Common use of Delegation; Assignment Clause in Contracts

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (I) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (Ii) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (I) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC mayUnless as otherwise provided in the limited partnership agreement of the Partnership, at no assignment of this Agreement shall be made by the Manager unless the Independent Directors approve such an assignment (including a deemed assignment occurring as a result of a Change of Control), and this Agreement shall terminate automatically in the event that it is assigned absent such approval; provided, however, that no such consent shall be required in the case of an assignment by the Manager to an Affiliate and the Manager shall give notice to the Partnership of such an assignment. The Manager shall notify the Partnership in writing sufficiently in advance of any proposed Change of Control of the Manager, in order to enable the Partnership to consider whether an assignment shall occur and to determine whether to consent to the assignment or to enter into a new management agreement with the Manager. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound. In addition, the assignee shall execute and deliver to the Partnership a counterpart of this Agreement naming such assignee as Manager. (b) It is understood that nothing contained in this SECTION 17 shall operate to prevent the Manager from delegating the whole or any part or parts of its own expensefunctions, assign its rights and delegate its duties powers, discretions, duties, or obligations hereunder or any of them to any wholly-owned direct Person that is an Affiliate of the Manager or indirect subsidiary of PNC Bankthe Partnership or any other Person approved by the Partnership (which approval shall not be unreasonably withheld), National Association or PNC Bank Corp.and any such delegation may be on such terms and conditions as the Manager shall determine; provided that the Manager shall evaluate and coordinate the services offered by others. In addition, provided that (i) PFPC gives the Fund thirty (30) days' Manager provides prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative notice to the delegation (Partnership for informational purposes only, nothing contained in this Agreement shall preclude any pledge, hypothecation or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation other transfer of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities amounts payable to the Manager under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (I) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this This Agreement shall become effective not be assigned by the Partnership without the prior written consent of PFPCthe Manager, except in the case of assignment by the Partnership to another organization which is a successor (by merger, consolidation or purchase of assets) to the Partnership, in which case such successor organization shall be bound under this Agreement in the same manner as the Partnership.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (Ii) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund Trust thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund Trust to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund Trust may request, and respond to such questions as the Fund Trust may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (I) PFPC gives the Fund Trust thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund Trust to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund Trust may request, and respond to such questions as the Fund Trust may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund Trust thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund Trust to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund Trust may request, and respond to such questions as the Fund Trust may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B A hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (Ii) PFPC gives the Fund Trust thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund Trust to comply with all relevant provisions of the Securities Laws1940 Act; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund Trust may request, and respond to such questions as the Fund Trust may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of The PNC BankFinancial Services Group, National Association or PNC Bank Corp.Inc., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated with respect to PaineWebber brokerage clients who are also Fund shareholders its obligation to perform the services described on Annex Exhibit B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (Ii) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraphSubparagraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this sectionSubparagraph, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of The PNC BankFinancial Services Group, National Association or PNC Bank Corp.Inc., provided that (i) PFPC gives the Fund and UBS Global AM thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC PFPC, UBS Global AM and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund or UBS Global AM may request, and respond to such questions as the Fund or UBS Global AM may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated UBS Global AM, which may, in turn, further delegate to an affiliated or unaffiliated entity, with respect to certain brokerage clients who are also Fund shareholders, its obligation to perform the services described on Annex Exhibit B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated UBS Global AM or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of eitherits delegate, provided that (Ii) PFPC gives UBS Global AM and the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC PFPC, UBS Global AM and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as UBS Global AM or the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraphSubparagraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this sectionSubparagraph, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of The PNC BankFinancial Services Group, National Association or PNC Bank Corp.Inc., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated UBS Global AM, which may, in turn, further delegate to an affiliated or unaffiliated entity, with respect to certain brokerage clients who are also Fund shareholders, its obligation to perform the services described on Annex Exhibit B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated UBS Global AM or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of eitherits delegate, provided that (Ii) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraphSubparagraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this sectionSubparagraph, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association PFPC or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B heretoI of the related Delegation Agreement. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (Ii) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC mayUnless as otherwise provided in the limited partnership agreement of the Partnership, at no assignment of this Agreement shall be made by the Manager unless the Independent Directors approve such an assignment (including a deemed assignment occurring as a result of a Change of Control), and this Agreement shall terminate automatically in the event that it is assigned absent such approval; provided, however, that no such consent shall be required in the case of an assignment by the Manager to an Affiliate and the Manager shall give notice to the Partnership of such an assignment. The Manager shall notify the Partnership in writing sufficiently in advance of any proposed Change of Control of the Manager, in order to enable the Partnership to consider whether an assignment shall occur and to determine whether to consent to the assignment or to enter into a new management agreement with the Manager. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound. In addition, the assignee shall execute and deliver to the Partnership a counterpart of this Agreement naming such assignee as Manager. (b) It is understood that nothing contained in this SECTION 16 shall operate to prevent the Manager from delegating the whole or any part or parts of its own expensefunctions, assign its rights and delegate its duties powers, discretions, duties, or obligations hereunder or any of them to any wholly-owned direct Person that is an Affiliate of the Manager or indirect subsidiary of PNC Bankthe Partnership or any other Person approved by the Partnership (which approval shall not be unreasonably withheld), National Association or PNC Bank Corp.and any such delegation may be on such terms and conditions as the Manager shall determine; provided that the Manager shall evaluate and coordinate the services offered by others. In addition, provided that (i) PFPC gives the Fund thirty (30) days' Manager provides prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative notice to the delegation (Partnership for informational purposes only, nothing contained in this Agreement shall preclude any pledge, hypothecation or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation other transfer of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities amounts payable to the Manager under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (I) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this This Agreement shall become effective not be assigned by the Partnership without the prior written consent of PFPCthe Manager, except in the case of assignment by the Partnership to another organization which is a successor (by merger, consolidation or purchase of assets) to the Partnership, in which case such successor organization shall be bound under this Agreement in the same manner as the Partnership.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of The PNC BankFinancial Services Group, National Association or PNC Bank Corp.Inc., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to UBS PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to UBS PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx [Xxxxxxx Advisors Asset Management Inc. Inc.] or an affiliated person of either, provided that (Ii) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of The PNC BankFinancial Services Group, National Association or PNC Bank Corp.Inc., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated Xxxxxxx Advisors, Inc. ("Xxxxxxx Advisors"), which may, in turn, further delegate to an affiliated or unaffiliated entity, with respect to certain brokerage clients who are also Fund shareholders, its obligation to perform the services described on Annex Exhibit B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated Xxxxxxx Advisors or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of eitherits delegate, provided that (Ii) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraphSubparagraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this sectionSubparagraph, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that that (Ii) PFPC gives the Fund thirty (30) days' prior written notice; ; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC mayUnless as otherwise provided in the limited partnership agreement of the Partnership, at no assignment of this Agreement shall be made by the Manager unless the Independent Directors approve such an assignment (including a deemed assignment occurring as a result of a Change of Control), and this Agreement shall terminate automatically in the event that it is assigned absent such approval; provided, however, that no such consent shall be required in the case of an assignment by the Manager to an Affiliate and the Manager shall give notice to SP Corporate of such an assignment. The Manager shall notify SP Corporate in writing sufficiently in advance of any proposed Change of Control of the Manager, in order to enable SP Corporate to consider whether an assignment shall occur and to determine whether to consent to the assignment or to enter into a new management agreement with the Manager. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound. In addition, the assignee shall execute and deliver to SP Corporate a counterpart of this Agreement naming such assignee as Manager. (b) It is understood that nothing contained in this SECTION 16 shall operate to prevent the Manager from delegating the whole or any part or parts of its own expensefunctions, assign its rights and delegate its duties powers, discretions, duties, or obligations hereunder or any of them to any wholly-owned direct Person that is an Affiliate of the Manager or indirect subsidiary of PNC BankSP Corporate or any other Person approved by SP Corporate (which approval shall not be unreasonably withheld), National Association or PNC Bank Corp.and any such delegation may be on such terms and conditions as the Manager shall determine; provided that the Manager shall evaluate and coordinate the services offered by others. In addition, provided that (i) PFPC gives the Fund thirty (30) days' Manager provides prior written notice; (ii) the delegate (notice to SP Corporate for informational purposes only, nothing contained in this Agreement shall preclude any pledge, hypothecation or assignee) agrees with PFPC and the Fund to comply with all relevant provisions other transfer of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative any amounts payable to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities Manager under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (I) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this This Agreement shall become effective not be assigned by SP Corporate without the prior written consent of PFPCthe Manager, except in the case of assignment by SP Corporate to another organization which is a successor (by merger, consolidation or purchase of assets) to SP Corporate, in which case such successor organization shall be bound under this Agreement in the same manner as SP Corporate.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association PFPC or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B heretoI to the related Delegation Agreement. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (Ii) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that that (Ii) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B A hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (Ii) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws1940 Act; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Mitchell Hutchins Asset Management Inc. or an affiliated person of eitherox xxxxxx, provided xxxxxxxd that (I) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.

Delegation; Assignment. (a) PFPC may, at its own expense, assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). The assignment and delegation of any of PFPC's duties under this subparagraph (a) shall not relieve PFPC of any of its responsibilities or liabilities under this Agreement. (b) PFPC may delegate to PaineWebber Incorporated its obligation to perform the services described on Annex B hereto. In addition, PFPC may assign its rights and delegate its other duties hereunder to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an affiliated person of either, provided that (I) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the Securities Laws; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). In assigning its rights and delegating its duties under this paragraph, PFPC may impose such conditions or limitations as it determines appropriate including the condition that PFPC be retained as a sub-transfer agent. (c) In the event that PFPC assigns its rights and delegates its duties under this section, no amendment of the terms of this Agreement shall become effective without the written consent of PFPC.;