INTERIM ADVISORY AGREEMENT
AGREEMENT dated as of August 2, 2004, between Pioneer Investment
Management, Inc. ("Pioneer"), a Delaware corporation and a member of the
UniCreditio Italiano Banking Group, Register of Banking Groups, and Safeco
Managed Bond Trust, a Delaware statutory trust (the "Trust"), on behalf of its
series as listed on Exhibit 1 and amended from time to time (the "Fund").
Whereas, Safeco Asset Management Company has acted as investment advisor to
the Fund pursuant to an Investment Advisory Agreement dated April 30, 1999 (the
"Prior Agreement").
Whereas, the Prior Agreement has been approved by the Board of Trustees of
the Trust and the shareholders of the Fund.
Whereas, the Prior Agreement is being terminated as a result of assignment.
Whereas, the Board of Trustees has determined to appoint Pioneer as
investment adviser to the Fund.
Whereas, this Agreement is being entered into in reliance upon Rule 15a-4
under the Investment Company Act of 1940, as amended (the "Investment Company
Act").
Now therefore the Trust and Pioneer agree as follow:
Section 1. The Trust appoints Pioneer as investment adviser of the Fund for
the period and on the terms set forth herein. Pioneer accepts such appointment.
Section 2. Pioneer and the Trust, on behalf of the Fund, hereby agree that
the provisions of the Prior Agreement (other than as to the term of the Prior
Agreement, the identity of the Adviser and the use of the "Safeco" name) are
incorporated herein by reference and made a part hereof as if references to the
Adviser were to Pioneer. Without limiting the forgoing, Pioneer shall be
entitled to the fee for its services provided for in the Prior Agreement from
(but exclusive of) the date hereof until the termination of this Agreement,
except as provided in Section 3 below.
Section 3. In the event that this Agreement is not approved by a majority
of the Trust's outstanding voting securities (as such term is used in the
Investment Company Act), Pioneer shall be entitled to a fee equal to the cost to
Pioneer of performing its services under this Agreement in lieu of the fee
provided for in Section 2. For purposes of this Agreement, Pioneer's costs in
providing the services under this Agreement shall be equal to the pro rata
portion of Pioneer's expenses for the term of this Agreement attributable to its
investment company advisory business, calculated as follows: Pioneer cost in
providing investment advisory services to its investment companies multiplied by
a fraction the numerator of which shall be the average daily net assets of the
Fund during the term of this Agreement and the denominator of which shall be the
average month end net assets under Pioneer's management of all of its investment
company clients.
Section 4. The compensation earned by Pioneer under Section 2 of this
Agreement shall be held in an interest bearing escrow account with the Fund's
custodian. If a majority of the outstanding voting securities approves this
Agreement prior to the end of its term, the amount in the escrow account
(including any interest earned) shall be paid to Pioneer. If a majority of the
outstanding voting securities do not approve this Agreement prior to the end of
its term, Pioneer shall be entitled to be paid, out of the escrow account the
lesser of (i) the amount in the escrow account (including any interest earned on
that amount while in escrow) and (ii) the fee provided for in Section 3 (plus
any interest on that amount while in escrow), with any remaining amount in the
escrow account being returned to the Fund.
Section 5. This Agreement shall become effective on August 2, 2004. Unless
terminated as provided below, this Agreement shall remain in full force and
effect until the earliest of (i) the closing of the reorganization of the Fund
into Pioneer Bond Fund, (ii) approval of a Management Contract between the Fund
and Pioneer and (iii) a date that is the later of 150 days after the date of the
termination of the Prior Agreement or such later date as may be consistent with
a rule or interpretive position (formal or informal) of the staff of the
Securities and Exchange Commission. This Agreement may be terminated at any time
without payment of penalty by vote of the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Fund. Pioneer may terminate
this Agreement at any time without payment of any penalty on not less than 60
days written notice to the Fund. This Agreement shall automatically terminate
upon its assignment as defined in the Investment Company Act.
In witness whereof, the parties hereto have executed this Agreement as the
2nd day of August 2004.
SAFECO MANAGED BOND TRUST
/s/ Xxxxx X. Xxxxxx
By: Xxxxx X. Xxxxxx
Its: President
PIONEER INVESTMENT MANAGEMENT, INC.
/s/Xxxxxx X. Xxxx
By: Xxxxxx X. Xxxx
Its: President and Chief Executive Officer
Exhibit 1
SAFECO MANAGED BOND TRUST
LIST OF SERIES
Safeco Intermediate-Term Bond Fund
Dated August 2, 2004
