MANAGEMENT CONTRACT
THIS AGREEMENT dated as of this 1st day of February, 2004 between
Pioneer Variable Contracts Trust, a Delaware statutory trust (the "Trust"), on
behalf of Pioneer Xxxx Small and Mid Cap Growth Portfolio (the "Portfolio"), and
Pioneer Investment Management, Inc., a Delaware corporation (the "Manager").
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange Commission (the "Commission") a
registration statement for the purpose of registering its shares for public
offering under the Securities Act of 1933, as amended (the "1933 Act").
WHEREAS, the parties hereto deem it mutually advantageous that the
Manager should be engaged, subject to the supervision of the Trust's Board of
Trustees and officers, to manage the Trust.
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust, on behalf of the Portfolio, and the Manager do
hereby agree as follows:
1. The Manager will regularly provide the Portfolio with investment research,
advice and supervision and will furnish continuously an investment program for
the Portfolio, consistent with the investment objectives and policies of the
Portfolio. The Manager will 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 as
cash, subject always to the provisions of the Trust's Certificate of Trust,
Agreement and Declaration of Trust, By-Laws and its registration statements
under the 1940 Act and under the 1933 Act covering the Trust's shares, as filed
with 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, and
subject, further, to such policies and instructions as the Board of Trustees of
the Trust may from time to time establish. To carry out such determinations, the
Manager will 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 things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.
2. The Manager will, to the extent reasonably required in the conduct of the
business of the Portfolio and upon the Trust's request, furnish to the Portfolio
research, statistical and advisory reports upon the industries, businesses,
corporations or securities as to which such requests shall be made, whether or
not the Portfolio shall at the time have any investment in such industries,
businesses, corporations or securities. The Manager will use its best efforts in
the preparation of such reports and will endeavor to consult the persons and
sources believed by it to have information available with respect to such
industries, businesses, corporations or securities.
3. The Manager will maintain all books and records with respect to the
Portfolio's securities transactions required by subparagraphs (b)(5), (6), (9)
and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those
records being maintained by the custodian or transfer agent appointed by the
Trust) and preserve such records for the periods prescribed therefor by Rule
31a-2 under the 1940 Act. The Manager will also provide to the Board of Trustees
such periodic and special reports as the Board may reasonably request.
4. Except as otherwise provided herein, the Manager, at its own expense, shall
furnish to the Trust office space in the offices of the Manager, or in such
other place as may be agreed upon from time to time, and all necessary office
facilities, equipment and personnel for managing the Portfolio's affairs and
investments, and shall arrange, if desired by the Trust, for members of the
Manager's organization to serve as officers or agents of the Trust.
5. The Manager shall pay directly or reimburse the Trust for: (i) the
compensation (if any) of the Trustees who are "affiliated persons" (as defined
in the 0000 Xxx) of the Manager and all officers of the Trust as such; and (ii)
all expenses not hereinafter specifically assumed by the Trust where such
expenses are incurred by the Manager or by the Trust in connection with the
management of the affairs of, and the investment and reinvestment of the assets
of, the Portfolio.
6. The Trust, on behalf of the Portfolio, shall assume and shall pay: (i)
charges and expenses for fund accounting, pricing and appraisal services and
related overhead, including, to the extent such services are performed by
personnel of the Manager 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, registrar or any other agent appointed by the
Trust; (iv) issue and transfer taxes chargeable to the Trust in connection with
securities transactions to which the Trust 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 Trust to federal, state or other
governmental agencies; (vi) fees and expenses involved in registering and
maintaining registrations of the Trust and/or its 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 Trustees' 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 Trust
and the Trustees; (ix) any fees paid by the Trust in accordance with Rule 12b-1
promulgated by the Commission pursuant to the 1940 Act; (x) compensation of
those Trustees of the Trust who are not affiliated with, or "interested persons"
of, the Manager, the Trust (other than as Trustees), Pioneer Investment
Management USA Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of
preparing and printing share certificates; (xii) interest on borrowed money, if
any; and (xii) any other expense that the Trust, the Manager or any other agent
of the Trust may incur (A) as a result of a change in the law or regulations,
(B) as a result of a mandate from the Board of Trustees 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 of Trustees (including a majority of the Independent Trustees) as being an
appropriate expense of the Trust.
7. In addition to the expenses described in Section 6 above, the Trust, on
behalf of the Portfolio, shall pay all brokers' and underwriting commissions
chargeable to the Trust in connection with securities transactions to which the
Portfolio is a party.
8. The Portfolio shall pay to the Manager, as compensation for the Manager's
services and expenses assumed hereunder, a fee at the annual rate of 0.75% of
the Portfolio's average daily net assets.
9. The management fee payable hereunder shall be computed daily and paid monthly
in arrears. In the event of termination of this Agreement, the fee provided in
Section 8 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. The Manager may from time to time agree not to impose all or a portion of
its fee otherwise payable hereunder (in advance of the time such fee or a
portion thereof would otherwise accrue) and/or undertake to pay or reimburse the
Portfolio for all or a portion of its expenses not otherwise required to be
borne or reimbursed by the Manager. Any such fee reduction or undertaking may be
discontinued or modified by the Manager at any time.
11. It is understood that the Manager may employ one or more sub-investment
advisers (each a "Subadviser") to provide investment advisory services to the
Portfolio by entering into a written agreement with each such Subadviser;
provided, that any such agreement first shall be approved by the vote of a
majority of the Trustees, including a majority of the Trustees who are not
"interested persons" (as defined in the 0000 Xxx) of the Trust, the Manager or
any such Subadviser, and otherwise approved in accordance with the requirements
of the 1940 Act or an exemption therefrom. The authority given to the Manager in
Sections 1 through 13 hereof may be delegated by it under any such agreement;
provided, that any Subadviser shall be subject to the same restrictions and
limitations on investments and brokerage discretion as the Manager. The Trust
agrees that the Manager shall not be accountable to the Trust or the Portfolio
or the Portfolio's shareholders for any loss or other liability relating to
specific investments directed by any Subadviser, even though the Manager retains
the right to reverse any such investment; provided, however, that the forgoing
shall not in any way limit the Manager's other responsibilities under this
Agreement, including, the supervision of the Subadviser's compliance with the
Portfolio's investment policies and restrictions.
12. The Manager will not be liable for any error of judgment or mistake of law
or for any loss sustained by reason of the adoption of any investment policy or
the purchase, sale, or retention of any security on the recommendation of the
Manager, whether or not such recommendation shall have been based upon its own
investigation and research or upon investigation and research made by any other
individual, firm or corporation, but nothing contained herein will be construed
to protect the Manager against any liability to the Trust or its shareholders by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
13. Nothing in this Agreement will in any way limit or restrict the Manager or
any of its officers, directors, or employees from buying, selling or trading in
any securities for its or their own accounts or other accounts. The Manager may
act as an investment adviser to any other person, firm or corporation, and may
perform management and any other services for any other person, association,
corporation, firm or other entity pursuant to any contract or otherwise, and
take any action or do any thing in connection therewith or related thereto; and
no such performance of management or other services or taking of any such action
or doing of any such thing shall be in any manner restricted or otherwise
affected by any aspect of any relationship of the Manager to or with the Trust
or deemed to violate or give rise to any duty or obligation of the Manager to
the Trust except as otherwise imposed by law. The Trust recognizes that the
Manager, in effecting transactions for its various accounts, may not always be
able to take or liquidate investment positions in the same security at the same
time and at the same price.
14. In connection with purchases or sales of securities for the account of the
Trust, neither the Manager nor any of its directors, officers or employees will
act as a principal or agent or receive any commission except as permitted by the
1940 Act. The Manager 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 Manager. In the selection of such brokers or dealers and
the placing of such orders, the Manager 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 Portfolio
that the Manager 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 on the basis of seeking the most favorable price and
efficient execution. Therefore, the Manager is authorized to place orders for
the purchase and sale of securities for the Portfolio with such brokers, subject
to review by the Trust's Trustees 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 Manager in connection with its or its
affiliates' services to other clients. In addition, subject to the Manager's
obligation to seek the most favorable execution and net price available, the
Manager may consider the sale of the Trust's shares in selecting brokers and
dealers.
15. On occasions when the Manager deems the purchase or sale of a security to be
in the best interest of the Portfolio as well as other clients, the Manager may,
to the extent permitted by applicable laws and regulations, aggregate the
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
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Manager in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio and to such clients.
16. This Agreement shall become effective on the date hereof and shall remain in
force until December 31, 2005 and from year to year thereafter, but only so long
as its continuance is approved in accordance with the requirements of the 1940
Act or an exemption therefrom, subject to the right of the Trust and the Manager
to terminate this contract as provided in Section 17 hereof.
17. Either party hereto may, without penalty, terminate this Agreement by vote
of its Board of Trustees or Directors, as the case may be, or by vote of a
"majority of the outstanding voting securities" (as defined in the 0000 Xxx) of
the Portfolio or the Manager, as the case may be, and the giving of 60 days'
written notice to the other party.
18. This Agreement shall automatically terminate in the event of its assignment.
For purposes of this Agreement, the term "assignment" shall have the meaning
given it by Section 2(a)(4) of the 1940 Act.
19. The Trust agrees that in the event that neither the Manager nor any of its
affiliates acts as an investment adviser to the Portfolio, the name of the
Portfolio will be changed to one that does not contain the name "Pioneer" or
otherwise suggest an affiliation with the Manager.
20. The Manager is an independent contractor and not an employee of the Trust
for any purpose. If any occasion should arise in which the Manager gives any
advice to its clients concerning the shares of the Trust, the Manager will act
solely as investment counsel for such clients and not in any way on behalf of
the Trust.
21. This Agreement states the entire agreement of the parties hereto, and is
intended to be the complete and exclusive statement of the terms hereof. It 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.
22. This Agreement and all performance hereunder shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
23. 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.
24. 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 Agreement to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
PIONEER VARIABLE CONTRACTS
TRUST ON BEHALF OF
Pioneer Xxxx Small and Mid Cap
Growth VCT Portfolio
ATTEST:
By: By:
Name: Name:
Title: Title:
ATTEST: PIONEER INVESTMENT MANAGEMENT,
INC.
By: By:
Name: Name:
Title: Title:
