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