SUB-ADVISORY AGREEMENT
THIS SUB-ADVISORY AGREEMENT is made as of this 1st day of March 2006 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 IBBOTSON ASSOCIATES ADVISORS, LLC, a Delaware limited liability
company, with its principal place of business at 000 Xxxxx Xxxxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000 ("Sub-Adviser").
WITNESSETH
WHEREAS, the Adviser serves as investment manager to series (each a Fund)
of Pioneer Variable Contracts Trust (the "Trust") listed on Annex A hereto from
time to time, pursuant to one or more Management Agreements between the Funds
and the Adviser dated February 1, 2005 (collectively, the "Management
Agreement");
WHEREAS, pursuant to authority granted to the Adviser by the Board of
Trustees of the Trust (the "Board") and pursuant to the provisions of the
Management Agreement, the Adviser has selected the Sub-Adviser to act as
investment sub-adviser of each Fund 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 each Fund. In such capacity, the Sub-Adviser
shall, subject to the supervision of the Adviser and the Board, regularly
provide each Fund with a continuous investment allocation program
consistent with the investment objectives and policies of the Fund. The
Sub-Adviser shall determine, from time to time, what shares of open-end
management investment companies are to be held or sold by each Fund,
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 Trust'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. However, with respect to
any assets of the Funds that are not invested in shares of open-end
management investment companies, the Adviser will manage the investment and
reinvestment of such cash portion of the Funds. To carry out such
obligations, the Sub-Adviser shall exercise full discretion and act for
each Fund in the 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 a 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 the Fund's assets.
(b) Compliance. The Sub-Adviser agrees to comply with the requirements
of the 1940 Act, the Investment Advisers Act of 1940, as amended (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 the
Trust, and with any policies, guidelines, instructions and procedures
approved by the Board or the Adviser and provided to the Sub-Adviser. The
Sub-Adviser shall 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. The Adviser
shall be responsible for monitoring each Fund's compliance with all
applicable laws including compliance with Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), for qualification as a
regulated investment company and Section 817(h) of the Code relating to
insurance company segregated asset accounts. The Sub-Adviser will provide
the Adviser with any information that is requested of it by the Adviser in
connection with the Adviser's compliance obligations set forth in the
preceding sentence.
(c) Proxy Voting. The Adviser will vote proxies relating to the Funds'
securities. The Adviser will vote all such proxies in accordance with such
proxy voting guidelines and procedures adopted by the Board. The Adviser
may, on certain non-routine matters, consult with the Subadviser before
voting proxies relating to the Funds' securities. The Adviser will instruct
the custodian and other parties providing services to the Trust to promptly
forward to the proxy voting service copies of all proxies and shareholder
communications relating to securities held by each Fund (other than
materials relating to legal proceedings).
(d) Recordkeeping. The Sub-Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the
Trust, except (i) as otherwise provided herein, (ii) as may be reasonably
necessary for the Sub-Adviser to supply to the Adviser, the Trust or the
Board the information required to be supplied under this Agreement, or
(iii) as may be required by the provisions of Rule 31a-1 under the 1940 Act
applicable to the services provided by the Sub-Adviser under this
Agreement. The Sub-Adviser agrees that any records that it maintains and
preserves on behalf of the Trust, will be maintained and preserved in the
form and for the periods
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required by Rules 31a-1 and 31a-2 under the 1940 Act. The Subadviser agrees
that all accounts, books and other records maintained and preserved by it
as required hereby shall be subject at any time, and from time to time, to
such reasonable periodic, special and other examinations by the Securities
and Exchange Commission, the Trust's auditors, the Trust or any
representative of the Trust, the Adviser, or any governmental agency or
other instrumentality having regulatory authority over the Trust.
(e) Cooperation with Agents of the Adviser and the Trust. The
Sub-Adviser agrees to cooperate with and provide reasonable assistance to
the Adviser, the Trust, the Trust's custodian and foreign sub-custodians,
the Trust's pricing agents and all other agents and representatives of the
Trust and the Adviser, provide them with such information with respect to
the Trust 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 the Advisers Act
and the 1940 Act, which it will provide to the Adviser and the Trust. 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 Adviser and/or the Trust 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
employees 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 the Advisers Act and/or the 1940 Act, concerning the
Sub-Adviser's Code of Ethics to the Trust and the Adviser. The Sub-Adviser shall
respond to requests for information from the Adviser as to violations of its
Code of Ethics and the sanctions imposed by the Sub-Adviser. The Sub-Adviser
shall immediately notify the Adviser of any material violation of its Code of
Ethics, whether or not such violation relates to any security held by the Trust.
3. Information and Reporting. The Sub-Adviser shall keep the Trust 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 affect a Fund. In
this regard, the Sub-Adviser shall provide the Trust, the Adviser, and their
respective officers with such periodic reports concerning the obligations the
Sub-Adviser has assumed under this Agreement as the Trust 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 the Sub-Adviser's policies,
guidelines or procedures. In addition, the Sub-Adviser shall provide
periodic certifications, as reasonably requested, that each Fund is in
compliance with its investment objectives and policies, and the
Sub-Adviser's policies, guidelines or procedures applicable to the services
provided by the Sub-Adviser under this Agreement. The Sub-Adviser agrees to
correct any such failure promptly and to take any action that the Adviser
may reasonably request in connection with any such
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breach. 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 Trust or the
Sub-Adviser's conduct of its business as an investment adviser available
for compliance audits by the Adviser or the Trust's employees, accountants
or counsel; in this regard, the Trust 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 activities
under the Agreement required for any meeting of the Board, or for any
shareholder report, amended registration statement, proxy statement, or
prospectus supplement to be filed by the 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 each
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 a
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-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.
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(b) Placement of Orders. The Sub-Adviser will initiate and communicate
all trade execution orders to the custodian for the Funds.
5. Custody. Nothing in this Agreement shall permit the Sub-Adviser to take
or receive physical possession of cash, securities or other investments of the
Funds.
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 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. A 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 Funds 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
5
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 Part II of its Form ADV and will, promptly after amendment, 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 the
Funds (collectively the "Disclosure Documents") and represents and warrants
that with respect to disclosure about the Sub-Adviser, the manner in which
the Sub-Adviser manages a 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 a Fund as set forth in this Agreement. 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
Trust, that would
6
influence the decision of the Sub-Adviser with respect to its duties
hereunder, and that its duties shall be carried out 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 their 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 shall continue throughout the term of this Agreement.
8. Sub-Adviser's Compensation. The Adviser shall pay to the Sub-Adviser, as
compensation for the Sub-Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid monthly in arrears by the Adviser. The Fund
shall have no responsibility for any fee payable to the Sub-Adviser. In the
event that the fee paid to the Adviser for managing the Fund is reduced by
regulatory authorities or the Board for any reason whatsoever, the fee hereunder
shall be subject to the same percentage reduction.
The method for determining net assets of the Funds for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of a Fund's shares as described
in the Trust'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. The Name "Ibbotson". The Sub-Adviser consents to the use by a Fund of
the name "Ibbotson" as part of the name of such Fund. The foregoing
authorization by the Sub-Adviser to each Fund to use said name as part of the
name of such Fund is not exclusive of the right of the Sub-Adviser itself to
use, or to authorize others to use, the same; each Fund acknowledges and agrees
that as between each Fund and the Sub-Adviser, the Sub-Adviser has the exclusive
right so to use, or authorize others to use, said name and each Fund agrees to
take such action as may reasonably be requested by the Sub-Adviser to give full
effect to the provisions of this section. Without limiting the generality of the
foregoing, each Fund agrees that, upon any termination of this Agreement, each
Fund will, at the request of the Sub-Adviser, use its best efforts to change the
name of such Fund within three months of its receipt of the Sub-Adviser's
request so as to eliminate all reference, if any, to the name "Ibbotson" and
will not thereafter transact any business using the name "Ibbotson" in the name
of each Fund; provided, however, that each Fund and the Adviser may continue to
use beyond such date any supplies of prospectuses, marketing materials and
similar documents that the Adviser or its affiliates had on hand at the date of
such name change.
10. 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 the Trust
7
or the Adviser in any way or otherwise be deemed to be an agent of the Trust or
the Adviser. If any occasion should arise in which the Sub-Adviser gives any
advice to its clients concerning the shares of the Trust, the Sub-Adviser will
act solely as investment counsel for such clients and not in any way on behalf
of the Trust.
11. 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.
12. 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 12 hereof or until
terminated as follows:
(i) The Adviser may at any time terminate this Agreement as to any or
all Funds 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 Sub-Adviser. In addition, any Fund may cause this Agreement to
terminate as to that 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
(ii) 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
(iii) This Agreement shall automatically terminate as to each Fund on
December 31st of any year, beginning on December 31, 2006, 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 the Fund; provided, however, that if the continuance
of this Agreement is submitted to the shareholders of the 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.
8
(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 as to a Fund 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 Trust's Books and Records as to that Fund 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.
13. 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-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, the 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 or causing
the Fund to be in violation of any applicable federal or state law, rule or
regulation related to its duties hereunder or any investment policy or
restriction set forth in the Trust's Registration Statement or any written
guidelines or instruction provided in writing by the Board or the Adviser, or
(b) 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.
14. Liability of the Adviser. The Adviser shall indemnify and hold harmless
the Sub-Adviser 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 "Sub-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 Adviser being in violation of any applicable federal or state law, rule
or regulation or any investment policy or restriction set forth in the Trust's
Registration Statement or any written guidelines or instruction provided in
writing by the Board or the Adviser, (b) a Fund's failure to satisfy the
diversification or source of income requirements of Subchapter M or Section
817(h) of the Code by reason of any action or omission of the Adviser, or
direction of the Adviser to the Sub-Adviser, (c) the 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) a Fund being in violation of any applicable federal or
state law, rule or regulation or any investment policy or restriction set forth
in the Trust's Registration Statement
9
or any written guidelines or instruction provided in writing by the Board or the
Adviser, by reason of any action or omission of the Adviser.
15. Limitation of Liability. The parties to this Agreement acknowledge and
agree that no Trustee, officer or holder of shares of beneficial interests of
the Trust shall be liable for any litigation arising hereunder, whether direct
or indirect. The Trust'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 Trust'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.
16. 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 and federal,
in Boston, Massachusetts, with respect to any dispute under this Agreement.
17. Paragraph Headings. The headings of paragraphs contained in this
Agreement are provided for convenience only. The headings form no part of this
Agreement and shall not affect its construction.
18. 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.
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.
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
IBBOTSON ASSOCIATES ADVISORS, LLC
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
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SCHEDULE A
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The Adviser will pay to the Sub-Adviser as compensation for the Sub-Adviser's
services rendered, a fee, computed daily and payable at the end of each month at
an annual rate based on the average daily net assets of the Fund under the
following fee schedule:
Assets Rate
------ ----
First $2.5 Billion 0.10%
Greater than $2.5 Billion and less than or equal to $4 Billion 0.08%
Greater than $4 Billion and less than or equal to $5.5 Billion 0.07%
Greater than $5.5 Billion and less than or equal to $7 Billion 0.06%
Greater than $7 Billion 0.05%
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Annex A
Pioneer Ibbotson Aggressive Allocation VCT Portfolio
Pioneer Ibbotson Growth Allocation VCT Portfolio
Pioneer Ibbotson Moderate Allocation VCT Portfolio
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