MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT ("Agreement") is dated as of this 10th day of
March, 2010, by and between PIONEER CAYMAN COMMODITY FUND LTD. (the "Fund") and
Pioneer Investment Management, Inc., a Delaware corporation (the "Manager").
WHEREAS, the Fund is a Cayman Islands company;
WHEREAS, the sole shareholder of the Fund is Pioneer Multi-Asset Real
Return Fund (the "Sole Shareholder"), a series of Pioneer Series Trust VI (the
"Trust"), a Delaware statutory trust registered as a management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Manager is engaged primarily in rendering investment
advisory and management services and is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended;
WHEREAS, the Fund wishes to retain the Manager to provide investment
advisory and management services to the Fund; and
WHEREAS, the Manager is willing to furnish such services on the terms
and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. The Fund hereby appoints the Manager to act as investment adviser of the Fund
for the period and on the terms set forth in this Agreement. The Manager accepts
such appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. (a) Subject to the supervision of the Fund's Board of Directors (the
"Board"), the Manager shall regularly provide the Fund with investment research,
advice, management and supervision and shall furnish a continuous investment
program for the Fund's portfolio of securities and other investments consistent
with the Fund's investment objectives, policies and restrictions, as stated in
the Sole Shareholder's current Prospectus and Statement of Additional
Information. The Manager shall determine from time to time what securities and
other investments (including, without limitation, repurchase agreements, swap
agreements, options, futures and other instruments) will be purchased, retained,
sold or exchanged by the Fund and what portion of the assets of the Fund's
portfolio will be held in the various securities and other investments in which
the Fund invests, and what portion will be held uninvested in cash, and shall
implement those decisions (including the execution of investment documentation),
all subject to the provisions of the Fund's Memorandum and Articles of
Association (collectively, the "Articles") and any other applicable Cayman
Islands and U.S. federal and state laws, as well as the investment objectives,
policies and restrictions of the Fund and, to the extent applicable, the Sole
Shareholder, and any other specific policies adopted by the Board and disclosed
to the Manager. The Manager is authorized as the agent of the Fund to give
instructions to the custodian of the Fund as to deliveries of securities and
other investments and payments of cash for the account of the Fund. Subject to
applicable provisions of the 1940 Act and direction from the Board, the
investment program to be provided hereunder may entail the investment of all or
substantially all of the assets of the Fund in one or more investment companies.
The Manager will place orders pursuant to its investment determinations for the
Fund either directly with the issuer or with any broker or dealer, foreign
currency dealer, futures commission merchant or others selected by it. Except as
described herein, the Manager shall seek overall the best execution available in
the selection of brokers or dealers and the placing of orders for the Fund. In
assessing the best execution available for any transaction, the Manager may
consider factors it deems relevant, including the size and type of the
transaction, the nature and character of the markets for the security to be
purchased or sold, the execution capabilities and financial condition of the
broker or dealer, and the reasonableness of the commission or dealer spread, if
any (whether for a specific transaction or on a continuing basis). In connection
with the selection of such brokers or dealers and the placing of such orders,
subject to applicable law, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to the
Fund and/or the other accounts over which the Manager or its affiliates exercise
investment discretion. The Manager is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Fund which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Manager determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or in terms of all of the accounts over which the Manager
or its affiliates exercise investment discretion. The Manager shall also provide
advice and recommendations with respect to other aspects of the business and
affairs of the Fund, shall exercise voting rights, rights to consent to
corporate action and any other rights pertaining to the Fund's portfolio
securities subject to such direction as the Board may provide, and shall perform
such other functions of investment management and supervision as may be directed
by the Board. Notwithstanding the foregoing, the Manager shall not be deemed to
have assumed any duties with respect to, and shall not be responsible for, the
distribution of the shares of the Fund, nor shall the Manager be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any administrator, transfer agent, fund accounting agent, custodian,
shareholder servicing agent or other agent, in each case employed by the Trust
or the Fund to perform such functions. The Manager may execute on behalf of the
Fund certain agreements, instruments and documents in connection with the
services performed by it under this Agreement. These may include, without
limitation, brokerage agreements, clearing agreements, account documentation,
futures and options agreements, swap agreements, other investment related
agreements, and any other agreements, documents or instruments the Manager
believes are appropriate or desirable in performing its duties under this
Agreement.
(b) The Fund hereby authorizes any entity or person associated with the Manager
which is a member of a national securities exchange to effect any transaction on
the exchange for the account of the Fund which is permitted by Section 11(a) of
the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to
the retention of compensation for such transactions in accordance with Rule
11a2-2(T)(a)(2)(iv).
3. Subject to the Board's approval, the Manager or the Fund may enter into
contracts with one or more investment subadvisers, including without limitation,
affiliates of the Manager, in which the Manager delegates to such investment
subadvisers any or all its duties specified hereunder, on such terms as the
Manager determines to be necessary, desirable or appropriate, provided that in
each case such contracts are entered into in accordance with and meet all
requirements under applicable law. The Fund agrees that the Manager shall not be
accountable to the Fund or the Sole Shareholder for any loss or other liability
relating to specific investments selected by any such subadviser.
4. The Fund shall at all times keep the Manager fully informed with regard to
the securities and other investments owned by it, its funds available, or to
become available, for investment, and generally as to the condition of its
affairs. The Fund shall furnish the Manager with such other documents and
information with regard to its affairs as the Manager may from time to time
reasonably request. The Manager shall supply the Board and officers of the Fund
with such information and reports reasonably required by them and reasonably
available to the Manager.
5. (a) Unless maintained by another party on the Fund's behalf, the Manager
shall maintain the books and records with respect to the Fund's securities and
other transactions and keep the Fund's books of account in accordance with all
applicable Cayman Islands and U.S. federal and state laws and regulations. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager
hereby agrees that any records that it maintains for the Fund are the property
of the Fund, and further agrees to surrender promptly to the Fund any of such
records upon the Fund's request. The Manager further agrees to arrange for the
preservation of the records required to be maintained by Rule 31a-1 under the
1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.
(b) The Manager shall furnish, at its expense, all necessary services,
facilities, equipment and personnel for performing the Manager's services under
this Agreement. Other than as herein specifically indicated, the Manager shall
not be responsible for the Fund's ordinary and extraordinary expenses, and the
Fund shall pay the Fund's ordinary and extraordinary expenses. The Manager may
agree to provide to the Fund services other than the services that are provided
under this Agreement, on such terms as the Manager and the Fund may agree from
time to time, and nothing herein shall preclude payment by the Fund of
compensation to the Manager for any such services rendered pursuant to a written
agreement or agreements approved by the Board.
6. From time to time, the Manager shall authorize and permit certain of its
directors, officers and employees, who may be elected as Board members or
officers of the Fund, to serve in the capacities in which they are elected. The
Manager will pay directly or reimburse the Fund for the compensation (if any) of
the Directors who are affiliated persons of the Manager and all officers of the
Fund as such, except as the Board may decide.
7. As compensation for the services performed and the facilities furnished and
expenses assumed by the Manager, the Fund shall pay the Manager, as promptly as
possible after the last day of each month, a fee, computed daily at an annual
rate set forth opposite the Fund's name on Appendix A annexed hereto, based on
the Fund's average daily net assets or otherwise as set forth on Appendix A. If
this Agreement is terminated with respect to the Fund as of any date not the
last day of a month, the fee payable by the Fund shall be paid as promptly as
possible after such date of termination and shall be computed on the basis of
the period ending on the last business day on which this Agreement is in effect
with respect to the Fund 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
the month.
8. The Manager assumes no responsibility under this Agreement other than to
render the services called for hereunder, in good faith, and shall not be liable
for any error of judgment or mistake of law, or for any loss arising out of any
investment or for any act or omission in the execution of securities or other
transactions for the Fund, provided that nothing in this Agreement shall protect
the Manager against any liability to the Fund to which the Manager would
otherwise be subject 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 hereunder. As used in this paragraph 8,
the term "Manager" shall include any affiliates of the Manager performing
services for the Fund pursuant to this Agreement and the partners, shareholders,
directors, officers and employees of the Manager and such affiliates.
9. Nothing in this Agreement shall limit or restrict the right of any director,
officer, or employee of the Manager who may also be a Director, officer, or
employee of the Fund, to engage in any other business or to devote his time and
attention in part to the management or other aspects of any other business,
whether of a similar nature or a dissimilar nature, nor to limit or restrict the
right of the Manager to engage in any other business or to render services of
any kind, including investment advisory and management services, to any other
fund, firm, individual or association. If the purchase or sale of securities or
other investments consistent with the investment policies of the Fund or one or
more other accounts of the Manager is considered at or about the same time,
transactions in such securities or other investments will be allocated among the
accounts in a manner deemed equitable by the Manager. Such transactions may be
combined, in accordance with applicable laws and regulations, and consistent
with the Manager's policies and procedures as presented to the Board from time
to time.
10. This Agreement will become effective with respect to the Fund on the date
first above written and, unless sooner terminated as provided herein, will
continue in effect until December 31, 2011. Thereafter, for so long as the Sole
Shareholder is the sole shareholder of the Fund, this Agreement shall continue
in effect, if not terminated, so long as such continuance is specifically
approved at least annually (i) by the Board of Trustees of the Trust, on behalf
of the Sole Shareholder, or (ii) by a vote of a "majority of the outstanding
voting securities" (as defined in the 0000 Xxx) of the Sole Shareholder,
provided that in either event the continuance is also approved by a majority of
the Trustees of the Trust who are not "interested persons" (as defined in the
0000 Xxx) of the Trust or any party to this Agreement, by vote cast in person at
a meeting called for the purpose of voting on such approval. References to the
"1940 Act" shall include any rule, regulation or applicable exemptive order of
the Securities and Exchange Commission (the "Commission") thereunder and
interpretive guidance with respect to the 1940 Act by the Commission or its
staff.
11. This Agreement may be terminated without penalty (i) by the Board upon not
more than 60 days' nor less than 30 days' prior written notice to the Manager,
(ii) by the Manager upon not less than 60 days' prior written notice to the
Fund, or (iii) for so long as the Sole Shareholder is the sole shareholder of
the Fund, by the Trust, on behalf of the Sole Shareholder, or by vote of a
majority of the outstanding voting securities of the Sole Shareholder, upon not
more than 60 days' nor less than 30 days' prior written notice to the Manager.
This Agreement shall terminate automatically in the event of its "assignment"
(as that term is defined in the 0000 Xxx) and shall not be assignable by the
Fund without the consent of the Manager.
12. The Manager agrees that for services rendered to the Fund, or for any claim
by it in connection with services rendered to the Fund, it shall look only to
assets of the Fund for satisfaction. The undersigned Director of the Fund has
executed this Agreement not individually, but as a Director under the Fund's
Articles and the obligations of this Agreement are not binding upon any of the
Directors, officers or shareholders of the Fund individually.
13. The Fund agrees that in the event that none of the Manager or any of its
affiliates acts as an investment adviser to the Fund, the name of the Fund will
be changed to one that does not contain the name "Pioneer" or otherwise suggest
an affiliation with the Manager.
14. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no material amendment of the Agreement shall be effective until
approved, if so required by the 1940 Act, by vote of the holders of a majority
of the outstanding voting securities of the Sole Shareholder.
15. This Agreement embodies the entire agreement and understanding between the
parties hereto and supersedes all prior agreements and understandings relating
to the subject matter hereof. Should any part of this Agreement be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding on and
shall inure to the benefit of the parties hereto and their respective
successors.
16. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
17. This Agreement may be executed in one 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 officers thereunto duly authorized.
PIONEER CAYMAN COMMODITY FUND LTD.
By: /s/Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Director
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chief Financial Officer
Appendix A
Fund Fee
(calculated as a percent per annum of the Fund's average
daily net assets)
Pioneer Cayman Commodity Fund Ltd. 0.70%
