SUB-ADVISORY AGREEMENT
SUB-ADVISER AGREEMENT made as of this 13th day of February, 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 OAK RIDGE INVESTMENTS, LLC, an Illinois limited liability
company with its principal place of business at 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx
0000, Xxxxxxx, Xxxxxxxx 00000 ("Sub-Adviser").
WITNESSETH
WHEREAS, pursuant to authority granted to the Adviser by the Board of
Trustees (the "Board") of the PIONEER OAK RIDGE SMALL CAP GROWTH FUND (the
"Fund") and pursuant to the provisions of the Management Agreement dated as of
February 14, 2003 between the Adviser and the Fund (the "Management Agreement"),
the Adviser has selected the Sub-Adviser to act as a sub-investment adviser of
the 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 sub-investment
adviser with respect to the Fund. In such capacity, the Sub-Adviser shall,
subject to the supervision of the Adviser and the Board, regularly provide
the Fund with investment research, advice and supervision and shall
furnish continuously an investment program for the 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 the
Fund, what securities shall be held or sold by the Fund and what portion
of the 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
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
the 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 the Fund as the Adviser may from time to time direct. No
reference in this Agreement to the Sub-Adviser having full discretionary
authority over the 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 the Fund's assets or to otherwise
exercise its right to control the overall management of this 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 the Fund, and with any policies, guidelines, instructions
and procedures approved by the Board or the Adviser and provided to the
Sub-Adviser. In selecting the 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 Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), for qualification as a
regulated investment company. The Sub-Adviser shall maintain compliance
procedures for the Fund that it reasonably believes are adequate to ensure
the Fund's 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 Fund shall be
voted, and the Board has initially determined to delegate the authority
and responsibility to vote proxies for the Fund's securities to the
Adviser. So long as proxy voting authority for the Fund 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 Fund 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 exercise its proxy voting responsibilities. The Sub-Adviser
shall not vote proxies with respect to the securities held by the Fund
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 the Fund's Proxy Voting Policies and 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 the 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
Fund, except as otherwise provided herein or as may be necessary for the
Sub-Adviser to supply to the Adviser, the Fund or its Board the
information required to be supplied under this Agreement.
2
The Sub-Adviser shall maintain separate books and detailed records
of all matters pertaining to the Fund's assets advised by the Sub-Adviser
required by Rule 3la-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 Fund's Books and Records shall be available to the
Adviser and the Board at any time upon request, shall be delivered to the
Fund upon the termination of this Agreement and shall be available for
telecopying without delay during any day the Fund is open for business.
(e) Holdings Information and Pricing. The Sub-Adviser shall keep the
Fund 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 the 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.
(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 Fund, the Fund's custodian and foreign sub-custodians,
the Fund's pricing agents and all other agents and representatives of the
Fund and the Adviser, such information with respect to the Fund 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 Fund. The Sub-Adviser
shall ensure that its Access Persons (as defined in the Sub-Adviser's Code of
Ethics) 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 Fund
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 Fund and the Adviser. The Sub-Adviser
shall respond to requests for information from the Adviser as to violations of
the Code by Access Persons 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 the
Fund.
3
3. Information and Reporting. The Sub-Adviser shall keep the 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 affect the Fund.
In this regard, the Sub-Adviser shall provide the Fund, the Adviser, and their
respective officers with such periodic reports concerning the obligations the
Sub-Adviser has assumed under this Agreement as the Fund 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 the Fund in accordance with its investment objectives and policies
or any applicable law; or (ii) any breach of any of the Fund's or the
Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser
shall provide a monthly certification that the Fund is in compliance with
its investment objectives and policies, applicable law, including, but not
limited to the 1940 Act and Subchapter 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 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 Fund with supporting
certifications in connection with such certifications of the Fund's
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 the 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 the 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 Fund or the
Sub-Adviser's conduct of its business as an investment adviser available
for compliance audits by the Adviser or the Fund's employees, accountants
or counsel; in this regard, the Fund and the Adviser acknowledge that the
Sub-Adviser shall have no obligations to make available proprietary
information unrelated to the services provided to the Fund 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 Fund.
(c) Board and Filings Information. The Sub-Adviser will also provide
the Adviser with any information reasonably requested regarding its
management of the Fund 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
4
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 the 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 the
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 the Fund's compliance.
4. Brokerage.
(a) Principal and Agency Transactions. In connection with purchases
or sales of securities for the account of the 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 the
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 Fund the most
favorable execution and net price available except as described herein. It
is also understood that it is desirable for the 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 Fund 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, the Sub-Adviser may consider the sale of the Fund's
shares in selecting brokers and dealers.
(c) Aggregated Transactions. On occasions when the Sub-Adviser deems
the purchase or sale of a security to be in the best interest of the 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.
5
(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 for the 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 the 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 the 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 the
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 the 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 the 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,
6
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.
(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 the
Fund (collectively the "Disclosure Documents") and represents and warrants
that with respect to disclosure about the Sub-Adviser, the manner in which
the Fund is managed 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,
7
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) Use Of The Name "Oak Ridge". The Sub-Adviser has the right to
use the name "Oak Ridge" in connection with its services to the Fund and
that the Adviser and the Fund shall have the right to use the name "Oak
Ridge" in connection with the management and operation of the Fund and its
assets, and that there are no threatened or existing actions, claims,
litigation or proceedings that would adversely effect or prejudice the
rights of the Sub-Adviser, Adviser or Fund to use the name "Oak Ridge".
(f) 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.
(g) Competent Staff. The Sub-Adviser shall ensure that sufficient
and competent investment management, administrative and compliance staff
experienced in managing accounts similar to the Fund shall have charge at
all times of the conduct of, and shall maintain close supervision of, the
investment and management of the Fund. 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.
(h) No Detrimental Agreement. The Sub-Adviser represents and
warrants that it has no arrangement or understanding with any party, other
than the Fund, that would influence the decision of the Sub-Adviser with
respect to its selection of securities for the Fund, and that all
selections shall be done in accordance with what is in the best interest
of the Fund.
(i) Conflicts. The Sub-Adviser shall act honestly, in good faith and
in the best interests of the Fund including requiring any of its personnel
with knowledge of the Fund's activities to place the interest of the Fund
first, ahead of their own interests, in all personal trading scenarios
that may involve a conflict of interest with the Account.
(j) 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 time of delivery of the monthly compliance report
required by Section 3(a), whether or not specifically referenced in such
certificate.
8. The Name "Oak Ridge". The Sub-Adviser consents to the use by the Fund
of the name "Oak Ridge " as part of the name of the Fund. The foregoing
authorization by the Sub-Adviser to the Fund to use said name as part of the
name of the Fund is not exclusive of the right of the Sub-Adviser itself to use,
or to authorize others to use, the same; the Fund acknowledges
8
and agrees that as between the Fund and the Sub-Adviser, the Sub-Adviser has the
exclusive right so to use, or authorize others to use, said name and the 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, the Fund agrees that, upon any termination of this
Agreement, the Fund will, at the request of the Sub-Adviser, use its best
efforts to change the name of the Fund within three months of its receipt of the
Sub-Adviser's request so as to eliminate all reference, if any, to the name "Oak
Ridge" and will not thereafter transact any business using the name "Oak Ridge"
in the name of the Fund; provided, however, that the 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.
9. 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 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.
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 Fund or the Adviser in any way or
otherwise be deemed to be an agent of the Fund or the Adviser. If any occasion
should arise in which the Sub-Adviser gives any advice to its clients concerning
the shares of the Fund, the Sub-Adviser will act solely as investment counsel
for such clients and not in any way on behalf of the Fund.
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 of the Adviser or the Sub-Adviser,
as defined in the 1940 Act, 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.
9
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 as provided in Section 12(d) and unless terminated
automatically as set forth in Section 11 hereof or until terminated as
follows:
(b) The 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
Sub-Adviser. In addition, the Fund may cause this Agreement to terminate
either (i) by vote of its Board or (ii) upon the affirmative vote of a
majority of the outstanding voting securities of the Fund; or
(c) 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
(d) This Agreement shall automatically terminate on December 31st of
any year, beginning on December 31, 2004, 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 0000 Xxx)
of the Fund, the Adviser or the Sub-Adviser, at a meeting called for the
purpose of voting on such approval.
(e) 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 exemptions as
may be granted by the Commission under the 1940 Act or any interpretations
of the staff of the Commission.
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 the 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 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
10
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 M of the Code 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. In addition,
the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser
against any liability that arose out of the Sub-Adviser's management of Oak
Ridge Small-Cap Equity Fund pursuant to the Amended and Restated Investment
Advisory Agreement with the Sub-Adviser dated March 1, 1999, subject to the
standard of care set forth in this Agreement.
14. Enforceability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
15. Limitation of Liability. The parties to this Agreement acknowledge and
agree that all litigation arising hereunder, whether direct or indirect, and of
any and every nature whatsoever shall be satisfied solely out of the assets of
the Fund and that no Trustee, officer or holder of shares of beneficial interest
of the Fund shall be personally liable for any of the foregoing liabilities. The
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.
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 or 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 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.
11
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.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxxxxx
--------------------------- ---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title Secretary
ATTEST: OAK RIDGE INVESTMENTS, LLC
/s/ Xxxx X. Moby By: /s/ Xxxxx Xxxxxxx
--------------------------- ---------------------------------
Name: Xxxxx Xxxxxxx
Title Chairman
Accepted and agreed to as of the day and year first above written.
12
SCHEDULE A
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 $250 Million 0.50%
Greater than $250 Million and less than or equal to $500 Million 0.45%
Greater than $500 Million and less than or equal to $750 Million 0.40%
Greater than $750 Million 0.35%
13
