AMENDED AND RESTATED
MANAGEMENT AGREEMENT
This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as of
the 1st day of July, 2008, as further amended as of November 12, 2013 (and as
Appendix A annexed hereto has been amended from time to time as set forth
therein), by and between PIONEER SERIES TRUST XII (formerly, PIONEER
INDEPENDENCE FUND) (the "Trust"), a Delaware statutory trust, and Pioneer
Investment Management, Inc., a Delaware corporation (the "Manager").
WHEREAS, the Trust is registered as a management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Manager is engaged primarily in rendering investment advisory
and management services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended;
WHEREAS, the Trust wishes to retain the Manager to provide investment
advisory and management services to the Trust with respect to the series of the
Trust designated in Appendix A annexed hereto (the "Funds"); and
WHEREAS, the Manager is willing to furnish such services on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed as follows:
1. The Trust hereby appoints the Manager to act as investment adviser of
each Fund for the period and on the terms set forth in this Agreement. The
Manager accepts such appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2.(a) Subject to the supervision of the Trust's Board of Trustees (the
"Board"), the Manager shall regularly provide each Fund with investment
research, advice, management and supervision and shall furnish a continuous
investment program for the Fund's portfolio of securities and other investments
consistent with the Fund's investment objectives, policies and restrictions, as
stated in the Fund's current Prospectus and Statement of Additional
Information. The Manager shall determine from time to time what securities and
other investments (including, without limitation, repurchase agreements, swap
agreements, options, futures and other instruments) will be purchased,
retained, sold or exchanged by each Fund and what portion of the assets of the
Fund's portfolio will be held in the various securities and other investments
in which the Fund invests, and what portion will be held uninvested in cash,
and shall implement those decisions (including the execution of investment
documentation), all subject to the provisions of the Trust's Declaration of
Trust and By-Laws (collectively, the "Governing Documents") and the 1940 Act,
as well as the investment objectives, policies and restrictions of the Fund
referred to above, and any other specific policies adopted by the Board and
disclosed to the Manager. The Manager is authorized as the agent of the Trust
to give instructions to the custodian of each Fund as to deliveries of
securities and other investments and payments of cash for the account of the
Fund. Subject to applicable provisions of the 1940 Act and direction from
the Board, the investment program to be provided hereunder may entail the
investment of all or substantially all of the assets of any Fund in one or more
investment companies. The Manager will place orders pursuant to its investment
determinations for each Fund either directly with the issuer or with any broker
or dealer, foreign currency dealer, futures commission merchant or others
selected by it. Except as described herein, the Manager shall seek overall the
best execution available in the selection of brokers or dealers and the placing
of orders for each Fund. In assessing the best execution available for any
transaction, the Manager may consider factors it deems relevant, including the
size and type of the transaction, the nature and character of the markets for
the security to be purchased or sold, the execution capabilities and financial
condition of the broker or dealer, and the reasonableness of the commission or
dealer spread, if any (whether for a specific transaction or on a continuing
basis). In connection with the selection of such brokers or dealers and the
placing of such orders, subject to applicable law, brokers or dealers may be
selected who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) to the Fund and/or the other accounts over which the
Manager or its affiliates exercise investment discretion. The Manager is
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for a Fund which is
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Manager determines in good faith
that such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or in terms of all of the accounts
over which the Manager or its affiliates exercise investment discretion. The
Manager shall also provide advice and recommendations with respect to other
aspects of the business and affairs of each Fund, shall exercise voting rights,
rights to consent to corporate action and any other rights pertaining to the
Fund's portfolio securities subject to such direction as the Board may provide,
and shall perform such other functions of investment management and supervision
as may be directed by the Board. Notwithstanding the foregoing, the Manager
shall not be deemed to have assumed any duties with respect to, and shall not
be responsible for, the distribution of the shares of any Fund, nor shall the
Manager be deemed to have assumed or have any responsibility with respect to
functions specifically assumed by any administrator, transfer agent, fund
accounting agent, custodian, shareholder servicing agent or other agent, in
each case employed by the Trust or a Fund to perform such functions. The
Manager may execute on behalf of each Fund certain agreements, instruments and
documents in connection with the services performed by it under this Agreement.
These may include, without limitation, brokerage agreements, clearing
agreements, account documentation, futures and options agreements, swap
agreements, other investment related agreements, and any other agreements,
documents or instruments the Manager believes are appropriate or desirable in
performing its duties under this Agreement.
(b) Each Fund hereby authorizes any entity or person associated with the
Manager which is a member of a national securities exchange to effect any
transaction on the exchange for the account of the Fund which is permitted by
Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and each Fund
hereby consents to the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv).
3. Subject to the Board's approval, the Manager or any Fund may enter into
contracts with one or more investment subadvisers, including without
limitation, affiliates of the Manager, in which the Manager delegates to such
investment subadvisers any or all its duties
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specified hereunder, on such terms as the Manager determines to be necessary,
desirable or appropriate, provided that in each case such contracts are entered
into in accordance with and meet all applicable requirements of the 1940 Act.
The Trust agrees that the Manager shall not be accountable to the Trust or any
Fund or any Fund's shareholders for any loss or other liability relating to
specific investments selected by any such subadviser.
4. The Trust shall at all times keep the Manager fully informed with regard
to the securities and other investments owned by each Fund, its funds
available, or to become available, for investment, and generally as to the
condition of its affairs. The Trust shall furnish the Manager with such other
documents and information with regard to its affairs as the Manager may from
time to time reasonably request. The Manager shall supply the Board and
officers of the Trust with such information and reports reasonably required by
them and reasonably available to the Manager.
5.(a) Unless maintained by another party on the Fund's behalf, the Manager
shall maintain the books and records with respect to each Fund's securities and
other transactions and keep the Fund's books of account in accordance with all
applicable federal and state laws and regulations. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, the Manager hereby agrees that
any records that it maintains for each Fund are the property of the Fund, and
further agrees to surrender promptly to the Fund any of such records upon the
Fund's request. The Manager further agrees to arrange for the preservation of
the records required to be maintained by Rule 31a-1 under the 1940 Act for the
periods prescribed by Rule 31a-2 under the 1940 Act.
(b) The Manager shall furnish, at its expense, all necessary services,
facilities, equipment and personnel for performing the Manager's services under
this Agreement. Other than as herein specifically indicated, the Manager shall
not be responsible for the Trust's or any Fund's ordinary and extraordinary
expenses, and the Trust or a Fund shall pay the Trust's or the Fund's ordinary
and extraordinary expenses. The Manager may agree to provide to the Funds
services other than the services that are provided under this Agreement, on
such terms as the Manager and the Trust may agree from time to time, and
nothing herein shall preclude payment by the Trust or a Fund of compensation to
the Manager for any such services rendered pursuant to a written agreement or
agreements approved by the Board.
6. From time to time, the Manager shall authorize and permit certain of its
directors, officers and employees, who may be elected as Board members or
officers of the Trust, to serve in the capacities in which they are elected.
The Manager will pay directly or reimburse the Trust for the compensation (if
any) of the Trustees who are affiliated persons of the Manager and all officers
of the Trust as such, except as the Board may decide.
7. As compensation for the services performed and the facilities furnished
and expenses assumed by the Manager, each Fund shall pay the Manager, as
promptly as possible after the last day of each month, a fee, computed daily at
an annual rate set forth opposite the Fund's name on Appendix A annexed hereto,
based on the Fund's average daily net assets or otherwise as set forth on
Appendix A. If this Agreement is terminated with respect to any Fund as of any
date not the last day of a month, the fee payable by the Fund shall be paid as
promptly as possible after such date of termination and shall be computed on
the basis of the period ending on the last business day on which this Agreement
is in effect with respect to the Fund subject to a
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pro rata adjustment based on the number of days elapsed in the current month as
a percentage of the total number of days in the month.
8. The Manager assumes no responsibility under this Agreement other than to
render the services called for hereunder, in good faith, and shall not be
liable for any error of judgment or mistake of law, or for any loss arising out
of any investment or for any act or omission in the execution of securities or
other transactions for any Fund, provided that nothing in this Agreement shall
protect the Manager against any liability to a Fund to which the Manager would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder. As used in this paragraph 8,
the term "Manager" shall include any affiliates of the Manager performing
services for the Trust or any Fund pursuant to this Agreement and the partners,
shareholders, directors, officers and employees of the Manager and such
affiliates.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Manager who may also be a Trustee,
officer, or employee of the Trust or any Fund, to engage in any other business
or to devote his time and attention in part to the management or other aspects
of any other business, whether of a similar nature or a dissimilar nature, nor
to limit or restrict the right of the Manager to engage in any other business
or to render services of any kind, including investment advisory and management
services, to any other fund, firm, individual or association. If the purchase
or sale of securities or other investments consistent with the investment
policies of any Fund or one or more other accounts of the Manager is considered
at or about the same time, transactions in such securities or other investments
will be allocated among the accounts in a manner deemed equitable by the
Manager. Such transactions may be combined, in accordance with applicable laws
and regulations, and consistent with the Manager's policies and procedures as
presented to the Board from time to time.
10. For the purposes of this Agreement, a Fund's "net assets" equal the
value of the Fund's securities plus any other assets minus its accrued
operating expenses and other liabilities, and the terms "assignment,"
"interested person," and "majority of the outstanding voting securities" shall
have the meanings given to them by Section 2(a) of the 1940 Act, and references
to the "1940 Act" shall include any rule, regulation or applicable exemptive
order of the Securities and Exchange Commission (the "Commission") thereunder
and interpretive guidance with respect to the 1940 Act by the Commission or its
staff.
11. This Agreement will become effective with respect to each Fund on the
date first above written or such later date set forth opposite the Fund's name
on Appendix A annexed hereto, provided that it shall have been approved by the
Trust's Board and by the shareholders of the Fund in accordance with the
requirements of the 1940 Act and, unless sooner terminated as provided herein,
will continue in effect for each Fund designated on Appendix A on the date
hereof until December 31, 2009, and for each Fund added to Appendix A
hereafter, until the date specified in Appendix A. Thereafter, if not
terminated, this Agreement shall continue in effect with respect to each Fund,
so long as such continuance is specifically approved at least annually (i) by
the Board or (ii) by a vote of a majority of the outstanding voting securities
of the Fund, provided that in either event the continuance is also approved by
a majority of the Trustees who are not interested persons of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
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12. This Agreement is terminable with respect to any Fund without penalty by
the Board or by vote of a majority of the outstanding voting securities of the
Fund, in each case on not more than 60 days' nor less than 30 days' written
notice to the Manager, or by the Manager upon not less than 60 days' written
notice to the Trust, and will be terminated upon the mutual written consent of
the Manager and the Trust. This Agreement shall terminate automatically in the
event of its assignment. This Agreement may be terminated with respect to one
or more Funds without affecting the validity of this Agreement with respect to
any other Fund designated on Appendix A.
13. The Manager agrees that for services rendered to each Fund, or for any
claim by it in connection with services rendered to the Fund, it shall look
only to assets of the Fund for satisfaction and that it shall have no claim
against the assets of any other portfolios of the Trust. The undersigned
officer of the Trust has executed this Agreement not individually, but as an
officer under the Trust's Declaration of Trust and the obligations of this
Agreement are not binding upon any of the Trustees, officers or shareholders of
the Trust individually.
14. The Trust agrees that in the event that none of the Manager or any of
its affiliates acts as an investment adviser to a Fund, the name of the Fund
will be changed to one that does not contain the name "Pioneer" or otherwise
suggest an affiliation with the Manager.
15. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no material amendment of the Agreement with respect to any Fund
shall be effective until approved, if so required by the 1940 Act, by vote of
the holders of a majority of that Fund's outstanding voting securities.
16. This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. Should any part of this Agreement be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding on and shall inure to the benefit of the parties hereto and their
respective successors.
17. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
18. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
19. This Agreement amends and restates in its entirety the prior management
agreement in effect for the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
PIONEER SERIES TRUST XII (FORMERLY,
PIONEER INDEPENDENCE FUND)
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Trustee and Executive
Vice President
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Financial Officer
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Appendix A
Dated as of July 1, 2008, as Amended Effective January 1, 2011 and as Further
Amended Effective June 7, 2013
Fee
(calculated as a
percent per annum of
the Fund's average
Fund Effective Date/Initial Term Date daily net assets)
---- ------------------------------------------------- ---------------------------------------------------
Pioneer Disciplined Effective Date: July 1 2008 Fee as of July 1, 2008:
Growth Fund (formerly,
Pioneer Independence Initial Term: July 1, 2008 - December 31, 2009 0.65% of the Fund's average daily net assets
Fund)
Effective Date of Amendment to Reflect Reduction Fee as of January 1, 2011:
in Management Fee: January 1, 2011
0.65% of the Fund's average daily net assets up to
$1 Billion and 0.60% of the Fund's average daily
net assets over $1 Billion
Effective Date of Amendment to Reflect Reduction Fee as of June 7, 2013:
in Management Fee: June 7, 2013
0.65% of the Fund's average daily net assets up to
$1 Billion; 0.60% of the Fund's average daily net
assets on the next $4 Billion; and 0.55% of the
Fund's average daily net assets over $5 Billion
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