MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT ("Agreement") is made as of this 1st day of June,
2018, by and between Pioneer ILS Bridge Fund (the "Trust"), a Delaware
statutory trust, and Amundi Pioneer Asset Management, Inc., a Delaware
corporation (the "Manager").
WHEREAS, the Trust is registered as a management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Manager is engaged primarily in rendering investment advisory
and management services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended;
WHEREAS, the Trust wishes to retain the Manager to provide investment
advisory and management services to the Trust; and
WHEREAS, the Manager is willing to furnish such services on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed as follows:
1. The Trust hereby appoints the Manager to act as investment adviser of the
Trust for the period and on the terms set forth in this Agreement. The Manager
accepts such appointment and agrees to render the services herein set forth,
for the compensation herein provided.
2. (a) Subject to the supervision of the Trust's Board of Trustees (the
"Board"), the Manager shall regularly provide the Trust with investment
research, advice, management and supervision and shall furnish a continuous
investment program for the Trust's portfolio of securities and other
investments consistent with the Trust's investment objectives, policies and
restrictions, as each shall be from time to time in effect. The Manager shall
determine from time to time what securities and other investments (including,
without limitation, repurchase agreements, swap agreements, options, futures
and other instruments) will be purchased, retained, sold or exchanged by the
Trust and what portion of the assets of the Trust's portfolio will be held in
the various securities and other investments in which the Trust invests, and
what portion will be held uninvested in cash, and shall implement those
decisions (including the execution of investment documentation), all subject to
the provisions of the Trust's Declaration of Trust and By-Laws (collectively,
the "Governing Documents") and the 1940 Act, as well as the investment
objectives, policies and restrictions of the Trust referred to above, and any
other specific policies adopted by the Board and disclosed to the Manager. The
Manager is authorized as the agent of the Trust to give instructions to the
custodian of the Trust as to deliveries of securities and other investments and
payments of cash for the account of the Trust. Subject to applicable provisions
of the 1940 Act and direction from the Board, the investment program to be
provided hereunder may entail the investment of all or substantially all of the
assets of the Trust in one or more investment companies. The Manager will place
orders pursuant to its investment determinations for the Trust either directly
with the issuer or with any broker or dealer, foreign currency dealer, futures
commission merchant or others selected by it. Except as described herein, the
Manager shall seek overall the best execution available in the selection of
brokers or dealers and the placing of orders for the Trust. In assessing the
best execution available for any transaction, the Manager may consider factors
it deems relevant, including the size and type of the transaction, the nature
and character of the markets for the security to be purchased or sold, the
execution capabilities and financial condition of the broker or dealer, and the
reasonableness of the commission or dealer spread, if any (whether for a
specific transaction or on a continuing basis). In
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connection with the selection of such brokers or dealers and the placing of
such orders, subject to applicable law, brokers or dealers may be selected who
also provide brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) to the Trust and/or the other accounts over which the Manager or its
affiliates exercise investment discretion. The Manager is authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Trust which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if the Manager determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or in terms of all of the accounts over which the
Manager or its affiliates exercise investment discretion. The Manager shall
also provide advice and recommendations with respect to other aspects of the
business and affairs of the Trust, shall exercise voting rights, rights to
consent to corporate action and any other rights pertaining to the Trust's
portfolio securities subject to such direction as the Board may provide, and
shall perform such other functions of investment management and supervision as
may be directed by the Board. Notwithstanding the foregoing, the Manager shall
not be deemed to have assumed any duties with respect to, and shall not be
responsible for, the distribution of the shares of the Trust, nor shall the
Manager be deemed to have assumed or have any responsibility with respect to
functions specifically assumed by any administrator, transfer agent, fund
accounting agent, custodian, shareholder servicing agent or other agent, in
each case employed by the Trust to perform such functions. The Manager may
execute on behalf of the Trust certain agreements, instruments and documents in
connection with the services performed by it under this Agreement. These may
include, without limitation, brokerage agreements, clearing agreements, account
documentation, futures and options agreements, swap agreements, other
investment related agreements, and any other agreements, documents or
instruments the Manager believes are appropriate or desirable in performing its
duties under this Agreement.
(b) The Trust hereby authorizes any entity or person associated with the
Manager which is a member of a national securities exchange to effect any
transaction on the exchange for the account of the Trust which is permitted by
Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Trust
hereby consents to the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv).
3. Subject to the Board's approval, the Manager or the Trust may enter into
contracts with one or more investment subadvisers, including without
limitation, affiliates of the Manager, in which the Manager delegates to such
investment subadvisers any or all its duties specified hereunder, on such terms
as the Manager determines to be necessary, desirable or appropriate, provided
that in each case such contracts are entered into in accordance with and meet
all applicable requirements of the 1940 Act. The Trust agrees that the Manager
shall not be accountable to the Trust or the Trust's shareholders for any loss
or other liability relating to specific investments selected by any such
subadviser.
4. The Trust shall at all times keep the Manager fully informed with regard
to the securities and other investments owned by the Trust, its funds
available, or to become available, for investment, and generally as to the
condition of its affairs. The Trust shall furnish the Manager with such other
documents and information with regard to its affairs as the Manager may from
time to time reasonably request. The Manager shall supply the Board and
officers of the Trust with such information and reports reasonably required by
them and reasonably available to the Manager.
5. (a) Unless maintained by another party on the Trust's behalf, the Manager
shall maintain the books and records with respect to the Trust's securities and
other transactions and keep the Trust's books of account in accordance with all
applicable federal and state laws and regulations. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, the Manager hereby agrees that
any records that it maintains for the Trust are the property of the Trust, and
further agrees to surrender
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promptly to the Trust any of such records upon the Trust's request. The Manager
further agrees to arrange for the preservation of the records required to be
maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule
31a-2 under the 1940 Act.
(b) The Manager shall furnish, at its expense, all necessary services,
facilities, equipment and personnel for performing the Manager's services under
this Agreement. Other than as herein specifically indicated, the Manager shall
not be responsible for the Trust's ordinary and extraordinary expenses, and the
Trust shall pay the Trust's ordinary and extraordinary expenses. The Manager
may agree to provide to the Trust services other than the services that are
provided under this Agreement, on such terms as the Manager and the Trust may
agree from time to time, and nothing herein shall preclude payment by the Trust
of compensation to the Manager for any such services rendered pursuant to a
written agreement or agreements approved by the Board.
6. From time to time, the Manager shall authorize and permit certain of its
directors, officers and employees, who may be elected as Board members or
officers of the Trust, to serve in the capacities in which they are elected.
The Manager will pay directly or reimburse the Trust for the compensation (if
any) of the Trustees who are affiliated persons of the Manager and all officers
of the Trust as such, except as the Board may decide.
7. As compensation for the services performed and the facilities furnished
and expenses assumed by the Manager, the Trust shall pay the Manager, as
promptly as possible after the last day of each month, a fee, computed daily at
an annual rate equal to 1.75% of the Trust's average daily net assets. If this
Agreement is terminated as of any date not the last day of a month, the fee
payable by the Trust shall be paid as promptly as possible after such date of
termination and 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 the month.
8. The Manager assumes no responsibility under this Agreement other than to
render the services called for hereunder, in good faith, and shall not be
liable for any error of judgment or mistake of law, or for any loss arising out
of any investment or for any act or omission in the execution of securities or
other transactions for the Trust, provided that nothing in this Agreement shall
protect the Manager against any liability to the Trust to which the Manager
would otherwise be subject by reason of willful misfeasance, bad faith, or
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder. As used in this paragraph 8,
the term "Manager" shall include any affiliates of the Manager performing
services for the Trust pursuant to this Agreement and the partners,
shareholders, directors, officers and employees of the Manager and such
affiliates.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Manager who may also be a Trustee,
officer, or employee of the Trust, to engage in any other business or to devote
his time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature, nor to limit or
restrict the right of the Manager to engage in any other business or to render
services of any kind, including investment advisory and management services, to
any other fund, firm, individual or association. If the purchase or sale of
securities or other investments consistent with the investment policies of the
Trust or one or more other accounts of the Manager is considered at or about
the same time, transactions in such securities or other investments will be
allocated among the accounts in a manner deemed equitable by the Manager. Such
transactions may be combined, in accordance with applicable laws and
regulations, and consistent with the Manager's policies and procedures as
presented to the Board from time to time.
10. For the purposes of this Agreement, the Trust's "net assets" equal the
value of the Trust's securities plus any other assets minus its accrued
operating expenses and other liabilities, and the terms
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"assignment," "interested person," and "majority of the outstanding voting
securities" shall have the meanings given to them by Section 2(a) of the 1940
Act, and references to the "1940 Act" shall include any rule, regulation or
applicable exemptive order of the Securities and Exchange Commission (the
"Commission") thereunder and interpretive guidance with respect to the 1940 Act
by the Commission or its staff.
11. This Agreement will become effective on the date first above written,
provided that it shall have been approved by the Trust's Board and by the
shareholders of the Trust in accordance with the requirements of the 1940 Act
and, unless sooner terminated as provided herein, will continue in effect for
an initial two year period. Thereafter, if not terminated, this Agreement shall
continue in effect, so long as such continuance is specifically approved at
least annually (i) by the Board or (ii) by a vote of a majority of the
outstanding voting securities of the Trust, provided that in either event the
continuance is also approved by a majority of the Trustees who are not
interested persons of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval.
12. This Agreement is terminable without penalty by the Board or by vote of
a majority of the outstanding voting securities of the Trust, in each case on
not more than 60 days' nor less than 30 days' written notice to the Manager, or
by the Manager upon not less than 60 days' written notice to the Trust, and
will be terminated upon the mutual written consent of the Manager and the
Trust. This Agreement shall terminate automatically in the event of its
assignment.
13. The Manager agrees that for services rendered to the Trust, or for any
claim by it in connection with services rendered to the Trust, it shall look
only to assets of the Trust for satisfaction and that it shall have no claim
against the assets of any other portfolios of the Trust. The undersigned
officer of the Trust has executed this Agreement not individually, but as an
officer under the Trust's Declaration of Trust and the obligations of this
Agreement are not binding upon any of the Trustees, officers or shareholders of
the Trust individually.
14. The Trust agrees that in the event that none of the Manager or any of
its affiliates acts as an investment adviser to the Trust, the name of the
Trust will be changed to one that does not contain the name "Pioneer" or
otherwise suggest an affiliation with the Manager.
15. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no material amendment of the Agreement shall be effective until
approved, if so required by the 1940 Act, by vote of the holders of a majority
of the Trust's outstanding voting securities.
16. This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. Should any part of this Agreement be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding on and shall inure to the benefit of the parties hereto and their
respective successors.
17. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
18. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
[signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
PIONEER ILS BRIDGE FUND
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: President
AMUNDI PIONEER ASSET MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chief Financial Officer
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