SUB-ADVISORY AGREEMENT
SUB-ADVISER AGREEMENT made as of this 1st 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 OAK RIDGE INVESTMENTS, LLC, an Illinois limited liability
company with its principal place of business at 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx
0000, Xxxxxxx, 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 VARIABLE CONTRACTS TRUST (the "Fund"), on
behalf of its portfolio, PIONEER OAK RIDGE LARGE CAP GROWTH VCT PORTFOLIO (the
"Portfolio") and pursuant to the provisions of the Management Agreement dated as
of February 1, 2004 between the Adviser and the Fund, on behalf of the Portfolio
(the "Management Agreement"), the Adviser has selected the Sub-Adviser to act as
a sub-investment adviser of the Portfolio 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 Portfolio. In such capacity, the Sub-
Adviser shall, subject to the supervision of the Adviser and the Board,
regularly provide the Portfolio with investment research, advice and
supervision and shall furnish continuously an investment program for
the Portfolio, consistent with the investment objectives and policies
of the Portfolio. The Sub-Adviser shall determine, from time to time,
what securities shall be purchased for the Portfolio, what securities
shall be held or sold by the Portfolio and what portion of the
Portfolio'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 Portfolio's shares, as
filed with the Securities and Exchange Commission (the "Commission"),
and to the investment objectives, policies and restrictions of the
Portfolio, 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 Portfolio in the same manner and with the
same force and effect as the Portfolio 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 Portfolio as the Adviser may from time to time direct. No reference
in this Agreement to the Sub-Adviser having full discretionary
authority over the Portfolio'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 Portfolio's assets or
to otherwise exercise its right to control the overall management of
this Portfolio'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 Portfolio's securities
and performing the Sub-Adviser's obligations hereunder, the Sub-Adviser
shall cause the Portfolio 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, and Section 817(h) of
the Code and the regulations thereunder. The Sub-Adviser shall maintain
compliance procedures for the Portfolio that it reasonably believes are
adequate to ensure the Portfolio'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 Portfolio shall be voted,
and the Board has initially determined to delegate the authority and
responsibility to vote proxies for the Portfolio's securities to the
Adviser. So long as proxy voting authority for the Portfolio 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 Portfolio
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 Portfolio 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 Portfolio 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
Portfolio, 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 Portfolio'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 Portfolio, and shall preserve such
records for the periods and in a manner prescribed therefore by Rule
31a-2 under the 1940 Act (the "Fund's Books and Records"). The 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 telecopying
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
Portfolio'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 Portfolio is not an
appropriate fair value and provide pricing information to the Adviser
and/or the Portfolio'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 Portfolio's
valuation procedures for the purpose of calculating the Portfolio'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 Portfolio, the Portfolio's custodian and foreign
sub-custodians, the Portfolio's pricing agents and all other agents and
representatives of the Fund and the Adviser, such information with
respect to the Portfolio 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
Portfolio.
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
Portfolio. 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
Portfolio in accordance with its investment objectives and policies or
any applicable law; or (ii) any breach of any of the Portfolio's or the
Adviser's policies, guidelines or procedures. In addition, the Sub-
Adviser shall provide a monthly certification that the Portfolio is in
compliance with its investment objectives and policies, applicable law,
including, but not limited to the 1940 Act and Subchapter M or Section
817(h) of the Code, and the Portfolio's and the Adviser's policies,
guidelines or procedures. The Sub-Adviser acknowledges and agrees that
the Adviser may, in its discretion, provide such monthly compliance
certifications to the Board. The Sub-Adviser agrees to correct any
such failure promptly and to take any action that the Adviser may
reasonably request in connection with any such breach. The Sub-Adviser
shall also provide the officers of the Fund with supporting
certifications in connection with such certifications of the
Portfolio'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 Portfolio (excluding class action suits in which the
Portfolio is a member of the plaintiff class by reason of the
Portfolio'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 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
Portfolio or the Sub-Adviser's conduct of its business as an investment
adviser available for compliance audits by the Adviser or the
Portfolio'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 Portfolio 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
Portfolio.
(c) BOARD AND FILINGS INFORMATION. The Sub-Adviser will also provide the
Adviser with any information reasonably requested regarding its
management of the Portfolio 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 Portfolio 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
Portfolio 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 Portfolio's compliance.
4. BROKERAGE.
(a) PRINCIPAL AND AGENCY TRANSACTIONS. In connection with purchases or
sales of securities for the account of the Portfolio, 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 Portfolio'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 Portfolio 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 Portfolio 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 Portfolio
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
Portfolio'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
Portfolio 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 Portfolio 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 Portfolio, 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 Portfolio 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 Portfolio 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 Portfolio is placed
through the Advisers trading desk and as to the timing and manner of
the execution of any such trade, although the Sub-Adviser may give
guidance. In such event, the Adviser shall be responsible for
obtaining best execution on behalf of the Portfolio on trades placed
by the Adviser and the Sub-Adviser shall remain responsible for all
other compliance issues in connection with the Portfolio's
transactions, including the appropriate and accurate placement of
orders on behalf of the Portfolio 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
Portfolio.
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 Portfolio'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
Portfolio 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 Portfolio in connection with securities transactions to which the
Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, the
Adviser or any other agent of the Portfolio 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 Portfolio. The Portfolio or the Adviser,
as the case may be, shall reimburse the Sub-Adviser for any such expenses or
other expenses of the Portfolio or the Adviser, as may be reasonably incurred by
such Sub-Adviser on behalf of the Portfolio 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 Portfolio (collectively the "Disclosure Documents") and represents
and warrants that with respect to disclosure about the Sub-Adviser, the
manner in which the Portfolio 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 "OAK RIDGE". The Sub-Adviser has the right to use the
name "Oak Ridge" in connection with its services to the Portfolio and
that the Adviser and the Portfolio shall have the right to use the name
"Oak Ridge" in connection with the management and operation of the
Portfolio 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 Portfolio to use
the name "Oak Ridge".
(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 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.
(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 Portfolio shall have
charge at all times of the conduct of, and shall maintain close
supervision of, the investment and management of the Portfolio. 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
Portfolio, that would influence the decision of the Sub-Adviser with
respect to its selection of securities for the Portfolio, and that all
selections shall be done in accordance with what is in the best
interest of the Portfolio.
(i) CONFLICTS. The Sub-Adviser shall act honestly, in good faith and in the
best interests of the Portfolio including requiring any of its
personnel with knowledge of the Portfolio's activities to place the
interest of the Portfolio first, ahead of their own interests, in all
personal trading scenarios that may involve a conflict of interest with
the Account.
(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. THE NAME "OAK RIDGE". The Sub-Adviser consents to the use by the Portfolio of
the name "Oak Ridge" as part of the name of the Portfolio. The foregoing
authorization by the Sub-Adviser to the Portfolio to use said name as part of
the name of the Portfolio is not exclusive of the right of the Sub-Adviser
itself to use, or to authorize others to use, the same; the Portfolio
acknowledges and agrees that as between the Portfolio and the Sub-Adviser, the
Sub-Adviser has the exclusive right so to use, or authorize others to use, said
name and the Portfolio 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, the Fund agrees that, upon any
termination of this Agreement, the Fund will, at the request of the Sub-Adviser,
use its best efforts to change the name of the Portfolio within three months of
its receipt of the Sub-Adviser's request so as to eliminate all reference, if
any, to the name "Oak Ridge" and will not thereafter transact any business using
the name "Oak Ridge" in the name of the Portfolio; provided, however, that the
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.
9. 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
Portfolio 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 Portfolio 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 Portfolio for purposes
hereof shall be the same as the method for determining net assets for purposes
of establishing the offering and redemption prices of Portfolio 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.
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 Portfolio or the Adviser in any way or
otherwise be deemed to be an agent of the Portfolio or the Adviser. If any
occasion should arise in which the Sub-Adviser gives any advice to its clients
concerning the shares of the Portfolio, the Sub-Adviser will act solely as
investment counsel for such clients and not in any way on behalf of the
Portfolio.
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 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.
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 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
Portfolio; 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, 2004, 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 Portfolio; provided, however, that if the continuance
of this Agreement is submitted to the shareholders of the Portfolio 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 Portfolio 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 Portfolio" 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.
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 the Portfolio, 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 Portfolio's failure to satisfy the diversification or source of
income requirements of Subchapter M or Section 817(h) 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
Portfolio 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.
14. 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.
15. 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
Portfolio 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.
16. 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.
17. 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.
18. COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their duly authorized officers as of the date first
above written.
ATTEST: PIONEER INVESTMENT
MANAGEMENT, INC.
By:______________________ By:_______________________
Name: Name:
Title: Title:
ATTEST: OAK RIDGE INVESTMENTS, LLC
By:______________________ By:_______________________
Name: Name:
Title: 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 Portfolio under the
following fee schedule:
ASSETS RATE
First $250 Million 0.45%
Greater than $250 Million and less than or equal to $500 Million 0.40%
Greater than $500 Million and less than or equal to $750 Million 0.35%
Greater than $750 Million 0.30%
