SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT made as of this __ day of _______, 2005 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 OAKBROOK INVESTMENTS, LLC, an Illinois limited liability company
with its principal place of business at 000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxx,
Xxxxxxxx 00000 ("Sub-Adviser").
W I T N E S S E T H
WHEREAS, pursuant to authority granted to the Adviser by the Board of
Trustees (the "Board") of the PIONEER FOCUSED EQUITY FUND (the "Fund") and
pursuant to the provisions of the Management Agreement dated as of
______________, 2005 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.
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 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 therefor 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 copying 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. 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 breach 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 of 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 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.
(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 Adviser's 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, 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, 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 "OakBrook". The Sub-Adviser has the right to use the
name "OakBrook" in connection with its services to the Fund and that
the Adviser and the Fund shall have the right to use the name
"OakBrook" 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 "OakBrook".
(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 claims will be made
under 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 Fund.
(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. 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.
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 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.
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 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.
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 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, 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 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.
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 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
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.
13. 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.
14. 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.
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. They 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:
OAKBROOK INVESTMENTS, LLC
By:______________________________________
Name:
Title:
Accepted and agreed to as of the day and year first above written.
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 $150 Million 0.375%
Greater than $150 Million and less than or equal to $350 Million 0.35%
Greater than $350 Million and less than or equal to $500 Million 0.325%
Greater than $500 Million 0.30%
