SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT made as of this 26th day of September, 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 OAKBROOK INVESTMENTS, LLC, an Illinois limited liability
company with its principal place of business at 000 Xxxxxxxxxxx Xxxx, Xxxxx 000,
Xxxxx, 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 FOCUSED EQUITY FUND (the "Fund") and
pursuant to the provisions of the Management Agreement dated as of September 26,
2005 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 therefor 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 copying 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 breach 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 of 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 Adviser's 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 "OakBrook". The Sub-Adviser has the right to use the
name "OakBrook" in connection with its services to the Fund and that
the Adviser and the Fund shall have the right to use the name
"OakBrook" 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 "OakBrook".
(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 claims will be made under 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 Fund.
(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. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. Paragraph Headings. The headings of paragraphs contained in this Agreement
are provided for convenience only. They form no part of this Agreement and shall
not affect its construction.
17. 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.
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: EVP & COO
OAKBROOK INVESTMENTS, LLC
By: /s/Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Director of Portfolio Management
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 $150 Million 0.375%
Greater than $150 Million and less than or equal to $350 Million 0.35%
Greater than $350 Million and less than or equal to $500 Million 0.325%
Greater than $500 Million 0.30%
