SUB-ADVISORY AGREEMENT
THIS SUB-ADVISORY AGREEMENT is made as of this 15th 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 IBBOTSON ASSOCIATES, LLC, a Delaware
limited liability company, with its principal place of business at 000 Xxxxx
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 ("Sub-Adviser").
W I T N E S S E T H
WHEREAS, the Adviser serves as investment manager to the series (each a
Fund) of Pioneer Ibbotson Asset Allocation Series and Pioneer Variable Contracts
Trust (collectively, 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 August 4, 2004 and [], 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 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 held or sold by each 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
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. 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. In
selecting a Fund's portfolio securities and performing the Sub-Adviser's
obligations hereunder, the Sub-Adviser shall cause the Fund to comply with
the applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), and the rules and regulations thereunder (including, without
limitation, Subchapter M of the Code and the investment diversification
provisions of Section 817(h) of the Code. The Sub-Adviser shall maintain
compliance procedures for each 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 Trust shall be
voted, and the Board has initially determined to delegate the authority and
responsibility to vote proxies for the Trust's securities to the Adviser.
So long as proxy voting authority for the Trust 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 Trust 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 Trust 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 the Trust 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
Trust, except as otherwise provided herein or 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.
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 "Trust's Books and Records"). The Trust's 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 Trust upon the
termination of this Agreement and shall be available for telecopying
without delay during any day the Trust is open for business.
(e) Holdings Information and Pricing. The Sub-Adviser shall keep each 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 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 Trust's valuation procedures for the
purpose of calculating a Fund's net asset value in accordance with
procedures and methods established by the Board.
(f) 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 a Fund's or the Adviser's policies, guidelines or
procedures. In addition, the Sub-Adviser shall provide a quarterly
certification that each Fund is in compliance with its investment
objectives and policies, applicable law, including, but not limited to the
1940 Act, Subchapter M and Subchapter L 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 quarterly
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 Trust with supporting certifications
in connection with such certifications of each 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 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 management of a 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 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.
(b) Placement of Orders. Upon instructions from the Sub-Adviser, the
Adviser shall arrange for the placing of all orders for the purchase
and sale of securities for a Fund.
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 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. 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 influence the decision of the Sub-Adviser with
respect to its selection of securities for the Funds, and that all
selections shall be done in accordance with what is in the best
interest of the Fund.
(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 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 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, 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 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.
(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 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 and Subchapter L 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) 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 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.
14. 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.
15. 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.
16. 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.
17. 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:______________________________________
Name:
Title:
IBBOTSON ASSOCIATES, LLC
By:______________________________________
Name:
Title:
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 $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%
Annex A
Effective August 9, 2004
Pioneer Ibbotson Moderate Allocation Fund
Pioneer Ibbotson Growth Allocation Fund
Pioneer Ibbotson Aggressive Allocation Fund
Effective February 19, 2005
Pioneer Ibbotson Conservative Allocation Fund
Pioneer Ibbotson Moderate Allocation VCT Portfolio
Pioneer Ibbotson Growth Allocation VCT Portfolio
Pioneer Ibbotson Aggressive Allocation VCT Portfolio
