exv10w01






Exhibit 10.01




ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENT




          THIS AGREEMENT is made as of      , 2008 by and between SUPERFUND, GOLD L.P., a Delaware
limited partnership (the “Partnership”), and PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a
Massachusetts corporation (“PNC”). Capitalized terms not otherwise defined shall have the
meanings set forth in Appendix A.




BACKGROUND




          The Partnership wishes to retain PNC to provide administration, accounting and investor
services provided for herein, and PNC wishes to furnish such services.




          NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
and intending to be legally bound hereby, the parties hereto agree as follows:



1. Appointment. The Partnership hereby appoints PNC to provide administration, accounting
and investor services in accordance with the terms set forth in this Agreement. PNC accepts such
appointment and agrees to furnish such services. PNC shall be under no duty to take any action
hereunder on behalf of the Partnership except as specifically set forth herein or as may be
specifically agreed to by PNC and the Partnership in a written amendment hereto. PNC shall not
bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party
service providers engaged by the Partnership or by any other third party service provider to the
Partnership.




2. Instructions.




          (a) Unless otherwise provided in this Agreement, PNC shall act only upon Oral Instructions or
Written Instructions.




          (b) PNC shall be entitled to rely upon any Oral Instruction or Written Instruction it receives
from an Authorized Person (or from a person reasonably believed by PNC to be an Authorized Person)
pursuant to this Agreement. PNC may assume that any Oral Instruction or Written Instruction
received hereunder is not in any way inconsistent with the provisions of the Partnership’s offering
or organizational documents or this Agreement or of any vote, resolution or proceeding of the
Partnership’s General Partner or Limited Partners, unless and until PNC receives Written
Instructions to the contrary.




          (c) The Partnership agrees to forward to PNC Written Instructions confirming Oral Instructions
(except where such Oral Instructions are given by PNC or its affiliates) so that PNC receives the
Written Instructions as promptly as practicable and in any event by the close of business on the
day after such Oral Instructions are received. The fact that such confirming Written Instructions
are not received by PNC or differ from the Oral Instructions shall in no way




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invalidate the transactions or enforceability of the transactions authorized by the Oral
Instructions or PNC’s ability to rely upon such Oral Instructions.




3. Right to Receive Advice.




          (a) Advice of the Partnership. If PNC is in doubt as to any action it should or
should not take, PNC may request directions or advice, including Oral Instructions or Written
Instructions, from the Partnership.




          (b) Advice of Counsel. If PNC shall be in doubt as to any question of law pertaining
to any action it should or should not take, PNC may request advice from counsel of its own choosing
(who may be counsel for the Partnership, the General Partner or PNC, at the option of PNC).




          (c) Conflicting Advice. In the event of a conflict between directions or advice or
Oral Instructions or Written Instructions PNC receives from the Partnership and the advice PNC
receives from counsel, PNC may rely upon and follow the advice of counsel.




          (d) No Obligation to Seek Advice. Nothing in this section shall be construed so as to
impose an obligation upon PNC to seek such directions or advice or Oral Instructions or Written
Instructions.




4. Records; Visits.




          (a) The books and records pertaining to the Partnership which are in the possession or under
the control of PNC shall be the property of the Partnership. The Partnership and Authorized
Persons shall have access to such books and records at all times during PNC’s normal business
hours. Upon the reasonable request of the Partnership, copies of any such books and records shall
be provided by PNC to the Partnership or to an Authorized Person, at the Partnership’s expense.
Any such books or records may be maintained in the form of electronic media and stored on any
magnetic disk or tape or similar recording method.




          (b) PNC shall keep the following records:





	 	(i)	 	all books and records with respect to the Partnership’s books
of account;
	 
	 	(ii)	 	records of the Partnership’s securities transactions; and
	 
	 	(iiii)	 	all documents received or generated by PNC in the course of providing
services to the Partnership in accordance with this Agreement to the extent
such documents are required to be maintained pursuant to PNC’s document
retention policies.





          PNC may house these records in a third party storage facility.




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5. Confidentiality.





	 	(a)	 	Each party shall keep confidential any information relating to the other
party’s business (“Confidential Information”). Confidential Information shall
include:






	 	(i)	 	any data or information that is competitively sensitive
material, and not generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finances, operations,
customer relationships, customer profiles, customer lists, sales estimates,
business plans, and internal performance results relating to the past, present
or future business activities of the Partnership or PNC, their respective
subsidiaries and affiliated companies;
	 
	 	(ii)	 	any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and secret in
the sense that its confidentiality affords the Partnership or PNC a competitive
advantage over its competitors;
	 
	 	(iii)	 	all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object code,
flow charts, databases, inventions, know-how, and trade secrets, whether or not
patentable or copyrightable; and
	 
	 	(iv)	 	anything designated as confidential.






	 	(b)	 	Notwithstanding the foregoing, information shall not be Confidential
Information and shall not be subject to such confidentiality obligations if it:






	 	(i)	 	is already known to the receiving party at the time it is
obtained;
	 
	 	(ii)	 	is or becomes publicly known or available through no wrongful
act of the receiving party;
	 
	 	(iii)	 	is rightfully received from a third party who, to the best of
the receiving party’s knowledge, is not under a duty of confidentiality;
	 
	 	(iv)	 	is released by the protected party to a third party without
restriction;
	 
	 	(v)	 	is requested or required to be disclosed by the receiving party
pursuant to a court order, subpoena, governmental or regulatory agency request
or law;
	 
	 	(vi)	 	is relevant to the defense of any claim or cause of action
asserted against the receiving party (provided the receiving party will: (a)
provide the other party with written notice of the same, to the extent such
notice is permitted and refrain from making such disclosure for a reasonable
period of time;





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	 	 	 	and (b) take all reasonably appropriate action to maintain the
confidentiality of such information during such defense);
	 
	 	(vii)	 	is Partnership information provided by PNC in connection with
an independent third party compliance or other review;
	 
	 	(viii)	 	is necessary for PNC to release such information in connection with the
provision of services under this Agreement (provided that the recipient of such
information is subject to substantially the same confidentiality provisions as
PNC is subject to hereunder); or
	 
	 	(ix)	 	has been or is independently developed or obtained by the
receiving party.






	 	(c)	 	The provisions of this Section 5 shall survive termination of this Agreement
for a period of three (3) years after such termination.





6. Liaison with Accountants. PNC shall act as liaison with the Partnership’s independent
public accountants and shall provide account analyses, fiscal year summaries, and other
audit-related schedules with respect to the Partnership. PNC shall take all reasonable action in
the performance of its duties under this Agreement to assure that the necessary information is made
available to such accountants for the expression of their opinion, as required by the Partnership.



7. PNC System. PNC shall retain title to and ownership of any and all data bases, computer
programs, screen formats, report formats, interactive design techniques, derivative works,
inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents,
copyrights, trade secrets, and other related legal rights utilized by PNC in connection with the
services provided by PNC to the Partnership. The Partnership and the General Partner shall retain
title to and ownership of any and all data bases, computer programs, screen formats, report
formats, interactive design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related
legal rights created or developed by Partnership and General Partner or their affiliates and used
in connection with the services provided by PNC to the Partnership.



8. Disaster Recovery. PNC shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provisions for emergency use of electronic data
processing equipment to the extent appropriate equipment is available. In the event of equipment
failures, PNC shall, at no additional expense to the Partnership, take reasonable steps to minimize
service interruptions. PNC shall have no liability with respect to the loss of data or service
interruptions caused by equipment failure, provided such loss or interruption is not caused by
PNC’s own breach of its Standard of Care (defined in Section 10 below) in the performance of its
duties or obligations under this Agreement.



9. Compensation.





	 	(a)	 	As compensation for services set forth herein that are rendered by PNC during the





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term of this Agreement, the Partnership will pay to PNC a fee or fees as may be agreed to in
writing by the Partnership and PNC.




          (b) The undersigned hereby represents and warrants to PNC that (i) the terms of this
Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits
accruing to PNC or to the adviser or sponsor to the Partnership in connection with this Agreement,
including but not limited to any fee waivers, conversion cost reimbursements, up front payments,
signing payments or periodic payments made or to be made by PNC to such adviser or sponsor or any
affiliate of the Partnership relating to this Agreement have been fully disclosed to the General
Partner and that, if required by applicable law, such General Partner has approved or will approve
the terms of this Agreement, any such fees and expenses, and any such benefits.




          (c) Notwithstanding the limitation of liability provisions of this Agreement or the
termination of this Agreement, the Partnership shall remain responsible for paying to PNC the fees
set forth in the applicable fee letter.




10. Standard of Care/Limitations of Liability.




          (a) Subject to the terms of this Section 10, PNC shall be liable to the Partnership (or any
person or entity claiming through the Partnership) for damages only to the extent caused by PNC’s
own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement
(“Standard of Care”).



          (b) Notwithstanding anything in this Agreement (whether contained anywhere in Sections 12-14
or otherwise) to the contrary, Partnership hereby acknowledges and agrees that (i) PNC, in the
course of providing tax-related services or calculating and reporting portfolio performance
hereunder, may rely upon PNC’s reasonable interpretation of tax positions or its interpretation of
relevant circumstances (as reasonably determined by PNC) in providing such tax services and in
determining methods of calculating portfolio performance to be used, and that (ii) PNC shall not be
liable for losses or damages of any kind associated with such reliance except to the extent such
loss or damage is substantially due to PNC’s breach of its Standard of Care hereunder.



          (c) Notwithstanding anything in this Agreement to the contrary, without limiting anything in
the immediately preceding sentence, Partnership hereby acknowledges and agrees that PNC shall not
be liable for any losses or damages of any kind associated with any tax filings with which PNC has
assisted in any way except to the extent such loss or damage is substantially due to PNC’s breach
of its Standard of Care hereunder; provided, however, that PNC shall not be found to have been
grossly negligent for losses or damages associated with areas of responsibility that the judiciary,
regulators (or other governmental officials) or members of the hedge fund industry determine would
otherwise apply to PNC (or similar service providers) and which, as of the date hereof, have yet to
be identified by such parties as areas for which PNC (or any similar service provider) is (or would
be) responsible.



          (d) PNC’s cumulative liability to the Fund and any person or entity claiming through



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the Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever
(including but not limited to those arising out of or related to this Agreement) and regardless of
the form of action or legal theory (“Loss”) due to the negligence of PFPC (but not gross
negligence, fraud or intentional misconduct of PNC’s duties under this Agreement), including any
indemnification obligation under Section 11(b) hereunder, shall not exceed $1,000,000.



          (e) PNC shall not be liable for damages (including without limitation damages caused by
delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason
of circumstances beyond its reasonable control, including without limitation acts of God; action or
inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot;
fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss
or malfunction of utilities, transportation, computer or communications capabilities; insurrection;
elements of nature; non-performance by a third party; failure of the mails; or functions or
malfunctions of the internet, firewalls, encryption systems or security devices caused by any of
the above.



          (f) PNC shall not be under any duty or obligation to inquire into and shall not be liable for
the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof,
of any instruction, direction, notice, instrument or other information which PNC reasonably
believes to be genuine. PNC shall not be liable for any damages that are caused by reasonable
actions or omissions taken by PNC in accordance with Oral Instructions or Written Instructions or
advice of counsel. PNC shall not be liable for any damages arising out of any action or omission
to act by any prior service provider of the Partnership or for any failure to discover any such
error or omission.



          (g) Neither PNC nor its affiliates shall be liable for any consequential, incidental,
exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was
known by PNC or its affiliates.



          (h) No party may assert a cause of action against PNC or any of its affiliates that allegedly
occurred more than 12 months immediately prior to the filing of the suit (or, if applicable,
commencement of arbitration proceedings) alleging such cause of action.



          (i) Each party shall have a duty to mitigate damages for which the other party may become
responsible.



          (j) This Section 10 shall survive termination of this Agreement.



11. Indemnification.




          (a) Absent PNC’s failure to meet its Standard of Care (defined in Section 10 above), the
Partnership agrees to indemnify, defend and hold harmless PNC and its affiliates and their
respective directors, trustees, officers, agents and employees from all claims, suits, actions,
damages, losses, liabilities, obligations, costs and reasonable expenses (including attorneys’ fees
and court costs, travel costs and other reasonable out-of-pocket costs related to dispute
resolution) arising directly or indirectly from: (a) any action or omission to act by any prior



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service provider of the Partnership; and (b) any action taken or omitted to be taken by PNC in
connection with the provision of services to the Partnership.



          (b) Subject to Section 10(d) above, PNC agrees to indemnify and hold the Partnership and/or
the General Partner harmless from any and all expenses, costs, damages, or causes of action,
including, but not limited to, reasonable attorney’s fees, incurred by the Partnership and/or the
General Partner (“Partnership Indemnified Party”), to the extent arising directly out of
PNC’s failure to meet its Standard of Care hereunder; provided, however, that no Partnership
Indemnified Party shall be entitled to indemnification hereunder from any losses directly or
indirectly caused by a Partnership Indemnified Party’s own intentional misconduct, bad faith, gross
negligence or reckless disregard.



          (c) This Section 11 shall survive termination of this Agreement.


12. Description of Accounting Services on a Continuous Basis. PNC will perform the
following accounting services if required with respect to the Partnership:





	 	(i)	 	Journalize investment, capital and income and expense
activities;
	 
	 	(ii)	 	Record futures trading activity by receiving a data file from
each of the Partnership’s futures brokers at the end of each month and posting
the activity to the Fund’s general ledger;
	 
	 	(iii)	 	Calculate contractual expenses, including management fees and
incentive allocation, as applicable, in accordance with the Partnership’s
Limited Partnership Agreement;
	 
	 	(iv)	 	Post to and prepare the Statement of Assets and Liabilities and
the Statement of Operations in U.S. dollar terms;
	 
	 	(v)	 	Monitor the expense accruals and notify an officer of the
Partnership of any proposed adjustments;
	 
	 	(vi)	 	Determine net income;
	 
	 	(vii)	 	Obtain futures market quotes and currency exchange rates
directly from the Partnership’s futures brokers, or such other source
designated by the Partnership’s General Partner, and in either case calculate
the market value of the Partnership’s investments in accordance with applicable
valuation policies or guidelines provided by the Partnership to PFPC and
acceptable to PFPC;
	 
	 	(viii)	 	Transmit or mail a copy of the portfolio valuation to the Adviser as agreed
upon between the Partnership and PFPC;
	 
	 	(viii)	 	Arrange for the computation of the net asset value in accordance with the





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	 	 	 	provisions of the offering memorandum;
	 
	 	(ix)	 	Prepare financial statements and supporting schedules for
inclusion in the Fund’s Form 10-Q and Form 10-K, registration statement, and
other regulatory filings; and
	 
	 	(x)	 	Perform all other accounting services necessary in connection
with the Partnership and agreed to by the parties.




13. Description of Administration Services on a Continuous Basis. PNC will perform
the following administration services if required with respect to the Partnership:





	 	(i)	 	Supply various normal and customary Partnership statistical
data as requested on an ongoing basis;
	 
	 	(ii)	 	Prepare and coordinate printing of Partnership’s annual reports;
	 
	 	(ii)	 	Copy the General Partner on routine correspondence sent to Limited Partners;
and
	 
	 	(iv)	 	Perform such additional administrative duties necessary in
connection with the Partnership and agreed to by the parties.




14. Description of Investor Services on a Continuous Basis. PNC will perform the
following functions:





	 	(i)	 	Maintain the register of Limited Partners of the Partnership
and enter on such register all issues, transfers and repurchases of interests
in the Partnership;
	 
	 	(ii)	 	Arrange for the calculation of the issue and repurchase prices
of interests in the Partnership in accordance with the Limited Partnership
Agreement;
	 
	 	(iii)	 	Allocate income, expenses, gains and losses to individual
Partners’ capital accounts in accordance with the Partnership’s Limited
Partnership Agreement; and
	 
	 	(iv)	 	Calculate the Incentive Allocation, if applicable, in
accordance with the Limited Partnership Agreement and reallocate corresponding
amounts from the applicable Limited Partners’ capital accounts to the General
Partners’ capital account; and
	 
	 	(v)	 	Perform all other investor services necessary in connection
with the Partnership and agreed to by the parties.




15. Duration and Termination. This Agreement shall continue until terminated by




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the Partnership or by PNC on one hundred and twenty (120) days’ prior written notice to the
other party. In the event the Partnership gives notice of termination, all reasonable expenses
associated with movement (or duplication) of records and materials and conversion thereof to a
successor service provider (or each successive service provider, if there are more than one), and
all reasonable trailing expenses incurred by PNC, will be borne by the Partnership.



16. Change of Control. Notwithstanding any other provision of this Agreement, in the
event of an agreement to enter into a transaction that would result in a Change of Control of the
General Partner, Adviser or sponsor of the Partnership, the Partnership’s ability to terminate the
Agreement pursuant to Section 15 will be suspended from the time of such agreement until two years
after the Change of Control.



17. Notices. All notices and other communications, including Written Instructions but
excluding Oral Instructions, shall be in writing or by confirming facsimile sending device. If
notice is sent by confirming facsimile sending device, it shall be deemed to have been given
immediately. If notice is sent by first-class mail, it shall be deemed to have been given seven
days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been
given on the day it is delivered. Notices shall be addressed (a) if to PNC, at 301 Bellevue
Parkway, Wilmington, DE 19809, attn: President (or such address as PNC may inform the Partnership
in writing); (b) if to the Partnership, at the address of the Partnership; or (c) if to neither of
the foregoing, at such other address as shall have been provided by like notice to the sender of
any such notice or other communication by the other party.



18. Amendments. This Agreement, or any term thereof, may be changed or waived only by
written amendment, signed by the party against whom enforcement of such change or waiver is sought.



19. Delegation; Assignment. PNC may assign its rights and delegate its duties
hereunder to any majority-owned direct or indirect subsidiary of PNC or of The PNC Financial
Services Group, Inc., provided that PNC gives the Partnership thirty (30) days prior written notice
of such assignment or delegation.



20. Facsimile Signatures; Counterparts. This Agreement may be executed in one more
counterparts; such execution of counterparts may occur by manual signature, facsimile signature,
manual signature transmitted by means of facsimile transmission or manual signature contained in an
imaged document attached to an email transmission; and each such counterpart executed in accordance
with the foregoing shall be deemed an original, with all such counterparts together constituting
one and the same instrument. The exchange of executed copies of this Agreement or of executed
signature pages to this Agreement by facsimile transmission or as an imaged document attached to an
email transmission shall constitute effective execution and delivery hereof and may be used for all
purposes in lieu of a manually executed copy of this Agreement.



21. Further Actions. Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.




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22. Miscellaneous.




          (a) Entire Agreement. This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings relating to the subject
matter hereof, provided that the parties may embody in one or more separate documents their
agreement, if any, with respect to delegated duties. Notwithstanding any provision hereof, the
services of PNC are not, nor shall they be construed as constituting, legal advice or the provision
of legal services for or on behalf of the Partnership or any other person. Neither this Agreement
nor the provision of services under this Agreement establishes or is intended to establish an
attorney-client relationship between the Partnership and PNC.



          (b) Non-Solicitation. During the term of this Agreement and for one year thereafter,
the Partnership shall not (with the exceptions noted in the immediately succeeding sentence)
knowingly solicit or recruit for employment or hire any of PNC’s employees, and the Partnership
shall cause the Partnership’s sponsor and the Partnership’s affiliates to not (with the exceptions
noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire
any of PNC’s employees. To “knowingly” solicit, recruit or hire within the meaning of this
provision does not include, and therefore does not prohibit, solicitation, recruitment or hiring of
a PNC employee by the Partnership, the Partnership’s sponsor or an affiliate of the Partnership if
the PNC employee was identified by such entity solely as a result of the PNC employee’s response to
a general advertisement by such entity in a publication of trade or industry interest or other
similar general solicitation by such entity.



          (c) No Changes that Materially Affect Obligations. Notwithstanding anything in this
Agreement to the contrary, the Partnership agrees not to make any modifications to its offering or
organizational documents or adopt any policies which would affect materially the obligations or
responsibilities of PNC hereunder without prior written notice to PNC, provided that the scope of
services to be provided by PNC under this Agreement shall not be increased as a result of any such
modification or of any new or revised regulatory or other requirements that may become applicable
with respect to the Partnership, unless the parties hereto expressly agree to any such increase.



          (d) Captions. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect.



          (e) Information. The Partnership will provide such information and documentation as
PNC may reasonably request in connection with services provided by PNC to the Partnership,
including without limitation copies of its organizational documents and Offering Documents, and any
supplements, updates or amendments thereto.



          (f) Governing Law. This Agreement shall be deemed to be a contract made in Delaware
and governed by Delaware law without regard to principles of conflict of law.



          (g) Partial Invalidity. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.



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          (h) Parties in Interest. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted assigns. Except as may
be explicitly stated in this Agreement, (i) this Agreement is not for the benefit of any other
person or entity and (ii) there shall be no third party beneficiaries hereof.



          (i) No Representations or Warranties. Except as expressly provided in this Agreement,
PNC hereby disclaims all representations and warranties, express or implied, made to the
Partnership or any other person, including, without limitation, any warranties regarding quality,
suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any
course of dealing, custom or usage of trade), of any services or any goods provided incidental to
services provided under this Agreement. PNC disclaims any warranty of title or non-infringement
except as otherwise set forth in this Agreement.



          (j) Customer Identification Program Notice. To help the U.S. government fight the
funding of terrorism and money laundering activities, U.S. Federal law requires each financial
institution to obtain, verify, and record certain information that identifies each person who
initially opens an account with that financial institution on or after October 1, 2003. Certain of
PNC’s affiliates are financial institutions, and PNC may, as a matter of policy, request (or may
have already requested) the Partnership’s name, address and taxpayer identification number or other
government-issued identification number, and, if such party is a natural person, that party’s date
of birth. PNC may also ask (and may have already asked) for additional identifying information, and
PNC may take steps (and may have already taken steps) to verify the authenticity and accuracy of
these data elements.



[Signature Page Follows]




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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day
and year first above written.




	 	 	 	 	 	 	 
	 	 	PNC GLOBAL INVESTMENT SERVICING (U.S.) INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SUPERFUND GOLD, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 
	 	 

	 	 






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APPENDIX A




Definitions



As used in this Agreement:





	 	(a)	 	“Authorized Person” means any officer of the Partnership and any other
person duly authorized by the Partnership’s General Partner to give Oral Instructions
or Written Instructions on behalf of the Partnership. An Authorized Person’s scope of
authority may be limited by setting forth such limitation in a written document signed
by both parties hereto.
	 
	 	(b)	 	“Change of Control” means a change in ownership or control (not
including transactions between wholly-owned direct or indirect subsidiaries of a common
parent) of 25% or more of the beneficial ownership of the shares of
common stock or shares of beneficial interest of an entity or its parent(s).
	 
	 	(c)	 	“General Partner,” “Limited Partners,” and “Partners” shall have the
same meanings as set forth in the Partnership’s limited partnership agreement or other
applicable organizational document.
	 
	 	(d)	 	“Interests” mean the shares or units of beneficial interest of any
series or class of the Partnership.
	 
	 	(e)	 	“Oral Instructions” mean oral instructions received by PNC from an
Authorized Person or from a person reasonably believed by PNC to be an Authorized
Person. PNC may, in its sole discretion in each separate instance, consider and rely
upon instructions it receives from an Authorized Person via electronic mail as Oral
Instructions.
	 
	 	(f)	 	“Written Instructions” mean (i) written instructions signed by an
Authorized Person (or a person reasonably believed by PNC to be an Authorized Person)
and received by PNC or (ii) trade instructions transmitted (and received by PNC) by
means of an electronic transaction reporting system access to which requires use of a
password or other authorized identifier. The instructions may be delivered
electronically (with respect to sub-item (ii) above) or by hand, mail or facsimile
sending device.






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