INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT, dated as of [______, 2001], by and between Pioneer
Investment Management, Inc., a Delaware (U.S.A.) corporation (the "Adviser"),
and Xxxxxxx Xxxxx Investment Managers International Limited, a corporation
organized under the laws of England and Wales (the "Sub-Adviser"). The Adviser
is a company belonging to the UniCredito Italiano banking group, Register of
banking groups.
WHEREAS, the Sub-Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended ("Advisers Act"), and regulated
by the Investment Management Regulatory Organisation Limited, a self-regulating
organization recognized under the Financial Services Act of 1986 of the United
Kingdom (hereinafter referred to as "IMRO"), and the conduct of its investment
business is regulated by IMRO; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render
investment advisory services to Pioneer Global Value Fund, a Delaware business
trust registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company (the "Fund"), subject to the
terms and conditions of the investment management contract between the Adviser
and the Fund (the "Management Contract");
NOW, THEREFORE, the Adviser and the Sub-Adviser agree as follows:
1. APPOINTMENT OF SUB-ADVISER
The Adviser hereby appoints the Sub-Adviser to act as investment
sub-adviser for the Fund, subject to the supervision and control of the Adviser
and the Board of Trustees of the Fund (the "Trustees"), and in accordance with
the terms and conditions of this Agreement. The Sub-Adviser is an independent
contractor and will have no authority to act for or represent the Fund or the
Adviser in any way, or otherwise be deemed an agent of the Fund or the Adviser,
except as expressly authorised in the Management Contract and this Agreement.
The Sub-Adviser acknowledges that any authority conveyed to it by this Agreement
is derived from, and limited by, the authority possessed by the Adviser under
the Management Contract. The Adviser for all purposes herein shall be deemed a
Non-private Customer as defined under the rules promulgated by IMRO (hereinafter
referred to as the "IMRO Rules"). References in this Agreement to IMRO and the
IMRO Rules shall be deemed to include a reference to the Financial Services
Authority ("FSA") and any regulations, rules and guidance issued by FSA when it
succeeds to IMRO's powers, duties and discretion. Words or expressions defined
in the IMRO Rules have the same meanings when used in this Agreement save where
the context otherwise requires.
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2. SERVICES TO BE RENDERED BY THE SUB-ADVISER
(a) As investment sub-adviser to the Fund, the Sub-Adviser will manage
the investment and reinvestment of the portion of the Fund's assets that are
allocated from time to time by the Adviser to the Sub-Adviser's management (the
"Sub-Advised Assets") and determine the composition of the Sub-Advised Assets,
subject always to the supervision and control of the Adviser and the Trustees.
In determining the portion of the Fund's assets to be allocated to the
Sub-Adviser, the Adviser may consider a variety of factors including, but not
limited to, the composition of certain broad-based market indices and global
economic and market conditions. The portion of the Fund's total assets that
shall constitute the Sub-Advised Assets shall be determined from time to time by
the Adviser in its sole discretion. In selecting the Sub-Advised Assets and
performing the Sub-Adviser's obligations hereunder, the Sub-Adviser shall comply
with the provisions of the Fund's Agreement and Declaration of Trust (the
"Declaration of Trust") and By-laws, the 1940 Act, Advisers Act, and the
investment objective, policies and restrictions of the Fund, as each of the same
shall be from time to time in effect as set forth in the Fund's then current
Prospectus and Statement of Additional Information. The Sub-Adviser shall cause
the Fund, as to the Sub-Advised Assets, 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 also
comply with any policies, guidelines, procedures and instructions as the Adviser
or the Trustees may from time to time establish and deliver to the Sub-Adviser.
No party other than the Adviser or the Sub-Adviser shall cause the Fund to (i)
invest or reinvest the assets of the Fund in the securities of any particular
issuer, (ii) effect any particular transaction or series of transactions on
behalf of the Fund that would have the economic effect of an investment in the
securities of any particular issuer, or (iii) sell or otherwise dispose of any
assets of the Fund.
(b) As part of the services it will provide hereunder, the Sub-Adviser
shall:
(i) obtain and evaluate pertinent economic, statistical,
financial and other information affecting the economy generally and
individual companies or industries, the securities of which are
included in the Fund or are under consideration for inclusion in the
Fund;
(ii) formulate and implement a continuous investment program
for the Sub-Advised Assets and coordinate that program with the
Adviser's investment program for the entire Fund;
(iii) take whatever steps are necessary to implement the
investment program for the Sub-Advised Assets by the purchase and sale
of securities and other investments, including the placing of orders
for such purchases and sales;
(iv) (1) keep the Adviser fully informed on an ongoing basis
of all facts concerning the investment and reinvestment of the
Sub-Advised Assets
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and the Sub-Adviser and its personnel and operations
that the Sub-Adviser determines in its reasonable judgment to be
material or that the Adviser shall request; (2) make regular and
special written reports of such additional information concerning the
Sub-Adviser and the Fund as may reasonably be requested from time to
time by the Adviser or the Trustees, and (3) attend meetings with the
Adviser and/or the Trustees, as reasonably requested, to discuss the
foregoing;
(v) 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 Trustees; and
(vi) 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.
(c) (i) The Sub-Adviser's investment authority shall not include advice
with regard to purchasing, selling, covering open positions, and generally
dealing in financial futures contracts and options thereon, except to the extent
that the Sub-Adviser becomes registered as a commodity trading adviser with the
Commodity Futures Trading Commission (the "Commission") or acts in accordance
with Rule 4.5 of the Commission.
(ii) The Sub-Adviser shall not hold money on behalf of the Adviser
or the Fund, nor will the Sub-Adviser be the registered holder of the
investments of the Adviser or the Fund or be the custodian of documents (other
than the records required to be maintained by the Sub-Adviser under the 1940 Act
and the Advisers Act) and other evidence of title.
(d) In furnishing services hereunder, the Sub-Adviser shall be subject
to, and shall perform in accordance with, but only to the extent the same
reasonably relates to the Fund and are consistent with the scope of the
Sub-Adviser's obligations as reasonably contemplated in the other provisions of
this Agreement, (1) the Management Contract, (2) the 1940 Act, the Advisers Act,
the Code, any other applicable state and federal securities and other laws, and
the applicable laws of any country in which the Sub-Advised Assets are invested,
(3) all regulations with respect to the foregoing, (4) any Prospectus, Statement
of Additional Information, the Declaration of Trust or other relevant document
describing investment restrictions applicable to the Fund that has been made
available to the Sub-Adviser, (5) any
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policies, guidelines or procedures established from time to time by the
Trustees or the Adviser, and (6) the written instructions of the Adviser. In
managing the Fund in accordance with these requirements, the Sub-Adviser shall
be entitled to receive and act upon advice of counsel to the Fund or other
counsel acceptable to the Adviser. Until the Adviser or the Fund's counsel
delivers any supplements or amendments to the documents described above to the
Sub-Adviser, the Sub-Adviser shall be fully protected in relying on the most
recent versions of such documents previously furnished to the Sub-Adviser.
(e) The Sub-Adviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement; and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the Sub-Adviser's duties under this Agreement. The
Sub-Adviser shall not be responsible for other expenses of the Fund, including,
without limitation, fees of the Fund's independent public accountants, transfer
agent, custodian and other service providers who are not employees of the
Sub-Adviser; brokerage commissions and other transaction-related expenses; tax
reporting; taxes levied against the Fund or any of its property and interest
expenses of the Fund.
(f) The Sub-Adviser will select brokers and dealers to effect all
portfolio transactions with respect to the Sub-Advised Assets subject to the
conditions set forth herein. The Sub-Adviser will place all necessary orders
with brokers, dealers, or issuers, and will negotiate brokerage commissions if
applicable. The Sub-Adviser is directed at all times to seek to execute
brokerage transactions with respect to the Sub-Advised Assets in accordance with
any policies or practices as may be established by the Trustees and communicated
to the Sub-Adviser, subject to the Sub-Adviser seeking to obtain best execution.
In placing orders for the purchase or sale of investments for the Fund, in the
name of the Fund or its nominees, the Sub-Adviser shall use its best efforts to
obtain for the Fund the most favorable price and best execution available,
considering all of the circumstances, and shall maintain records adequate to
demonstrate compliance with this requirement.
(g) Subject to the appropriate policies and procedures, the Sub-Adviser
may, to the extent authorized by the Management Contract and by Section 28(e) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), cause the Fund
to pay a broker or dealer that provides brokerage or research services to the
Sub-Adviser and the Fund an amount of commission for effecting a portfolio
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if the Sub-Adviser determines, in
good faith, that such amount of commission is reasonable in relationship to the
value of such brokerage or research services provided viewed in terms of that
particular transaction or the Sub-Adviser's overall responsibilities to the Fund
or its other advisory clients. To the extent authorized by the Management
Contract and said Section 28(e), the Sub-Adviser shall not be deemed to have
acted unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of such action. Subject to seeking the most favorable
price and execution, the Trustees (or the Adviser on the
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Fund's behalf) may direct the Sub-Adviser to effect transactions in
portfolio securities through broker-dealers in a manner that will help generate
resources to pay the cost of certain expenses that the Fund is required to pay
or for which the Fund is required to arrange payment.
(h) 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, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities 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 its other clients.
(i) The Sub-Adviser will maintain all accounts, books and records with
respect to the Sub-Advised Assets as are required of a registered investment
adviser by the Advisers Act, the 1940 Act and the rules and regulations
promulgated thereunder, as well as may be required by other laws applicable to
the Fund. The Sub-Adviser shall notify the Adviser of any filing required to be
made with the Securities and Exchange Commission (the "SEC") pursuant to Section
13 of the 1934 Act with respect to the Sub-Advised Assets and shall provide the
Adviser with such information regarding portfolio positions included in the
Sub-Advised Assets as may be necessary for the Adviser to monitor whether such
filings shall be required based upon the Fund's entire portfolio. The
Sub-Adviser shall submit to the Fund or the Adviser, as applicable, such reports
appraising Sub-Advised Assets at current market value as may be required by the
Management Contract or as may be otherwise reasonably requested by the Fund or
the Adviser, in each case using such valuation procedures as the Trustees shall
have approved.
(j) Unless the Fund or the Adviser gives written instructions to the
contrary, the Sub-Adviser shall on a discretionary basis vote proxies solicited
by or with respect to the issuers of the Sub-Advised Assets in a manner that
best serves the interests of the Fund. The Sub-Adviser shall use its best good
faith judgment to vote such proxies in a manner that best serves the interests
of the Fund's shareholders. The Sub-Adviser shall maintain a record of how the
Sub-Adviser voted and such record shall be available to the Fund or Adviser upon
request. In addition, unless the Fund or Adviser gives written instructions to
the contrary, the Sub-Adviser is authorized to act on the Fund's behalf in
connection with tender offers, exchange offers and similar matters as the
Sub-Adviser deems in the best interests of the Fund.
3. COMPENSATION OF SUB-ADVISER
The Sub-Adviser will be entitled to a sub-advisory fee at an annual
rate equal to 0.75% of average daily asset value of the Sub-Advised Assets (as
further defined below, as applicable) up to $10 million, 0.65% on the next $40
million, 0.50% on the next $50 million, 0.45% on the next $50 million, 0.40% on
the next $50 million, and
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0.30% on such assets over $200 million. The Sub-Adviser's fee shall be
payable quarterly in arrears and shall be an obligation of the Adviser and not
the Fund.
For purposes of calculating the Sub-Adviser's fee until October 1,
2003, the Sub-Advised Assets will be assumed to have been allocated to the
Sub-Adviser according to the average allocation of the non-United States country
weightings of the MSCI World Index (the "Index") as a percentage of the whole
Index (the "Average"). The Average shall be determined monthly by averaging (1)
the percentage of non-United States country weightings of the Index upon the
close of the New York Stock Exchange on the last business day of the preceding
month; and (2) the percentage of non-United States country weightings of the
Index upon the close of the New York Stock Exchange on the last business day of
each such month. If at any time prior to October 1, 2003, the Index is no longer
available, the Sub-Advised Assets will be assumed, for the remainder of the
period until October 1, 2003, to have been allocated to the Sub-Adviser
according to the Average as determined as of the last date on which the Index is
available.
4. LIABILITY AND INDEMNIFICATION
(a) The Sub-Adviser shall not be liable for any losses, claims,
damages, liabilities or litigation (including legal and other expenses) incurred
or suffered by the Adviser, the Fund or any of their affiliates 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, 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 Securities
Act of 1933, as amended (the "1933 Act")) (collectively, the "Adviser
Indemnitees") against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which any of the
Adviser Indemnities may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, or under any other statute, at common law or otherwise arising out
of or based on (a) the Sub-Adviser's causing the Fund to be in violation of any
applicable federal or state law, rule or regulation or any investment policy or
restriction set forth in the Fund's Prospectus or Statement of Additional
Information or any written policies, procedures, guidelines or instructions
provided in writing to the Sub-Adviser by the Trustees or the Adviser, (b) the
Sub-Adviser's causing the Fund to fail to satisfy the diversification
requirements or source of income requirements of Subchapter M of the Code, or
(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.
(b) Notwithstanding the foregoing, nothing herein shall in any
way be deemed to waive or limit any rights that the Fund may have under the
federal securities laws.
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5. EXCLUSIVITY
The services of the Sub-Adviser to the Fund are not to be deemed to be
exclusive, and the Sub-Adviser shall be free to render investment advisory or
other services to others and to engage in other activities. It is understood and
agreed that the directors, officers, and employees of the Sub-Adviser are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors,
trustees, or employees of any other firm or corporation, including other
investment companies.
6. SUPPLEMENTAL ARRANGEMENTS
The Sub-Adviser may from time to time employ or associate with itself
any person it believes to be particularly fitted to assist it in providing the
services to be performed by the Sub-Adviser hereunder provided that no such
person shall perform any services with respect to the Fund that would constitute
an assignment or require a written advisory agreement pursuant to the Advisers
Act. Any compensation payable to such persons shall be the sole responsibility
of the Sub-Adviser, and neither the Adviser nor the Fund shall have any
obligations with respect thereto. Any act of any such person shall be deemed to
be an act of the Sub-Adviser for purposes of this Agreement.
7. REGULATION
The Sub-Adviser shall submit to all regulatory and administrative
bodies having jurisdiction over the services provided pursuant to this Agreement
any information, reports, or other material that any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
8. RECORDS
(a) The Adviser shall furnish to the Sub-Adviser such records possessed
by the Adviser, and permit Sub-Adviser to retain such records (either in
original or in duplicate form), as it shall reasonably require in order for the
Sub-Adviser to carry out its duties and legal responsibilities. The Sub-Adviser
shall furnish to the Adviser such records possessed by the Sub-Adviser, and
permit Adviser to retain such records (either in original or in duplicate form),
as it shall reasonably require in order for the Adviser to carry out its duties
and legal responsibilities. Without limiting the foregoing, the Sub-Adviser
shall maintain reports, books and records for all matters pertaining to the
Sub-Advised Assets required by Rule 31a-1 under the 1940 Act and shall preserve
such records for the periods and in the manner prescribed by Rule 31a-2 under
the 1940 Act. In the event of the termination of this Agreement, all such
records shall promptly be returned to the Adviser or the Sub-Adviser, as the
case may be, upon request, free from any claim or retention of rights therein
(except to the extent necessary for the Sub-Adviser, the Adviser or the Fund to
fulfill its legal responsibilities). The Sub-Adviser shall keep confidential any
information obtained in connection with its duties hereunder and disclose such
information only if it deems such disclosure to be necessary in the ordinary
course of business, the Adviser has
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authorized such disclosure, if such disclosure is expressly required or
requested by applicable federal or state regulatory authorities, or such
disclosure is otherwise required pursuant to the legal process.
(b) 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 Trustees with a (i) copy of the Sub-Adviser's current Code of
Ethics and shall inform the Manager of any amendments thereto, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Sub-Advisor's Code
of Ethics.
9. STATEMENTS PURSUANT TO IMRO RULES
(a) Any complaints concerning the Sub-Adviser should be in writing
addressed to the attention of the Compliance Officer of the Sub-Adviser. The
Adviser has the right to obtain from the Sub-Adviser a copy of the IMRO
complaints procedure and to approach IMRO and the Financial Services Ombudsman
(or any ombudsman scheme that replaces the Investment Ombudsman).
(b) The Sub-Adviser may make recommendations, subject to the investment
policy and guidelines, regarding investments not readily realizable, which means
that there is no recognized market for such investments, and it may therefore be
difficult to deal in any such investment or to obtain reliable information about
its value or the extent of the risks to which it is exposed. Subject to the
investment policies and guidelines, the Sub-Adviser may advise the Adviser with
regard to transactions in warrants. Warrants often involve a high degree of
gearing so that a relatively small movement in the price or value of the
security to which the warrant relates may result in a disproportionately large
movement, unfavorable as well as favorable, in the price or value of the
warrant. Subject to the investment policy and guidelines, the Sub-Adviser may
advise the Adviser regarding options, futures, or contracts for differences.
Markets can be highly volatile and such investments carry a high degree of risk
of loss exceeding the original investment and any margin on deposit.
10. EFFECTIVE DATE OF AGREEMENT
This Agreement shall become effective on _____________, 2001.
11. TERMINATION OF AGREEMENT
(a) Either the Adviser or 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
other party hereto as provided in Section 18. In addition, the Fund may cause
this Agreement to terminate at any time either (i) by vote of its Trustees or
(ii) by the affirmative vote of a majority of the outstanding voting securities
of the Fund (as such term is defined in the 1940 Act).
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(b) This Agreement shall automatically terminate on December 31 of any
year, beginning on December 31, 2002, if its terms and renewal shall not have
been annually approved by (i) a majority vote of the Trustees or 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 (ii) a majority vote of
the Trustees who are not "interested persons" (as defined in the 0000 Xxx) of
the Fund, the Adviser or the Sub-Adviser, at a meeting called for the purpose of
voting on such approval.
12 PROVISION OF CERTAIN INFORMATION BY THE SUB-ADVISER
The Sub-Adviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:
(a) the Sub-Adviser fails to be registered as an investment adviser
under the Advisers Act or under the laws of any jurisdiction in which the
Sub-Adviser is required to be registered as an investment adviser in order to
perform its obligations under this Agreement;
(b) 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); and/or
(c) the controlling stockholder or senior management 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.
13. USE OF ADVISER'S AND SUB-ADVISER'S NAME
The parties agree that the names "Xxxxxxx Xxxxx" and "Mercury" are the
names of the Sub-Adviser's affiliates within Xxxxxxx Xxxxx & Co. Inc., and any
derivative or logo or trademark or service xxxx or trade name (including, but
not limited to, depictions of
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bulls) are the valuable property of the Sub-Adviser and its affiliates, and
may not be used by the Adviser without the Sub-Adviser's prior written approval.
The parties acknowledge that the Sub-Adviser, in conjunction with its asset
management affiliates or alone, does business in the United States under the
name "Mercury Advisors." The Sub-Adviser agrees that Pioneer may refer to the
Sub-Adviser as "Mercury Advisors" in the Fund's registration statement and in
other Fund materials. The parties agree that the name "Pioneer" and any
derivative or logo or trademark or service xxxx or trade name (including, but
not limited to, depictions of sailboats) are the valuable property of the
Adviser and its affiliates, and may not be used by the Sub-Adviser without the
Adviser's prior written approval.
14. REPRESENTATIONS AND ACKNOWLEDGEMENTS
(a) The Adviser hereby warrants and represents to the Sub-Adviser that
(i) it has obtained all applicable licenses, permits, registrations and
approvals that are required in order to serve an investment adviser to the Fund
and shall continue to keep current such licenses, permits, registrations and
approvals for so long as this Agreement is in effect; (ii) it will immediately
notify the Sub-Adviser of the occurrence of any event that disqualifies it from
serving an investment adviser to the Fund; and (iii) this Agreement has been
duly and validly authorized, executed and delivered on behalf of the Adviser and
is a valid and binding agreement of the Adviser enforceable in accordance with
its terms.
(b) The Sub-Adviser hereby warrants and represents to the Adviser that
(i) it has obtained all applicable licenses, permits, registrations and
approvals that may be required in order to serve in its designated capacities
with respect to the Fund, including, but not limited to registration under the
Adviser Act, and shall continue to keep current such licenses, permits,
registrations and approvals for so long as this Agreement is in effect; (ii) it
is not prohibited by the Advisers Act or other applicable laws and regulations
from performing the services contemplated by this Agreement; (iii) it will
immediately notify the Adviser of the occurrence of any event that would
disqualify it from serving in its designated capacities with respect to the
Fund; and (iv) this Agreement has been duly and validly authorized, executed and
delivered on behalf of the Sub-Adviser and is a valid and binding agreement of
the Sub-Adviser enforceable in accordance with its terms.
(c) The Sub-Adviser has reviewed the Registration Statement, and any
amendments or supplements thereto, of the Fund as filed with the SEC and
represents and warrants that with respect to disclosure about the Sub-Adviser or
information relating directly or indirectly to the Sub-Adviser, such
Registration Statement, amendment and/or supplement contain, as of the date
thereof, no untrue statement of any material fact and does not omit any
statement of material fact that was required to be stated therein or necessary
to make the statements contained therein not misleading.
15. AMENDMENTS TO AGREEMENT
Any amendments to this Agreement must be in writing and signed by both
the Adviser and the Sub-Adviser and, to the extent required by the 1940 Act,
shall be approved by conditions upon approval by a "majority of the outstanding
voting securities" (as defined in the 0000 Xxx) of the Fund.
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16. INSURANCE
The Sub-Adviser will maintain at all times insurance coverage for
errors and omissions that is reasonable and customary in light of its duties
hereunder.
17. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to its subject matter.
18. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
19. NOTICES
All notices required to be given pursuant to this Agreement shall be
(i) delivered or mailed to the last known business address of each applicable
party in person or by registered mail or a private mail or delivery service
providing the sender with notice of receipt or (ii) sent by facsimile
transmission to the other party at the following facsimile number (with respect
to the Adviser, 000-000-0000, Attn: General Counsel; with respect to the
Sub-Adviser, 00-000-000-0000, Attn: Xxxxx Xxxxxxx) and followed by written
confirmation of such notice delivered in accordance with clause (i) of this
section. The specific person to whom notice shall be provided for each party
will be specified in writing to the other party. Notice shall be deemed given on
the date delivered, mailed or sent by facsimile transmission in accordance with
this paragraph.
20. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void
in law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein.
21. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act and the Advisers Act. To the extent that the laws of
the Commonwealth of Massachusetts, or any of the provisions in this Agreement,
conflict with applicable provisions of the Advisers Act or the 1940 Act, the
latter shall control. The parties may, however, agree that any dispute or
difference of whatever nature howsoever arising under, out of, or in connection
with this Agreement, shall be determined by arbitration.
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22. CONSENT TO JURISDICTION
THE ADVISER AND THE SUB-ADVISER IRREVOCABLY CONSENT AND AGREE THAT ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND ANY ACTION FOR
ENFORCEMENT OF ANY JUDGMENT IN RESPECT HEREOF OR THEREOF SHALL BE BROUGHT IN
EITHER THE FEDERAL OR STATE COURTS IN THE COMMONWEALTH OF MASSACHUSETTS OR THE
CITY OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE
ADVISER AND THE SUB-ADVISER HEREBY SUBMITS TO AND ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS. Each of the Adviser
and the Sub-Adviser further irrevocably consents to the service of process out
of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof in the manner set forth in SECTION 18. Each of the
Adviser and the Sub-Adviser hereby irrevocably waives any objection that it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings brought in the courts referred to above and hereby further
irrevocably waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought in an
inconvenient forum. Nothing in this SECTION 18 shall be deemed to constitute a
submission to jurisdiction, consent or waiver with respect to any matter not
specifically referred to herein.
23. INTERPRETATION
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Advisers Act shall be resolved by reference to such term or provision of
the Advisers Act and to interpretations thereof, if any, by the United States
courts or, in the absence of any controlling decision of any such court, by
rules, regulations or orders of the SEC validly issued pursuant to the Advisers
Act. In addition, where the effect of a requirement of the Advisers Act
reflected in any provision of this Agreement is relaxed by a rule, regulation or
order of the SEC, whether of special or of general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first mentioned above.
Pioneer Investment Management, Inc. Xxxxxxx Xxxxx Investment Managers
International Limited.
By:__________________________ By:_________________________
Name: Name:
Title: Title:
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