not in any way inconsistent with any provision of the Articles or Declaration or By-Laws of the Fund or any vote or resolution of the Fund's Directors or Trustees, or any committee thereof. First Union shall be entitled to rely upon any Proper Instructions it actually receives pursuant to this Agreement and which it reasonably believes an Authorized Person has given. The Fund agrees that First Union shall incur no liability in acting in good faith upon Proper Instructions that First Union reasonably believes an Authorized Person has given to First Union. The Fund agrees to forward to First Union Proper Instructions confirming oral instructions by the close of business of the same day that the oral instructions are given to First Union. However, the Fund agrees that where First Union does not receive confirming Proper Instructions or receives contrary Proper Instructions, the validity or enforceability of transactions the oral instructions authorize and which First Union carries out shall not be affected. b. In accordance with instructions from the Fund, as accepted industry practice requires or as First Union may elect in effecting Proper Instructions, First Union shall be deemed to make a loan to the Fund, payable on demand, bearing interest at a rate it customarily charges for similar loans, when First Union advances cash or other Property, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities the Fund owes to First Union, or to any other party that has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property. c. The Fund agrees that test arrangements, authentication methods or other security devices to be used for Proper Instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of the arrangements, methods or devices as First Union may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which First Union makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage First Union or the Fund incurs as a result of First Union's acting in accordance with instructions from any -------------------------------------------------------------------------------- 13 unauthorized person using the proper security device unless the loss, liability or damage was incurred as a result of First Union's negligence or willful misconduct. First Union may, but is not obligated to, electronically record any instructions given by telephone and any other telephone discussions about the Account. [IF FIRST UNION HAS A COMPUTER NETWORK TO WHICH THE FUND HAS ACCESS: In the event that the Fund uses First Union's [name of system or network]SEI Trust System, the Fund agrees that First Union is not responsible for the consequences of the failure of the [system SEI Trust System or network] network to perform for any reason, beyond the reasonable control of First Union, or the failure of any communications carrier, utility, or communications network. In the event the [system SEI Trust System or network] network is inoperable, the Fund agrees that it will accept the communication of transaction instructions by telephone, facsimile transmission on equipment compatible to First Union's facsimile receiving equipment or by letter, at no less or additional charge to the Fund.]

INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. a. Unless otherwise provided in this Agreement, First Union U.S. Trust shall act only upon Proper Written Instructions. First Union U.S. Trust may assume that any Proper Written Instructions received hereunder are not in any way inconsistent with any provision of the Articles or Declaration or By-Laws of the Fund or any vote or resolution of the Fund's Directors or Trustees’s Directors, or any committee thereof. First Union U.S. Trust shall be entitled to rely upon any Proper Written Instructions it actually receives received by U.S. Trust pursuant to this Agreement and which it reasonably believes an Authorized Person has givenAgreement. The Fund agrees that First Union U.S. Trust shall incur no liability in acting in good faith upon Proper Written Instructions that First Union reasonably believes an Authorized Person has given to First UnionU.S. Trust. The Fund agrees to forward to First Union Proper Instructions confirming oral instructions by the close of business of the same day that the oral instructions are given to First Union. However, the Fund agrees that where First Union does not receive confirming Proper Instructions or receives contrary Proper Instructions, the validity or enforceability of transactions the oral instructions authorize and which First Union carries out shall not be affected. b. In accordance accord with instructions from the Fund, as required by accepted industry practice requires or as First Union U.S. Trust may elect in effecting Proper Instructionsthe execution of Fund instructions, First Union shall be deemed to make a loan to the Fund, payable on demand, bearing interest at a rate it customarily charges for similar loans, when First Union advances of cash or other PropertyProperty made by U.S. Trust, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities owed to U.S. Trust by the Fund owes to First UnionFund, or to any other party that which has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property. c. Property shall be deemed a loan by U.S. Trust to the Fund, payable on demand, bearing interest at such rate customarily charged by U.S. Trust for similar loans. The Fund agrees that test arrangements, authentication methods or other security devices to be used for Proper Instructions with respect to instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of the such arrangements, methods or devices as First Union U.S. Trust may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which First Union U.S. Trust makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage First Union incurred by U.S. Trust or by the Fund incurs as a result of First Union's U.S. Trust’s acting in accordance with instructions from any -------------------------------------------------------------------------------- 13 unauthorized person using the proper security device unless the such loss, liability or damage was incurred as a result of First Union's U.S. Trust’s negligence or willful misconduct. First Union mayU.S. Trust may electronically record, but is shall not be obligated toto so record, electronically record any instructions given by telephone and any other telephone discussions about with respect to the Account. [IF FIRST UNION HAS A COMPUTER NETWORK TO WHICH THE FUND HAS ACCESS: In the event that the Fund uses First Union's [name of system or network]U.S. Trust’s Asset Management System (“AMS”), the Fund agrees that First Union U.S. Trust is not responsible for the consequences of the failure of the [system or network] AMS to perform for any reason, beyond the reasonable control of First UnionU.S. Trust, or the failure of any communications carrier, utility, or communications network. In the event the [system or network] AMS is inoperable, the Fund agrees that it will accept the communication of transaction instructions by telephone, facsimile transmission on equipment compatible to First Union's U.S. Trust’s facsimile receiving equipment or by letter, at no less or additional charge to the Fund.]

INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. a. Unless otherwise provided in this Agreement, First Union Wachovia shall act only upon Proper Instructions. First Union Wachovia may assume that any Proper Instructions received hereunder are not in any way inconsistent with any provision of the Articles or Declaration or By-Laws of the Fund or any vote or resolution of the Fund's Directors or Trustees, or any committee thereof. First Union Wachovia shall be entitled to rely upon any Proper Instructions it actually receives pursuant to this Agreement and which it reasonably believes an Authorized Person has given. The Fund agrees that First Union Wachovia shall incur no liability in acting in good faith upon Proper Instructions that First Union Wachovia reasonably believes an Authorized Person has given to First UnionWachovia. The Fund agrees to forward to First Union Wachovia Proper Instructions confirming oral instructions by the close of business of the same day that the oral instructions are given to First UnionWachovia. However, the Fund agrees that where First Union Wachovia does not receive confirming Proper Instructions or receives contrary Proper Instructions, the validity or enforceability of transactions the oral instructions authorize and which First Union Wachovia carries out shall not be affected. b. In accordance with instructions from the Fund, as accepted industry practice requires or as First Union Wachovia may elect in effecting Proper Instructions, First Union Wachovia shall be deemed to make a loan to the Fund, payable on demand, bearing interest at a rate it customarily charges for similar loans, when First Union Wachovia advances cash or other Property, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities the Fund owes to First UnionWachovia, or to any other party that has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property. c. The Fund agrees that test arrangements, authentication methods or other security devices to be used for Proper Instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of the arrangements, methods or devices as First Union Wachovia may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which First Union Wachovia makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage First Union Wachovia or the Fund incurs as a result of First UnionWachovia's acting in accordance with instructions from any -------------------------------------------------------------------------------- 13 unauthorized person using the proper security device unless the loss, liability or damage was incurred as a result of First UnionWachovia's negligence or willful misconduct. First Union Wachovia may, but is not obligated to, electronically record any instructions given by telephone and any other telephone discussions about the Account. [IF FIRST UNION WACHOVIA HAS A COMPUTER NETWORK TO WHICH THE FUND HAS ACCESS: In the event that the Fund uses First Union's IN THE EVENT THAT THE FUND USES WACHOVIA'S [name of system or networkNAME OF SYSTEM OR NETWORK], the Fund agrees that First Union is not responsible for the consequences of the failure of the THE FUND AGREES THAT WACHOVIA IS NOT RESPONSIBLE FOR THE CONSEQUENCES OF THE FAILURE OF THE [system or networkSYSTEM OR NETWORK] to perform for any reasonTO PERFORM FOR ANY REASON, beyond the reasonable control of First UnionBEYOND THE REASONABLE CONTROL OF WACHOVIA, or the failure of any communications carrierOR THE FAILURE OF ANY COMMUNICATIONS CARRIER, utilityUTILITY, or communications networkOR COMMUNICATIONS NETWORK. In the event the IN THE EVENT THE [system or networkSYSTEM OR NETWORK] is inoperableIS INOPERABLE, the Fund agrees that it will accept the communication of transaction instructions by telephoneTHE FUND AGREES THAT IT WILL ACCEPT THE COMMUNICATION OF TRANSACTION INSTRUCTIONS BY TELEPHONE, facsimile transmission on equipment compatible to First Union's facsimile receiving equipment or by letterFACSIMILE TRANSMISSION ON EQUIPMENT COMPATIBLE TO WACHOVIA'S FACSIMILE RECEIVING EQUIPMENT OR BY LETTER, at no less or additional charge to the FundAT NO LESS OR ADDITIONAL CHARGE TO THE FUND.]

INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. a. Unless otherwise provided in this Agreement, First Union Wachovia shall act only upon Proper Instructions. First Union Wachovia may assume that any Proper Instructions received hereunder are not in any way inconsistent with any provision of the Articles or Declaration or By-Laws of the Fund or any vote or resolution of the Fund's Directors or TrusteesBoard of Directors, or any committee thereof. First Union Wachovia shall be entitled to rely upon any Proper Instructions it actually receives pursuant to this Agreement and which it reasonably believes an Authorized Person has given. The Fund agrees that First Union Wachovia shall incur no liability in acting in good faith upon Proper Instructions that First Union Wachovia reasonably believes an Authorized Person has given to First UnionWachovia. The Fund agrees to forward to First Union Wachovia Proper Instructions confirming oral instructions by the close of business of the same day that the oral instructions are given to First UnionWachovia. However, the Fund agrees that where First Union Wachovia does not receive confirming Proper Instructions or receives contrary Proper Instructions, the validity or enforceability of transactions the oral instructions authorize and which First Union Wachovia carries out shall not be affected. b. In accordance with instructions from the Fund, as accepted industry practice requires or as First Union Wachovia may elect in effecting Proper Instructions, First Union Wachovia shall be deemed to make a loan to the Fund, payable on demand, bearing interest at a rate it customarily charges for similar loans, when First Union Wachovia advances cash or other Property, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities the Fund owes to First UnionWachovia, or to any other party that has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property. c. The Fund agrees that test arrangements, authentication methods or other security devices to be used for Proper Instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of the arrangements, methods or devices as First Union Wachovia may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which First Union Wachovia makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage First Union Wachovia or the Fund incurs as a result of First UnionWachovia's acting in accordance with instructions from any -------------------------------------------------------------------------------- 13 unauthorized person using the proper security device unless the loss, liability or damage was incurred as a result of First UnionWachovia's negligence or willful misconduct. First Union Wachovia may, but is not obligated to, electronically record any instructions given by telephone and any other telephone discussions about the Account. [IF FIRST UNION HAS A COMPUTER NETWORK TO WHICH THE FUND HAS ACCESS: In the event that the Fund uses First UnionWachovia's [name of system or network]PortfolioVision system, the Fund agrees that First Union Wachovia is not responsible for the consequences of the failure of the [system or network] to perform for any reason, beyond the reasonable control of First UnionWachovia, or the failure of any communications carrier, utility, or communications network. In the event the [system or network] is inoperable, the Fund agrees that it will accept the communication of transaction instructions by telephone, facsimile transmission on equipment compatible to First UnionWachovia's facsimile receiving equipment or by letter, at no less or additional charge to the Fund.]

INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. a. Unless otherwise provided in this Agreement, First Union shall act only upon Proper Instructions. First Union may assume that any Proper Instructions received hereunder are not in any way inconsistent with any provision of the Articles or Declaration or By-Laws of the Fund or any vote or resolution of the Fund's Directors or Trustees, or any committee thereof. First Union shall be entitled to rely upon any Proper Instructions it actually receives pursuant to this Agreement and which it reasonably believes an Authorized Person has given. The Fund agrees that First Union shall incur no liability in acting in good faith upon Proper Instructions that First Union reasonably believes an Authorized Person has given to First Union. The Fund agrees to forward to First Union Proper Instructions confirming oral instructions by the close of business of the same day that the oral instructions are given to First Union. However, the Fund agrees that where First Union does not receive confirming Proper Instructions or receives contrary Proper Instructions, the validity or enforceability of transactions the oral instructions authorize and which First Union carries out shall not be affected. b. In accordance with instructions from the Fund, as accepted industry practice requires or as First Union may elect in effecting Proper Instructions, First Union shall be deemed to make a loan to the Fund, payable on demand, bearing interest at a rate it customarily charges for similar loans, when First Union advances cash or other Property, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities the Fund owes to First Union, or to any other party that has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property. c. The Fund agrees that test arrangements, authentication methods or other security devices to be used for Proper Instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of the arrangements, methods or devices as First Union may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which First Union makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage First Union or the Fund incurs as a result of First Union's acting in accordance with instructions from any -------------------------------------------------------------------------------- 13 unauthorized person using the proper security device unless the loss, liability or damage was incurred as a result of First Union's negligence or willful misconduct. First Union may, but is not obligated to, electronically record any instructions given by telephone and any other telephone discussions about the Account. [IF FIRST UNION HAS A COMPUTER NETWORK TO WHICH THE FUND HAS ACCESS: In the event that the Fund uses First Union's [name of system or network], the Fund agrees that First Union is not responsible for the consequences of the failure of the [system or network] to perform for any reason, beyond the reasonable control of First Union, or the failure of any communications carrier, utility, or communications network. In the event the [system or network] is inoperable, the Fund agrees that it will accept the communication of transaction instructions by telephone, facsimile transmission on equipment compatible to First Union's facsimile receiving equipment or by letter, at no less or additional charge to the Fund.]

INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. a. (a) Unless otherwise provided in this Agreement, First Union Chase shall act only upon Proper Instructions. First Union Chase may assume that any Proper Instructions received hereunder are not in any way inconsistent with any provision of the Articles or Declaration or By-Laws of the Fund or any vote or resolution of the Fund's Board of Directors or Trustees, or any committee thereof. First Union Chase shall be entitled to rely upon any Proper Instructions it actually receives received by Chase pursuant to this Agreement and which it reasonably believes an Authorized Person has givenAgreement. The Fund agrees that First Union Chase shall incur no liability in acting in good faith upon Proper Instructions that First Union reasonably believes an Authorized Person has given to First UnionChase, except to the extent such liability was incurred as a result of Chase's negligence or willful misconduct. The Fund agrees to forward to First Union Proper Instructions confirming oral instructions by the close of business of the same day that the oral instructions are given to First Union. However, the Fund agrees that where First Union does not receive confirming Proper Instructions or receives contrary Proper Instructions, the validity or enforceability of transactions the oral instructions authorize and which First Union carries out shall not be affected. b. In accordance accord with instructions from the Fund, as required by accepted industry practice requires or as First Union Chase may elect in effecting Proper Instructionsthe execution of Fund instructions, First Union shall be deemed to make a loan to the Fund, payable on demand, bearing interest at a rate it customarily charges for similar loans, when First Union advances of cash or other PropertyProperty made by Chase, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities owed to Chase by the Fund owes to First UnionFund, or to any other party that which has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property, shall be deemed a loan by Chase to the Fund, payable on demand, bearing interest at such rate customarily charged by Chase for similar loans. c. (b) The Fund agrees that test arrangements, authentication methods or other security devices to be used for Proper Instructions with respect to instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess, or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of the such arrangements, methods or devices as First Union Chase may put into effect and modify from time to time. The Fund shall safeguard any test keys, identification codes or other security devices which First Union Chase makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage First Union incurred by Chase or by the Fund incurs as a result of First UnionChase's acting in accordance with instructions from any -------------------------------------------------------------------------------- 13 unauthorized person using the proper security device unless except to the extent such loss, liability or damage was incurred as a result of First UnionChase's negligence or willful misconduct. First Union mayChase may electronically record, but is shall not be obligated toto so record, electronically record any instructions given by telephone and any other telephone discussions about with respect to the AccountFund. [IF FIRST UNION HAS A COMPUTER NETWORK TO WHICH THE FUND HAS ACCESS: In the event that the Fund uses First UnionChase's [name of Asset Management system or network]any successor electronic communications or information system, the Fund agrees that First Union Chase is not responsible for the consequences of the failure of the [that system or network] to perform for any reason, beyond the reasonable control of First UnionChase, or the failure of any communications carrier, utility, or communications network. In the event the [that system or network] is inoperable, the Fund agrees that it will accept the communication of transaction instructions by telephone, facsimile transmission on equipment compatible to First UnionChase's facsimile receiving equipment or by letter, at no less or additional charge to the Fund.] (c) Chase shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by Chase from issuers of the securities being held for the Fund. With respect to tender or exchange offers, Chase shall transmit promptly by facsimile to the Fund all written information received by Chase from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify Chase at least three business days prior to the date on which Chase is to take such action or upon the date such notification is first received by the Fund, if later. If any Property registered in the name of a nominee of Chase is called for partial redemption by the issuer of such property, Chase is authorized to allot the called portion to the respective beneficial holders of the Property in such manner deemed to be fair and equitable by Chase in its sole discretion.

INSTRUCTIONS CONSISTENT WITH THE ARTICLES, ETC. a. Unless otherwise provided in this Agreement, First Union Wachovia shall act only upon Proper Instructions. First Union Wachovia may assume that any Proper Instructions received hereunder are not in any way inconsistent with any provision of the Articles or Declaration of Trust or By-Laws of the Fund Trust or any vote or resolution of the Fund's Directors or Trustees, or any committee thereof. First Union Wachovia shall be entitled to rely upon any Proper Instructions it actually receives pursuant to this Agreement and which it reasonably believes an Authorized Person has given. The Fund Trust agrees that First Union Wachovia shall incur no liability in acting in good faith upon Proper Instructions that First Union Wachovia reasonably believes an Authorized Person has given to First UnionWachovia. The Each Fund agrees to forward to First Union Wachovia Proper Instructions confirming or disavowing oral instructions by the close of business of the same day that the oral instructions are given to First UnionWachovia. However, the each Fund agrees that where First Union Wachovia does not receive confirming Proper Instructions or receives contrary Proper Instructions, the validity or enforceability of transactions the oral instructions authorize and which First Union Wachovia carries out shall not be affected. b. In accordance with instructions from the a Fund, as accepted industry practice requires or as First Union Wachovia may elect in effecting Proper Instructions, First Union Wachovia shall be deemed to make a loan to the Fund, payable on demand, bearing interest at a rate it customarily charges for similar loans, when First Union Wachovia advances cash or other Property, arising from the purchase, sale, redemption, transfer or other disposition of Property of the Fund, or in connection with the disbursement of funds to any party, or in payment of fees, expenses, claims or liabilities the Fund owes to First UnionWachovia, or to any other party that has secured judgment in a court of law against the Fund which creates an overdraft in the accounts or over-delivery of Property. c. The Each Fund agrees that test arrangements, authentication methods or other security devices to be used for Proper Instructions which the Fund may give by telephone, telex, TWX, facsimile transmission, bank wire or through an electronic instruction system, shall be processed in accordance with terms and conditions for the use of the arrangements, methods or devices as First Union Wachovia may put into effect and modify from time to time. The Each Fund shall safeguard any test keys, identification codes or other security devices which First Union Wachovia makes available to the Fund and agrees that the Fund shall be responsible for any loss, liability or damage First Union Wachovia or the Fund incurs as a result of First UnionWachovia's acting in accordance with instructions from any -------------------------------------------------------------------------------- 13 unauthorized person using the proper security device unless the loss, liability or damage was incurred as a result of First UnionWachovia's negligence or willful misconduct. First Union Wachovia may, but is not obligated to, electronically record any instructions given by telephone and any other telephone discussions about the Account. [IF FIRST UNION HAS A COMPUTER NETWORK TO WHICH THE FUND HAS ACCESS: In the event that the a Fund uses First Union's [name of system or network]electronic means to communicate transaction instructions to Wachovia, the each Fund agrees that First Union Wachovia is not responsible for the consequences of the failure of the [any system or network] network to perform for any reason, beyond the reasonable control of First UnionWachovia, or the failure of any communications carrier, utility, or communications network. In the event the [any such system or network] network is inoperable, the Fund agrees that it will accept send the communication of transaction instructions by telephone, facsimile transmission on equipment compatible to First UnionWachovia's facsimile receiving equipment or by letter, at no less or additional charge to the Fund.]