SUB-ADVISORY AGREEMENT
SUB-ADVISER AGREEMENT made as of this 12th day of March 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, the Adviser serves as investment manager to Pioneer Oak Ridge
Large Cap Growth VCT Portfolio, a series of Pioneer Variable Contracts Trust
(the "Fund"), pursuant to the Management Agreement between the Fund and the
Adviser dated March 12, 2004 (the "Management Agreement");
WHEREAS, pursuant to authority granted to the Adviser by the Board of
Trustees of the Fund (the "Board") and pursuant to the provisions of the
Management Agreement, the Adviser has selected the Sub-Adviser to act as
investment sub-adviser of 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 L and 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 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 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 Subchapters L
and 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 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
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 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 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 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 "Oak Ridge". The Sub-Adviser has the right to
use the name "Oak Ridge" in connection with its services to
the Fund and that the Adviser and the Fund shall have the
right to use the name "Oak Ridge" 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 "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 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 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 Fund of
the name "Oak Ridge " as part of the name of the Fund. The foregoing
authorization by the Sub-Adviser to the Fund to use said name as part of
the name of the Fund is not exclusive of the right of the Sub-Adviser
itself to use, or to authorize others to use, the same; the Fund
acknowledges and agrees that as between the Fund and the Sub-Adviser, the
Sub-Adviser has the exclusive right so to use, or authorize others to use,
said name and the Fund agrees to take such action as may reasonably be
requested by the Sub-Adviser to give full effect to the provisions of this
section. Without limiting the generality of the foregoing, 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 Fund
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 Fund; 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
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.
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 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.
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 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.
13. Liability of the Sub-Adviser. The Sub-Adviser shall not be liable to the
Adviser Indemnitees (as defined below) for any losses, claims, damages,
liabilities or litigation (including legal and other expenses) incurred or
suffered by an Adviser Indemnitee as a result of any error of judgment or
mistake of law by the Sub-Adviser with respect to a Fund, except that
nothing in this Agreement shall operate or purport to operate in any way to
exculpate, waive or limit the liability of the Sub-Adviser for, and the
Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all
affiliated persons thereof (within the meaning of Section 2(a)(3) of the
0000 Xxx) and all controlling persons (as described in Section 15 of the
1933 Act) (collectively, the "Adviser Indemnitees") against any and all
losses, claims, damages, liabilities or litigation (including reasonable
legal and other expenses) by reason of or arising out of: (a) the
Sub-Adviser being in violation of any applicable federal or state law, rule
or regulation or any investment policy or restriction set forth in the
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
L or 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.
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 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.
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. They 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:__/s/Xxxx X. Goodwin______________
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
ATTEST: OAK RIDGE INVESTMENTS, LLC
____/s/Xxxx X. Moly________________ By:___/s/ Xxxxx Klaskin________
Xxxx E Moly Name: Xxxxx Xxxxxxx
Title: Chairman
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 $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%
