FORM OF SUB-ADVISORY AGREEMENT
THIS SUB-ADVISORY AGREEMENT is made as of this __ day of _______, 2003 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 L. ROY PAPP & ASSOCIATES, LLP, an Arizona limited liability
partnership with its principal place of business at 6225 North 24th Street,
Suite 150, Phoenix, Arizona 85016 ("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 [INSERT NAME OF FUND] (the "Fund") and pursuant to
the provisions of the Management Agreement dated as of ______________, 2003
between the Adviser and the Fund (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, and advice and shall
continuously furnish 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, in the exercise of its
fiduciary duties to the Fund, 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.. 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,
having been provided to the Sub-Adviser; provided, however, that the Sub-Adviser
shall not have any liability for acting in accordance with the Adviser's
explicit instructions. 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 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
responsibility for 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 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
reasonably 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 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 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 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, copies of which shall be delivered to the Fund upon the termination of
this Agreement and shall be available for telecopying without delay during any
day the Fund is open for business.
(e) Holdings Information and Pricing. The Sub-Adviser shall keep the Fund
and the Adviser informed of developments
materially affecting the Fund's holdings, and shall, on its own initiative,
furnish the Fund and the Adviser from time to time with whatever information the
Sub-Adviser believes is appropriate for this purpose. The Sub-Adviser agrees to
immediately notify the Adviser if the Sub-Adviser believes that the market value
of any security held by the Fund is not an appropriate fair value in accordance
with the Fund's valuation procedures. The Sub-Adviser agrees to provide any
pricing information of which the Sub-Adviser is aware to the Adviser and/or the
Fund's pricing agent as may be necessary to assist in the determination of the
fair value of any Fund holdings for which market quotations are not readily
available or such information is otherwise required in accordance with the 1940
Act or 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, provide
them with 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 quarterly 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
quarterly compliance certifications to the Board. The Sub-Adviser agrees to
correct any such failure promptly and to take any action that the Adviser may
reasonably request in connection with any such breach. The Sub-Adviser shall
also provide the officers of the Fund with supporting certifications in
connection with such certifications of the Fund's financial statements and
disclosure controls pursuant to the Sarbanes-Oxley 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, (A) 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 (B) the compliance by the Sub-Adviser with federal or state
securities laws in connection with the management of the Fund or, if instituted
by the Commission, in connection with the Sub-Adviser's business generally or
(ii) the controlling stockholder or executive committee of the Sub-Adviser
changes, there is otherwise an actual change in control (whether through sale of
all or substantially all the assets of the Sub-Adviser or a material change in
management of the Sub-Adviser) or an "assignment" (as defined in the 1940 Act)
hasoccurred or is reasonably likely to occur.
(b) Inspection. Upon reasonable request and to the extent permitted by law,
with at least 24 hours advance notice, the Sub-Advisor 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, to the extent it relates to the management of the Fund,
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 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;
provided, however, that any and all reasonable travel expenses incurred by the
Sub-Adviser and its officers and employees shall be payable by the Adviser.
(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 reasonable 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 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 or employees 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 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 brokerage and market research services 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 under
the circumstances, the Sub-Adviser 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 seek to
obtain 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.
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 promptly 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 (Parts 1 and II) and will promptly furnish any amendment thereto 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 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 maintains insurance coverage in an
appropriate amount and 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.
(f) 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.
(g) 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.
(h) 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.
(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 quarterly compliance report required by Section 3(a),
whether or not specifically referenced in such certificate.
8. Representations, Warranties and Covenants of the Adviser.
(a) Properly Licensed. The Adviser is registered as an investment adviser
under the Advisers Act, and will remain so registered for the duration of this
Agreement. The Adviser agrees to promptly notify the Sub-Adviser of the
occurrence of any event that would disqualify the Adviser from serving as an
investment adviser to an investment company. The 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 Adviser has provided the Sub-Adviser with a copy of
its FORM ADV (Parts I and II) and will promptly furnish any amendment thereto to
the Sub-Adviser. The information contained in the 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 contained therein not misleading.
(c) Fund Disclosure Documents. The Adviser has reviewed and will in the
future review, the disclosure documents of the Fund and represents and warrants
that with respect to disclosure about the Adviser, or information relating
directly or indirectly to, or provided by, the Adviser, such disclosure
documents contain or will contain, as of the date thereof, no untrue statement
of material fact which was required to be stated therein or necessary to make
the statements therein not misleading.
(d) No Statutory Disqualification As An Investment Adviser. The Adviser is
not prohibited by the Advisers Act or the 1940 Act from performing the services
contemplated by this Agreement or otherwise, and to the best knowledge of the
Adviser, there is no proceeding or investigation that is reasonably likely to
result in the Adviser being prohibited from performing its services as an
investment adviser.
9. The Name "Papp". The Sub-Adviser consents to the use by the Fund of the
name "Papp" as part of the name of the Fund. Neither the Fund nor the Adviser
shall be obligated to use the name "Papp" in the name of the Fund. The foregoing
authorization by the Sub-Adviser to the Fund to use such name as part of the
name of the Fund is not exclusive of the right of the Sub-Adviser itself to use,
or to authorize others to use, the same; the Fund acknowledges and agrees that
as between the Fund and the Sub-Adviser, the Sub-Adviser has the exclusive right
so to use, or authorize others to use, such name and the Fund agrees to take
such action as may reasonably be requested by the Sub-Adviser to give full
effect to the provisions of this section. Without limiting the generality of the
foregoing, the Fund agrees that, upon any termination of this Agreement, the
Fund will, at the request of the Sub-Adviser, promptly change the name of the
Fund so as to eliminate all reference, if any, to the name "Papp" and will not
thereafter transact any business using the name "Papp" whatsoever; provided,
however, that the Fund and the Adviser may continue to use beyond such date any
supplies of prospectuses, marketing materials and similar documents that the
Adviser or its affiliates had on hand at the date of such name change. The
Sub-Adviser further represents and warrants that it has the right to use the
name "Papp" in connection with its services to the Fund 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 or
use the name "Papp".
10. 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 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.
11. 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.
12. 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.
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.
13. 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:
(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, 2004, 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.
(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 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 by such means and in accordance with
such schedule as the Adviser shall direct and shall otherwise 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.
14. 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 1940 Act) and all
controlling persons thereof (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 Fund or the Sub-Adviser being
in violation (the existence of such violation as agreed upon in good faith by
the Adviser and the Sub-Adviser or as otherwise determined by a court of law or
state or federal governmental or regulatory body) 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, or (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, however,
that with respect to clauses (a) and (b) above, the violation did not result
directly from information provided or action taken (or failed to be provided or
failed to be taken) by the Adviser or its agents; provided further that in the
event that the violation resulted in part directly from information provided or
action taken (or failed to be provided or failed to be taken) by the Adviser or
its agents and in part from the actions or omissions of the Sub-Adviser, the
Sub-Adviser shall indemnify the Adviser and the Fund for such portion of such
loss that is attributable directly or indirectly to the action or omission of
the Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless
the Fund and the Adviser against any liability that arose out of the
Sub-Adviser's management of the [insert name of fund] pursuant to [identify
agreement], subject to the standard set forth in this Agreement.
15. 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.
16. 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.
17. 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.
18. Paragraph Headings. The headings of paragraphs contained in this
Agreement are provided for convenience only. The form no part of this Agreement
and shall not affect its construction.
19. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
_______________________________ By:______________________________________
Name:
Title:
ATTEST: L. ROY PAPP & ASSOCIATES, LLP
_______________________________ By:______________________________________
Name:
Title:
SCHEDULE A
The Adviser will pay to the Sub-Adviser as compensation for the Sub-Adviser's
services rendered, a fee, computed daily at an annual rate based on the average
daily net assets of the Fund under the following fee schedule:
Assets Rate
First $500 Million 0.40%
Greater than $500 Million 0.30%
[For the purposes of the Papp Small & Mid-Cap Fund, the Adviser will pay to the
Sub-Adviser as compensation for the Sub-Adviser's services, a fee, computed
daily at an annual rate based on the average daily net assets of the Fund: 0.45%
for the first $500 million of assets and 0.35% for assets greater than $500
million]