SUB-ADVISORY AGREEMENT
THIS SUB-ADVISORY AGREEMENT is made as of this 3rd day of May, 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").
W I T N E S S E T H
WHEREAS, the Adviser serves as investment manager to Pioneer Real Estate
Shares and Pioneer Real Estate Shares VCT Portfolio, a 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 Agreement" 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 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 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.
(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 affect 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 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-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 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 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 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 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 at the 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 12 hereof or until
terminated as follows:
(i) 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
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
(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 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-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 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. The 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.
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: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Executive Vice President
ATTEST: AEW MANAGEMENT AND ADVISORS, L.P.
_______________________________ By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: General Counsel
