SUBADVISORY AGREEMENT
SUB-ADVISER AGREEMENT made as of this 3rd day of January, 2005 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 PIONEER OAK RIDGE SMALL CAP GROWTH FUND (the
"Fund") and pursuant to the provisions of the Management Agreement dated as of
February 13, 2004 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 3la-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 3la-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-Advise'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-Advise'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 fo
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 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 Small-Cap Equity Fund pursuant to the 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.
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxx
---------------------- ----------------------
Name: Xxxx X. Xxxxxxx
Title: Treasurer
ATTEST: OAK RIDGE INVESTMENTS, LLC
/s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxxxx
---------------------- ----------------------
Name: Xxxxx Xxxxxxx
Title Chief Executive Officer
Accepted and agreed to as of the day and year first above written.
SCHEDULE A
PIONEER OAK RIDGE SMALL CAP GROWTH FUND
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 0.50%
Greater than $250 Million and less than or equal to $500 Million 0.45%
Greater than $500 Million and less than or equal to $750 Million 0.40%
Greater than $750 Million 0.35%
