SUB-ADVISORY AGREEMENT
THIS SUB-ADVISORY AGREEMENT is made as of this [] day of [], 2004 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 60 State Street, Boston, Massachusetts 02109 (the
"Adviser"), and Cullen Capital Management, LLC, a Delaware limited liability
company with its principal place of business at 645 Fifth Avenue, New York, NY
10022 ("Sub-Adviser").
W I T N E S S E T H
WHEREAS, the Adviser serves as investment manager to PIONEER CULLEN [] (the
"Fund"), pursuant to a Management Agreement between the Fund and the Adviser
dated [] (the "Management Agreement");
WHEREAS, pursuant to authority granted to the Adviser by the Board of
Trustees of the Fund (the "Board") and pursuant to the provisions of the
Management Agreement, the Adviser has selected the Sub-Adviser to act as
investment sub-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 investment
sub-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 U.S.
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. The Sub-Adviser
shall have no responsibility hereunder or otherwise with respect to
any such transaction other than to effect such transaction in accordance
with the Adviser's instructions, including without limiting the foregoing,
any responsibility under sub-paragraph (b) of this Paragraph 1. 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, subject to the
foregoing, to otherwise exercise its right to control the overall
management of the 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 portfolio securities
for the Fund and performing the Sub-Adviser's obligations hereunder, the
Sub-Adviser shall conduct its activities in such a manner as to cause the
Fund to comply with the requirements of Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), as applicable, for
qualification as a regulated investment company, subject to subparagraph
(a) of this Section 1. The Sub-Adviser shall maintain compliance procedures
that it reasonably believes are adequate to ensure its 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 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 upon receipt 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 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
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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 reasonably necessary
for the Sub-Adviser to supply to the Adviser, the Fund or the 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 sub-paragraphs (b)(5), (6), (7), (9), (10) and (11) and
paragraph (f) of 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 Fund transactions hereunder, and shall preserve such
records for the periods and in a manner prescribed therefore by Rule 31a-2
under the 1940 Act (the "Fund's Books and Records"). The Fund's Books and
Records shall be available to the Adviser and the Board at any time upon
request with reasonable notice, copies of which shall be delivered to the
Fund upon the termination of this Agreement pursuant to Paragraph 11 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 and is readily available to the
Sub-Adviser. The Sub-Adviser agrees to immediately notify the Adviser if
the Sub-Adviser believes that the market quotations are not readily
available for any security held by the Fund or if the market price does not
reflect the security's fair value. In such instances, the Sub-Adviser shall
provide assistance to the Adviser and/or the Fund's pricing agent in making
determinations of the fair value of such portfolio securities in accordance
with the Fund's written valuation procedures..
(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, provide them with such information with respect to
securities held by 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 comply and shall require its employees to 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-
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Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably designed 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 Funds and the Adviser. The Sub-Adviser shall respond to
requests for information from the Adviser as to violations of the Code and any
sanctions imposed by the Sub-Adviser in connection with such violations. 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 promptly report to the
Adviser any material developments regarding portfolio securities of the Fund
that may of which the Sub-Adviser has 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. The Sub-Adviser shall promptly notify the
Adviser of any financial condition that is likely to impair the Sub-Adviser's
ability to perform its obligations under this Agreement.
(a) Notification of Breach / Compliance Reports. The Sub-Adviser shall
notify the Adviser immediately upon its detection of (i) any failure on its
part to manage the Fund in accordance with this Agreement; or (ii) any
breach by the Sub-Adviser of any of the policies, guidelines or procedures
of the Fund or the Adviser as provided in writing to the Sub-Adviser or of
the Sub-Adviser insofar as they relate or reasonably would affect the
performance of the Sub-Adviser's responsibilities hereunder. In addition,
the Sub-Adviser shall provide a quarterly certification that is the
Sub-Adviser has managed the Fund in accordance with the provisions of this
Agreement in the form provided by the Adviser from time to time. The
Sub-Adviser acknowledges and agrees that the Adviser may, in its
discretion, provide such quarterly compliance certifications to the Board.
The Sub-Adviser agrees to correct any such failure on its part 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 Sarbanes-Oxley Act. The Sub-Adviser, to the extent
permissible, 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 federal or state securities laws or (ii) the
controlling stockholder changes or there otherwise is 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 1940 Act) has or is proposed to occur.
(b) Inspection. Upon request, with at least 24 hours advance notice,
the Sub-Adviser subject to privacy and other laws agrees to make its
records and premises (including the availability of the Sub-Adviser's
employees for interviews) to the extent
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that they relate to the conduct of services provided by the Sub-Adviser 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 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 reasonable 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 compliance
responsibilities for the Fund hereunder, as and to the extent herein
provided.
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. Except as set forth in sub-paragraph (e) of
this Section 4 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 its 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 under the circumstances 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 guidelines
established by the Adviser and provided in writing to the Sub-Adviser by
the Adviser or the Board from time to time with respect to
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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 under the circumstances, the
Sub-Adviser to the extent legally permissible, may consider the sale of the
Fund's shares in selecting brokers and dealers. The Sub-Adviser and not the
Fund or the Adviser shall be liable for any losses or costs resulting from
the Sub-Adviser's errors in placing trades on behalf of the Fund.
(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 most favorable
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 most favorable execution and most favorable net
price available under the circumstances 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 most favorable
execution and best net price available under the circumstances for the Fund
on trades placed by the Adviser and the Sub-Adviser shall remain
responsible only for the accurate placement of orders on behalf of the Fund
into the Adviser's trading system and confirming the appropriate settlement
of such transactions in accordance with the orders placed.
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.
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6. Allocation of Charges and Expenses. The Sub-Adviser will bear its own
costs of providing its 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 of the Sub-Adviser.
(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
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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 Sub-Adviser manages the Fund 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) Insurance. The Sub-Adviser shall maintain errors and omissions and
fidelity insurance equivalent in coverage and amounts to the insurance
maintained on the date of the Agreement 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.
(f) Competent Staff. The Sub-Adviser shall ensure that, in the
Sub-Adviser's reasonable judgment, 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 avoidance of doubt, the Sub-Adviser shall satisfy itself
that any affiliate or third party on whom it relies in order to perform its
duties hereunder complies with the foregoing.
(g) No Detrimental Agreement. The Sub-Adviser represents and warrants
that it has no arrangement or understanding with any party that would
prevent the Sub-Adviser from performing its responsibilities hereunder.
(h) Conflicts. The Sub-Adviser shall act honestly, in good faith and
in the best interests of the Funds including requiring any of its personnel
with knowledge of the
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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.
(i) 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.
(j) Use Of The Name "Cullen". Subject to any notice provided to the
Adviser pursuant to Section 15, the Sub-Adviser represents and warrants
that is has the right to use the name "Cullen" in connection with its
services to the Fund and that there are no threatened or existing actions,
claims, litigation or proceedings that would adversely affect or prejudice
the rights of the Sub-Adviser, Adviser or Fund to use the name "Cullen,"
subject to the provisions of Section 15 below.
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, as defined in the 1940 Act, of the
Adviser or the Sub-Adviser, 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.
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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 and
unless terminated automatically as set forth in Section 12 hereof or until
terminated as follows:
(i) The Adviser may at any time terminate this Agreement as to the
Fund 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 with respect to the Fund either (i) by vote of the Board or (ii)
upon the affirmative vote of a majority of the outstanding voting
securities of the Fund; or
(ii) 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
(iii) This Agreement shall automatically terminate on December 31st of
any year, beginning on December 31, 2006, 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 1940 Act or any
interpretations of the staff of the Commission) of the Fund, the Adviser or
the Sub-Adviser, at a meeting called for the purpose of voting on such
approval.
(b) 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 interpretations of the staff of the
Commission.
Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.
In the event of termination of this Agreement for any reason, the
Sub-Adviser shall, immediately upon notice of termination or on such later date
as may be specified in such notice, cease all activity on behalf of the Fund and
with respect to any of its assets. In addition, the Sub-Adviser shall deliver
the Fund's Books and Records to the Adviser (it being agreed that the
Sub-Adviser may keep copies of the Fund's Books and Records) by such means and
in accordance
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with such schedule as the Adviser shall reasonably direct and shall otherwise
reasonably cooperate in the transition of portfolio asset management to any
successor of the Sub-Adviser, including the Adviser, for a period up to
thirty-days (30) from such termination.
12. Liability of the Sub-Adviser. The Sub-Adviser shall not be liable to
the Advisor or 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 1940 Act) 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 unless
acting at the direction of the Adviser or the Board, (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 or the Board, (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 provided that the Sub-Adviser's obligation in this regard shall
be reduced to the extent it is caused by or is otherwise directly related to the
Fund's or the Adviser's own willful misfeasance, bad faith or gross negligence
or to the reckless disregard of its duties under the 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
unless acting at the direction of the Board or the Adviser.
13. Limitation of Liability. The parties to this Agreement acknowledge and
agree that no Trustee, officer or holder of shares of beneficial interests of
the Fund shall be liable for any litigation arising hereunder, whether direct or
indirect. 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.
14. Non-Exclusivity. The services provided by the Sub-Adviser are not to be
deemed exclusive except as otherwise mutually agreed upon in writing, from time
to time by the parties hereto, and the Sub-Adviser shall be free to render
similar services to others so long as such services do not impair the services
rendered to the Adviser or the Fund.
15. Name of the Fund. The parties agree that the Fund may use the name
"Cullen" and any logos or service marks that the Sub-Adviser may furnish to the
Fund (collectively, the
11
"Identifying Marks") only so long as (i) this Agreement remains in effect and
(ii) the Sub-Adviser has the right to use such Identifying Marks. Any use of the
Identifying Marks pursuant to this Section 9 shall be royalty free. Upon
termination of this Agreement, the Fund promptly shall discontinue the use of
the Identifying Marks. Upon notification from the Sub-Adviser to the Fund that
the Sub-Adviser ceases to have the right to use an Identifying Mark, the Fund
promptly shall discontinue the use of such Identifying Mark. The Fund
acknowledges that (i) it has no proprietary or exclusive rights in the
Identifying marks and (ii) the Sub-Adviser reserves to itself the right to grant
the nonexclusive right to use any Identifying Marks to other persons (including
other investment companies), subject to the Sub-Adviser's right with respect to
such Identifying Marks.
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. They 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.
19. Severability. If any provision of this Agreement is held invalid or
unenforceable for any reason, such provision will be fully severable, and this
Agreement will be enforced and construed as if such provision had never
comprised a part of this Agreement. To the extent required, any provision of
this Agreement may be modified by a court of competent jurisdiction to preserve
its validity
12
1
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
_______________________________ By:______________________________________
Name:
Title:
ATTEST: CULLEN CAPITAL MANAGEMENT, LLC
_______________________________ By:______________________________________
Name:
Title:
13
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 $1 Billion 0.35%
Greater than $1 Billion and less than or equal to $2 Billion 0.325%
Greater than $2 Billion and less than or equal to $3 Billion 0.30%
Greater than $3 Billion 0.275%
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