SUB-ADVISORY AGREEMENT
THIS SUB-ADVISORY AGREEMENT is made as of this ___ day of________, 2004 by
and between PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation and a
member of the UniCredito Italiano banking group, register of banking groups with
its principal place of business at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
(the "Adviser"), and AEW Management and Advisors, L.P., a Delaware limited
partnership with its principal place of business at World Trade Center East, Two
Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Sub-Adviser").
WITNESSETH
WHEREAS, the Adviser serves as investment manager to Pioneer Real Estate
Shares and Pioneer Real Estate Shares VCT Portfolio, as series of Pioneer
Variable Contracts Trust (each a "Fund" and, collectively, the "Funds"),
pursuant to Management Agreements between each Fund and the Adviser dated
October 24, 2000 (each a "Management Agreements" and, collectively, the
"Management Agreements");
WHEREAS, pursuant to authority granted to the Adviser by the Board of
Trustees of the Funds (the "Board") and pursuant to the provisions of the
Management Agreements, the Adviser has selected the Sub-Adviser to act as
investment sub-adviser of the Funds and to provide certain other services, as
more fully set forth below, and to perform such services under the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Adviser and the Sub-Adviser do hereby agree as follows:
1. The Sub-Adviser's Services.
A) Investment Services. The Sub-Adviser shall act as investment
sub-adviser with respect to the Funds. In such capacity, the
Sub-Adviser shall, subject to the supervision of the Adviser and
the Board, regularly provide each Fund with investment research,
advice and supervision and shall furnish continuously an investment
program for each Fund, consistent with the investment objectives
and policies of the Fund. The Sub-Adviser shall determine, from
time to time, what securities shall be purchased for a Fund, what
securities shall be held or sold by a Fund and what portion of a
Fund's assets shall be held uninvested in cash, subject always to
the provisions of the Fund's Certificate of Trust, Agreement and
Declaration of Trust, By-Laws and its registration statement on
Form N-1A (the "Registration Statement") under the Investment
Company Act of 1940, as amended (the "1940 Act"), and under the
Securities Act of 1933, as amended (the "1933 Act"), covering the
Fund's shares, as filed with the U.S. Securities and Exchange
Commission (the "Commission"), and to the investment objectives,
policies and restrictions of the Fund, as each of the same shall be
from time to time in effect. To carry out such obligations, the
Sub-Adviser shall exercise full discretion and act for each Fund in
the
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same manner and with the same force and effect as the Fund itself
might or could do with respect to purchases, sales or other
transactions, as well as with respect to all other such things
necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions. Notwithstanding the
foregoing, the Sub-Adviser shall, upon written instructions from
the Adviser, effect such portfolio transactions for each Fund as
the Adviser may from time to time direct. No reference in this
Agreement to the Sub-Adviser having full discretionary authority
over a Fund's investments shall in any way limit the right of the
Adviser, in its sole discretion, to establish or revise policies in
connection with the management of a Fund's assets or to otherwise
exercise its right to control the overall management of a Fund's
assets.
B) Compliance. The Sub-Adviser agrees to comply with the requirements
of the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers
Act"), the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the Commodity Exchange Act and the
respective rules and regulations thereunder, as applicable, as well
as with all other applicable federal and state laws, rules,
regulations and case law that relate to the services and
relationships described hereunder and to the conduct of its
business as a registered investment adviser. The Sub-Adviser also
agrees to comply with the objectives, policies and restrictions set
forth in the Registration Statement, as amended or supplemented, of
each Fund, and with any policies, guidelines, instructions and
procedures approved by the Board or the Adviser and provided to the
Sub-Adviser. In selecting each Fund's portfolio securities and
performing the Sub-Adviser's obligations hereunder, the Sub-Adviser
shall cause the Fund to comply with the requirements of Subchapters
L and M of the Internal Revenue Code of 1986, as amended (the
"Code"), as applicable, for qualification as a regulated investment
company. The Sub-Adviser shall maintain compliance procedures for
the Funds that it reasonably believes are adequate to ensure the
Funds' compliance with the foregoing. The Sub-Adviser shall also
maintain compliance procedures that it reasonably believes are
adequate to ensure its compliance with the Advisers Act. No
supervisory activity undertaken by the Adviser shall limit the
Sub-Adviser's full responsibility for any of the foregoing.
C) Proxy Voting. The Board has the authority to determine how proxies
with respect to securities that are held by the Funds shall be
voted, and the Board has initially determined to delegate the
authority and responsibility to vote proxies for the Funds'
securities to the Adviser. So long as proxy voting authority for
the Funds has been delegated to the Adviser, the Sub-Adviser shall
provide such assistance to the Adviser with respect to the voting
of proxies for the Funds as the Adviser may from time to time
reasonably request, and the Sub-Adviser shall promptly forward to
the Adviser any information or documents necessary for the Adviser
to
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exercise its proxy voting responsibilities. The Sub-Adviser shall
not vote proxies with respect to the securities held by the Funds
unless and until the Board or the Adviser delegates such authority
and responsibility to the Sub-Adviser or otherwise instructs the
Sub-Adviser to do so in writing, whereupon the Sub-Adviser shall
carry out such responsibility in accordance with any instructions
that the Board or the Adviser shall provide from time to time and
shall provide such reports and keep such records relating to proxy
voting as the Board or the Adviser may reasonably request or as may
be necessary for a Fund to comply with the 1940 Act and other
applicable law. Any such delegation of proxy voting responsibility
to the Sub-Adviser may be revoked or modified by the Board or the
Adviser at any time.
D) Recordkeeping. The Sub-Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to
the Funds, except as otherwise provided herein or as may be
reasonably necessary for the Sub-Adviser to supply to the Adviser,
the Funds or the Board the information required to be supplied
under this Agreement.
The Sub-Adviser shall maintain separate books and detailed
records of all matters pertaining to each Fund's assets advised by
the Sub-Adviser required by Rule 31a-1 under the 1940 Act (other
than those records being maintained by the Adviser, custodian or
transfer agent appointed by the Fund) relating to its
responsibilities provided hereunder with respect to the Fund, and
shall preserve such records for the periods and in a manner
prescribed therefore by Rule 31a-2 under the 1940 Act (the
"Fund's Books and Records"). The Funds' Books and Records shall
be available to the Adviser and the Board at any time upon
request, copies of which shall be delivered to the Funds upon the
termination of this Agreement and shall be available for
telecopying without delay during any day the Funds are open for
business.
E) Holdings Information and Pricing. The Sub-Adviser shall keep the
Funds and the Adviser informed of developments materially affecting
the Fund's holdings, and shall, on its own initiative, furnish the
Fund and the Adviser from time to time with whatever information
the Sub-Adviser believes is appropriate for this purpose. The
Sub-Adviser agrees to immediately notify the Adviser if the
Sub-Adviser believes that the market value of any security held by
a Fund is not an appropriate fair value and provide pricing
information to the Adviser and/or the Fund's pricing agent as may
be necessary to make determinations of the fair value of certain
portfolio securities when market quotations are not readily
available or such information is otherwise required in accordance
with the 1940 Act and the Fund's valuation procedures for the
purpose of calculating the Fund's net asset value in accordance
with procedures and methods established by the Board.
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F) Cooperation with Agents of the Adviser and the Fund. The
Sub-Adviser agrees to cooperate with and provide reasonable
assistance to the Adviser, the Funds, the Funds' custodian and
foreign sub-custodians, the Funds' pricing agents and all other
agents and representatives of the Funds and the Adviser, provide
them with such information with respect to the Funds as they may
reasonably request from time to time in the performance of their
obligations, provide prompt responses to reasonable requests made
by such persons and establish appropriate interfaces with each so
as to promote the efficient exchange of information and compliance
with applicable laws and regulations.
2. Code of Ethics. The Sub-Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule
17j-1 under the 1940 Act, which it will provide to the Adviser and the
Funds. The Sub-Adviser shall ensure that its employees comply in all
respects with the Sub-Adviser's Code of Ethics, as in effect from time
to time. Upon request, the Sub-Adviser shall provide the Funds with a
(i) a copy of the Sub-Adviser's current Code of Ethics, as in effect
from time to time, and (ii) certification that it has adopted
procedures reasonably necessary to prevent Access Persons from engaging
in any conduct prohibited by the Sub-Adviser's Code of Ethics.
Annually, the Sub-Adviser shall furnish a written report, which
complies with the requirements of Rule 17j-1, concerning the
Sub-Adviser's Code of Ethics to the Funds and the Adviser. The
Sub-Adviser shall respond to requests for information from the Adviser
as to violations of the Code and the sanctions imposed by the
Sub-Adviser. The Sub-Adviser shall immediately notify the Adviser of
any material violation of the Code, whether or not such violation
relates to any security held by a Fund.
3. Information and Reporting. The Sub-Adviser shall keep each Fund and the
Adviser informed of developments relating to its duties as Sub-Adviser
of which the Sub-Adviser has, or should have, knowledge that materially
affects the Fund. In this regard, the Sub-Adviser shall provide the
Funds, the Adviser, and their respective officers with such periodic
reports concerning the obligations the Sub-Adviser has assumed under
this Agreement as the Funds and the Adviser may from time to time
reasonably request.
A) Notification of Breach / Compliance Reports. The Sub-Adviser shall
notify the Adviser immediately upon detection of (i) any failure to
manage a Fund in accordance with its investment objectives and
policies or any applicable law; or (ii) any breach of any of a
Fund's or the Adviser's policies, guidelines or procedures. In
addition, the Sub-Adviser shall provide a monthly certification
that each Fund is in compliance with its investment objectives and
policies, applicable law, including, but not limited to the 1940
Act and Subchapters L and M of the Code, and the Fund's and the
Adviser's policies, guidelines or procedures. The Sub-Adviser
acknowledges and agrees that the Adviser may, in its discretion,
provide such monthly compliance certifications to the Board. The
Sub-Adviser agrees to correct any such
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failure promptly and to take any action that the Adviser may
reasonably request in connection with any such breach. The
Sub-Adviser shall also provide the officers of the Funds with
supporting certifications in connection with such certifications of
the Funds' financial statements and disclosure controls pursuant to
the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the
Adviser if (i) the Sub-Adviser is served or otherwise receives
notice of any action, suit, proceeding, inquiry or investigation,
at law or in equity, before or by any court, public board, or body,
involving the affairs of a Fund (excluding class action suits in
which the Fund is a member of the plaintiff class by reason of the
Fund's ownership of shares in the defendant) or the compliance by
the Sub-Adviser with federal or state securities laws or (ii) the
controlling stockholder or executive committee of the Sub-Adviser
changes, there is otherwise an actual change in control (whether
through sale of all or substantially all the assets of the
Sub-Adviser or a material change in management of the Sub-Adviser)
or an "assignment" (as defined in the 0000 Xxx) has or is proposed
to occur.
B) Inspection. Upon request, with at least 24 hours advance notice,
the Sub-Adviser agrees to make its records and premises (including
the availability of the Sub-Adviser's employees for interviews) to
the extent that they relate to the conduct of services provided to
the Funds or the Sub-Adviser's conduct of its business as an
investment adviser available for compliance audits by the Adviser
or the Funds' employees, accountants or counsel; in this regard,
the Funds and the Adviser acknowledge that the Sub-Adviser shall
have no obligations to make available proprietary information
unrelated to the services provided to the Funds or any information
related to other clients of the Sub-Adviser, except to the extent
necessary for the Adviser to confirm the absence of any conflict of
interest and compliance with any laws, rules or regulations in the
management of the Funds.
C) Board and Filings Information. The Sub-Adviser will provide the
Adviser with any information reasonably requested regarding its
management of the Funds required for any meeting of the Board, or
for any shareholder report, amended registration statement, proxy
statement, or prospectus supplement to be filed by a Fund with the
Commission. The Sub-Adviser will make its officers and employees
available to meet with the Board from time to time on due notice to
review the investments of a Fund in light of current and
prospective economic and market conditions and shall furnish to the
Board such information as may reasonably be necessary in order for
the Board to evaluate this Agreement or any proposed amendments
thereto.
D) Transaction Information. The Sub-Adviser shall furnish to the
Adviser such information concerning portfolio transactions as may
be necessary to enable the Adviser to perform such compliance
testing on each Fund and the Sub-Adviser's services as the Adviser
may, in its sole discretion, determine to be appropriate. The
provision of such information by the Sub-
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Adviser in no way relieves the Sub-Adviser of its own
responsibilities for ensuring each Fund's compliance, as and to the
extent herein provided.
4. Brokerage
A) Principal and Agency Transactions. In connection with purchases or
sales of securities for the account of a Fund, neither the
Sub-Adviser nor any of its directors, officers, employees or
affiliated persons will act as a principal or agent or receive any
commission except as permitted by the 1940 Act.
B) Placement of Orders. The Sub-Adviser shall arrange for the placing
of all orders for the purchase and sale of securities for each
Fund's account with brokers or dealers selected by the Sub-Adviser.
In the selection of such brokers or dealers and the placing of such
orders, the Sub-Adviser is directed at all times to seek for the
Funds the most favorable execution and net price available under
the circumstances except as described herein. It is also understood
that it is desirable for each Fund that the Sub-Adviser have access
to supplemental investment and market research and security and
economic analyses provided by brokers who may execute brokerage
transactions at a higher cost to the Funds than may result when
allocating brokerage to other brokers, as consistent with Section
28(e) of the 1934 Act and any Commission staff interpretations
thereof. Therefore, the Sub-Adviser is authorized to place orders
for the purchase and sale of securities for the Fund with such
brokers, subject to review by the Adviser and the Board from time
to time with respect to the extent and continuation of this
practice. It is understood that the services provided by such
brokers may be useful to the Sub-Adviser in connection with its or
its affiliates' services to other clients. In addition, subject to
the Sub-Adviser's obligation to seek the most favorable execution
and net price available under the circumstances, the Sub-Adviser
may consider the sale of the Funds' shares in selecting brokers and
dealers. The Sub-Adviser and not the Funds or the Adviser shall be
liable for any losses or costs resulting from the Sub-Adviser's
errors in placing trades on behalf of a Fund.
C) Aggregated Transactions. On occasions when the Sub-Adviser deems
the purchase or sale of a security to be in the best interest of a
Fund as well as other clients of the Sub-Adviser, the Sub-Adviser
may, to the extent permitted by applicable law and regulations,
aggregate the order for securities to be sold or purchased in order
to obtain the best execution and lower brokerage commissions, if
any. In such event, allocation of the securities or futures
contracts so purchased or sold, as well as the expenses incurred in
the transaction, will be made by the Sub-Adviser in the manner the
Sub-Adviser considers to be the most equitable and consistent with
its fiduciary obligations to the Fund and to such other clients.
D) Affiliated Brokers. The Sub-Adviser or any of its affiliates may
act as broker in connection with the purchase or sale of securities
or other investments
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for a Fund, subject to: (a) the requirement that the Sub-Adviser
seek to obtain best execution and price within the policy
guidelines determined by the Board and set forth in the Fund's
current prospectus and SAI; (b) the provisions of the Investment
Company Act, the Advisers Act and the rules of the Commission under
such Acts; (c) the provisions of the 1934 Act; and (d) other
provisions of applicable law. These brokerage services are not
within the scope of the duties of the Sub-Adviser under this
Agreement. Subject to the requirements of applicable law and any
procedures adopted by the Board, the Sub-Adviser or its affiliates
may receive brokerage commissions, fees or other remuneration from
the Fund for these services in addition to the Sub-Adviser's fees
for services under this Agreement.
E) Alternative Trading Arrangements. From time to time the Sub-Adviser
and the Adviser may agree that the Sub-Advisor will place some or
all of the trades for a Fund through the Adviser's trading desk. In
such event, the Adviser shall have complete authority to determine
the brokers or dealers through which any trade by a Fund is placed
through the Advisers trading desk and as to the timing and manner
of the execution of any such trade, although the Sub-Adviser may
give guidance. In such event, the Adviser shall be responsible for
obtaining best execution on behalf of the Fund on trades placed by
the Adviser and the Sub-Adviser shall remain responsible for all
other compliance issues in connection with the Fund's portfolio
transactions, including the appropriate and accurate placement of
orders on behalf of the Fund into the Adviser's trading system and
confirming the appropriate settlement of the transactions.
5. Custody. Nothing in this Agreement shall permit the Sub-Adviser to take
or receive physical possession of cash, securities or other investments
of a Fund.
6. Allocation of Charges and Expenses. The Sub-Adviser will bear its own
costs of providing services hereunder. Other than as herein
specifically indicated, the Sub-Adviser shall not be responsible for a
Fund's or the Adviser's expenses, including brokerage and other
expenses incurred in placing orders for the purchase and sale of
securities and other investment instruments. Specifically, the
Sub-Adviser will not be responsible for expenses of a Fund or the
Adviser, as the case may be, including, but not limited to, the
following: (i) charges and expenses for accounting, pricing and
appraisal services and related overhead, including, to the extent such
services are performed by personnel of the Sub-Adviser or its
affiliates, office space and facilities, and personnel compensation,
training and benefits; (ii) the charges and expenses of auditors; (iii)
the charges and expenses of any custodian, transfer agent, plan agent,
dividend disbursing agent and registrar appointed by the Fund; (iv)
underwriting commissions and issue and transfer taxes chargeable to the
Fund in connection with securities transactions to which the Fund is a
party; (v) insurance premiums, interest charges, dues and fees for
membership in trade associations and all taxes and corporate fees
payable by the Fund to federal, state or other governmental agencies;
(vi) fees and expenses involved in registering and maintaining
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registrations of the Fund's shares with federal regulatory agencies,
state or blue sky securities agencies and foreign jurisdictions,
including the preparation of prospectuses and statements of additional
information for filing with such regulatory authorities; (vii) all
expenses of shareholders' and Board meetings and of preparing, printing
and distributing prospectuses, notices, proxy statements and all
reports to shareholders and to governmental agencies; (viii) charges
and expenses of legal counsel to the Fund and the Board; (ix) any
distribution fees paid by the Fund in accordance with Rule 12b-1
promulgated by the Commission pursuant to the 1940 Act; (x)
compensation and expenses of the Board; (xi) the cost of preparing and
printing share certificates; (xii) interest on borrowed money, if any;
and (xiii) any other expense that the Fund, the Adviser or any other
agent of the Fund may incur (A) as a result of a change in the law or
regulations, (B) as a result of a mandate from the Board with
associated costs of a character generally assumed by similarly
structured investment companies or (C) that is similar to the expenses
listed above, and that is approved by the Board (including a majority
of the Independent Trustees) as being an appropriate expense of the
Fund. The Fund or the Adviser, as the case may be, shall reimburse the
Sub-Adviser for any such expenses or other expenses of the Fund or the
Adviser, as may be reasonably incurred by such Sub-Adviser on behalf of
the Fund or the Adviser. The Sub-Adviser shall keep and supply to the
Fund and the Adviser adequate records of all such expenses.
7. Representations, Warranties and Covenants of the Sub-Adviser.
A) Properly Licensed. The Sub-Adviser is registered as an investment
adviser under the Advisers Act, and will remain so registered for
the duration of this Agreement. The Sub-Adviser agrees to promptly
notify the Adviser of the occurrence of any event that would
disqualify the Sub-Adviser from serving as an investment adviser to
an investment company. The Sub-Adviser is in compliance in all
material respects with all applicable federal and state law in
connection with its investment management operations.
B) ADV Disclosure. The Sub-Adviser has provided the Adviser with a
copy of its Form ADV as most recently filed with the SEC and will,
promptly after filing any amendment to its Form ADV with the SEC,
furnish a copy of such amendments to the Adviser. The information
contained in the Sub-Adviser's Form ADV is accurate and complete in
all material respects and does not omit to state any material fact
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
C) Fund Disclosure Documents. The Sub-Adviser has reviewed and will in
the future review, the Registration Statement, and any amendments
or supplements thereto, the annual or semi-annual reports to
shareholders, other reports filed with the Commission and any
marketing material of a Fund (collectively the "Disclosure
Documents") and represents and warrants that with respect to
disclosure about the Sub-Adviser, the manner
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in which the Sub-Adviser manages the Fund or information relating
directly or indirectly to the Sub-Adviser, such Disclosure
Documents contain or will contain, as of the date thereof, no
untrue statement of any material fact and does not omit any
statement of material fact which was required to be stated therein
or necessary to make the statements contained therein not
misleading.
D) No Statutory Disqualification As An Investment Adviser. The
Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act
from performing the services contemplated by this Agreement, and to
the best knowledge of the Sub-Adviser, there is no proceeding or
investigation that is reasonably likely to result in the
Sub-Adviser being prohibited from performing the services
contemplated by this Agreement.
E) Insurance. The Sub-Adviser shall maintain errors and omissions and
fidelity insurance coverage in an amount agreed upon from time to
time by the Adviser and the Sub-adviser and from an insurance
provider that is in the business of regularly providing insurance
coverage to investment advisers. The Sub-Adviser shall provide
prior written notice to the Adviser (i) of any material changes in
its insurance policies or insurance coverage; or (ii) if any
material claims will be made on its insurance policies.
Furthermore, it shall upon request provide to the Adviser any
information it may reasonably require concerning the amount of or
scope of such insurance. The Sub-Adviser's insurance shall, at a
minimum, cover errors and omissions of the Sub-Adviser.
F) Competent Staff. The Sub-Adviser shall ensure that sufficient and
competent investment management, administrative and compliance
staff experienced in managing accounts similar to the Funds shall
have charge at all times of the conduct of, and shall maintain
close supervision of, the investment and management of the Funds.
For the avoidance of doubt, the Sub-Adviser shall ensure that any
affiliate or third party to whom its duties have been delegated,
shall comply with the foregoing.
G) No Detrimental Agreement. The Sub-Adviser represents and warrants
that it has no arrangement or understanding with any party, other
than the Funds, that would influence the decision of the
Sub-Adviser with respect to its selection of securities for a Fund,
and that all selections shall be done in accordance with what is in
the best interest of the Funds.
H) Conflicts. The Sub-Adviser shall act honestly, in good faith and in
the best interests of the Funds including requiring any of its
personnel with knowledge of the Funds' activities to place the
interest of the Funds first, ahead of its own interests, in all
personal trading scenarios that may involve a conflict of interest
with a Fund.
I) Representations. The representations and warranties in this Section
7 shall be deemed to be made on the date this Agreement is executed
and at the
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time of delivery of the monthly compliance report required by
Section 3(a), whether or not specifically referenced in such
certificate.
8. Sub-Adviser's Compensation. The Adviser shall pay to the Sub-Adviser,
as compensation for the Sub-Adviser's services rendered hereunder, a
fee, computed daily at an annual rate of 0.40% of the first $100
million of the combined average daily net assets of the Funds and 0.30%
of the combined average daily net assets of the Funds in excess of $100
million. Such fee shall be computed daily and paid monthly in arrears
by the Adviser. The Funds shall have no responsibility for any fee
payable to the Sub-Adviser.
The method for determining net assets of each Fund for purposes hereof
shall be the same as the method for determining net assets for purposes
of establishing the offering and redemption prices of Fund shares as
described in the Fund's prospectus. In the event of termination of this
Agreement, the fee provided in this Section shall be computed on the
basis of the period ending on the last business day on which this
Agreement is in effect subject to a pro rata adjustment based on the
number of days elapsed in the current month as a percentage of the
total number of days in such month.
9. Independent Contractor. In the performance of its duties hereunder, the
Sub-Adviser is and shall be an independent contractor and, unless
otherwise expressly provided herein or otherwise authorized in writing,
shall have no authority to act for or represent a Fund or the Adviser
in any way or otherwise be deemed to be an agent of a Fund or the
Adviser. If any occasion should arise in which the Sub-Adviser gives
any advice to its clients concerning the shares of a Fund, the
Sub-Adviser will act solely as investment counsel for such clients and
not in any way on behalf of the Fund.
10. Assignment and Amendments. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of (i) its
assignment, including any change in control, as defined in the 1940
Act, of the Adviser or the Sub-Adviser, or (ii) in the event of the
termination of the Management Agreement; provided that such termination
shall not relieve the Adviser or the Sub-Adviser of any liability
incurred hereunder.
This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto
and in accordance with the 1940 Act, when applicable.
11. Duration and Termination.
A) This Agreement shall become effective as of the date executed and
shall remain in full force and effect continually thereafter,
subject to renewal and unless terminated automatically as set forth
in Section 11(A)(3) hereof or until terminated as follows:
1. The Adviser may at any time terminate this Agreement as to either
Fund by not more than sixty (60) days' nor less than thirty (30)
days' written
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notice delivered or mailed by registered mail, postage prepaid, to
the Sub-Adviser. In addition, either Fund may cause this Agreement
to terminate with respect to such Fund either (i) by vote of the
Board or (ii) upon the affirmative vote of a majority of the
outstanding voting securities of the Fund; or
2. The Sub-Adviser may at any time terminate this Agreement by not
more than sixty (60) days' nor less than thirty (30) days' written
notice delivered or mailed by registered mail, postage prepaid, to
the Adviser; or
3. This Agreement shall automatically terminate on December 31st of
any year, beginning on December 31, 2005, in which its terms and
renewal shall not have been approved by (A) (i) a majority vote of
the Board or (ii) the affirmative vote of a majority of the
outstanding voting securities of a Fund; provided, however, that if
the continuance of this Agreement is submitted to the shareholders
of a Fund for their approval and such shareholders fail to approve
such continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder as to the Fund in a
manner consistent with the 1940 Act and the rules and regulations
thereunder; and (B) a majority vote of the Trustees who are not
"interested persons" (as set forth in the 1940 Act, subject,
however, to such exemptions as may be granted by the Commission
under the 1940 Act or any interpretations of the staff of the
Commission) of the Fund, the Adviser or the Sub-Adviser, at a
meeting called for the purpose of voting on such approval.
B) For the purposes of this Agreement, "Affirmative vote of a majority
of the outstanding voting securities of the Fund" shall have the
meaning set forth in the 1940 Act, subject, however, to such
interpretations of the staff of the Commission.
Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.
In the event of termination of this Agreement for any reason, the
Sub-Adviser shall, immediately upon notice of termination or on
such later date as may be specified in such notice, cease all
activity on behalf of the Fund and with respect to any of its
assets. In addition, the Sub-Adviser shall deliver the Fund's Books
and Records to the Adviser by such means and in accordance with
such schedule as the Adviser shall direct and shall otherwise
cooperate in the transition of portfolio asset management to any
successor of the Sub-Adviser, including the Adviser, for a period
up to thirty-days (30) from such termination.
12. Liability of the Sub-Adviser. The Sub-Adviser shall not be liable to
the Adviser Indemnitees (as defined below) for any losses, claims,
damages, liabilities or litigation (including legal and other expenses)
incurred or suffered by an Adviser Indemnitee as a result of any error
of judgment or mistake of law by the Sub-
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Adviser with respect to a Fund, except that nothing in this Agreement
shall operate or purport to operate in any way to exculpate, waive or
limit the liability of the Sub-Adviser for, and the Sub-Adviser shall
indemnify and hold harmless the Adviser, each Fund and all affiliated
persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx)
and all controlling persons (as described in Section 15 of the 1933
Act) (collectively, the "Adviser Indemnitees") against any and all
losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) by reason of or arising out of:
(a) the Sub-Adviser being in violation of any applicable federal or
state law, rule or regulation or any investment policy or restriction
set forth in the Fund's Registration Statement or any written
guidelines or instruction provided in writing by the Board or the
Adviser, (b) the Fund's failure to satisfy the diversification or
source of income requirements of Subchapter L or M of the Code, to the
extent applicable, by reason of any action or omission of the
Sub-Adviser, unless acting at the direction of the Adviser, (c) the
Sub-Adviser's willful misfeasance, bad faith or gross negligence
generally in the performance of its duties hereunder or its reckless
disregard of its obligations and duties under this Agreement or (d) the
Fund being in violation of any applicable federal or state law, rule or
regulation or any investment policy or restriction set forth in the
Fund's Registration Statement or any written guidelines or instruction
provided in writing by the Board or the Adviser, by reason of any
action or omission of the Sub-Adviser.
13. Limitation of Liability. The parties to this Agreement acknowledge and
agree that no Trustee, officer or holder of shares of beneficial
interests of a Fund shall be liable for any litigation arising
hereunder, whether direct or indirect. Each Fund's Certificate of
Trust, as amended from time to time, is on file in the Office of the
Secretary of State of the State of Delaware. Such Certificate of Trust
and the Fund's Agreement and Declaration of Trust describe in detail
the respective responsibilities and limitations on liability of the
Trustees, officers, and holders of shares of beneficial interest.
14. Jurisdiction. This Agreement shall be governed by and construed in
accordance with the substantive laws of The Commonwealth of
Massachusetts and the Sub-Adviser consents to the jurisdiction of
courts, both state or federal, in Boston, Massachusetts, with respect
to any dispute under this Agreement.
15. Paragraph Headings. The headings of paragraphs contained in this
Agreement are provided for convenience only. They form no part of this
Agreement and shall not affect its construction.
16. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
By:
------------------------------- -------------------------------------------
Name:
Title:
ATTEST: AEW MANAGEMENT AND ADVISORS, L.P.
By:
------------------------------- -------------------------------------------
Name:
Title:
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