SUB-ADVISORY AGREEMENT
SUB-ADVISER AGREEMENT made as of this __ day of _______, 2003 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 OAK RIDGE LARGE CAP GROWTH FUND (the
"Fund") and pursuant to the provisions of the Management Agreement dated as of
______________, 2003 between the Adviser and the Fund (the "Management
Agreement"), the Adviser has selected the Sub-Adviser to act as a sub-investment
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 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
Subchapter 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,
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 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 the Fund, except that nothing
in this Agreement shall operate or purport to operate in any way to exculpate,
waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall
indemnify and hold harmless the Adviser, 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 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. In addition,
the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser
against any liability that arose out of the Sub-Adviser's management of Oak
Ridge Large - Cap Equity Fund pursuant to the Amended and Restated Investment
Advisory Agreement with the Sub - Adviser dated March 1, 1999, subject to the
standard of care set forth in this Agreement.
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. 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:______________________________________
Name:
Title:
ATTEST: OAK RIDGE INVESTMENTS, LLC
_______________________________ By:______________________________________
Name:
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 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%
