MANAGEMENT CONTRACT
THIS AGREEMENT dated this 1st day of November, 1993 between Pioneer
Growth Trust, a Massachusetts business trust (the "Trust"), on behalf of Pioneer
Capital Growth Fund, an investment portfolio of the Trust (the "Portfolio"), and
Pioneering Management Corporation, a Delaware corporation (the "Manager").
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, management investment
company under the investment Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange Commission (the "Commission") a
registration statement (the "Registration Statement") for the purpose of
registering its shares for public offering under the Securities Act of 1933, as
amended,
WHEREAS, the Trust currently issues three separate series of shares
each representing interests in one portfolio,
WHEREAS, the parties hereto deem it mutually advantageous that the
Manager should be engaged, subject to the supervision of the Trust's Board of
Trustees and officers, to manage the Portfolio,
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Manager do hereby agree as follows:
1. (a) The Manager will regularly provide investment research, advice
and supervision and will furnish continuously an investment program for the
Portfolio consistent with the investment objectives and policies of the
Portfolio. The Manager will determine from time to time what securities shall be
purchased for the Portfolio, what securities shall be held or sold for the
Portfolio's account and what portion of the Portfolio's assets shall be held
uninvested as cash, subject always to the provisions of the Trust's Declaration
of Trust, By-Laws and its registrations statements under the 1940 Act and under
the Securities Act of 1933 covering the Trust's shares, as filed with the
Securities and Exchange Commission, and to the investment objectives, policies
and restrictions of the Portfolio, as each of the same shall be from time to
time in effect, and subject, further, to such policies and instructions as the
Board of Trustees of the Trust may from time to time establish. To carry out
such determinations, the Manager will exercise full discretion and act with
respect to the Portfolio in the same manner and with the same force and effect
as the Trust itself might or could do with respect to purchases, sales of other
transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Manager will, to the extent reasonably required in the
conduct of the business of the Portfolio and upon the Trust's request, furnish
research, statistical and advisory reports upon the Trust's request, furnish
research, statistical and advisory reports upon the industries, businesses,
corporations or securities as to which such requests shall be made, whether or
not the Portfolio shall at the time have any investment in such industries,
businesses, corporations or securities. The Manager will use its best efforts in
the preparation of such reports and will endeavor to consult the persons and
sources believed by it to have information available with respect to such
industries, businesses, corporations or entities.
(c) The Manager will maintain all books and records with respect to
the Portfolio's securities transactions required by sub-paragraphs (b)(5), (6),
(9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than
those records being maintained by the custodian or transfer agent appointed by
the Trust with respect to the Portfolio) and preserve such records for the
periods prescribed therefore by Rule 31a-2 of the 1940 Act. The Manager will
also provide to the Board of Trustees such periodic and special reports as the
Board may reasonably request.
2. The Manager recognizes that the Trust has created, and may from time
to time create, additional portfolios of the Trust, that this agreement relates
only to the management of the assets of the Portfolio, and that the management
of the assets of any additional portfolio of the Trust are subject, or will be
subject, to one or more separate investment management agreements.
3. (a) Except as otherwise provided herein, the Manager, at its own
expense, shall furnish to the Trust office space in the offices of the Manager
or in such other place as may be agreed upon from time to time, and all
necessary office facilities, equipment and personnel for managing the affairs
and investments with respect to the Portfolio, and shall arrange, if desired by
the Trust, for members of the Manager's organization to serve as officers or
agents of the Trust.
(b) The Manager shall pay directly or reimburse the Trust for: (i)
the compensation (if any) of the Trustees who are affiliated with, or interested
persons of, the Manager and all
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officers of the Trust as such; and (ii) all expenses not hereinafter
specifically assumed by the Trust or the Portfolio where such expenses are
incurred by the Manager or by the trust or the Portfolio in connection with the
management of the affairs of, and the investment and reinvestment of the assets
of, the Portfolio.
(c) The Trust shall assume and shall pay with respect to the
Portfolio (i) charges and expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent such services are
performed by personnel of the Manager 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 trust with respect to the Portfolio; (iv) issue and transfer taxes,
chargeable to the trust in connection with securities transactions to which the
Trust 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
Trust to federal, state or other governmental agencies; (vi) fees payable by the
Trust to federal, state or other governmental agencies; (vi) fees and expenses
involved in registering and maintaining registrations of the Trust and/or its
shares with the Commission, state or blue sky securities agencies and foreign
countries, including the preparation for Prospectuses and Statements of
Additional Information for filing with the Commission; (vii) all expenses of
shareholders' and Trustees' 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 Trust
and to the Trustee; (ix) distribution fees paid by the Trust in accordance with
Rule 12b-1 promulgated by the Commission pursuant to the 1940 Act; (x)
compensation of those Trustees of the Trust who are not affiliated with or
interested persons of the Manager, the Trust (other than as Trustees), The
Pioneer Group, Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of
preparing and printing share certificates; and (xii) interest on borrowed money,
if any.
(d) In addition to the expenses described in Section 3(c) above,
the Trust shall pay all brokers' and underwriting commissions chargeable to the
Trust with respect to the Portfolio in connection with securities transactions
to which the Trust is a party.
4. (a) The Trust shall pay to the Manager, as compensation for the
Manager's services hereunder, a fee at the rate of 0.65% of the next $200
million of such assets, 0.50% of the next $500 million of such assets and 0.45%
of such assets in excess of $1
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billion. The management fee payable hereunder shall be computed daily and paid
monthly in arrears. 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.
(b) If the operating expenses of the Portfolio in any year exceed
the limits set by state securities laws or regulations in states in which shares
of the Portfolio are sold, the amount payable to the Manager shall make other
arrangements concerning expenses but, in each instance, only as and to the
extent required by such laws or regulation. If amounts have already been
advanced to the Manger under this Agreement, the Manager will return such
amounts to the Trust to the extent required by the preceding sentence.
(c) In addition to the foregoing, the Manager may from time to time
agree not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or a portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the Manager. Any such fee
reduction or undertaking may be discontinued or modified by the Manager at any
time.
5. The Manager will not be liable for any error of judgment or mistake
of law or for any loss sustained by reason of the adoption of any investment
policy or the purchase, sale, or retention of any security on the recommendation
of the Manager, whether or not such recommendation shall have been based upon
its own investigation and research or upon investigation and research made by
any other individual, firm or corporation, but nothing contained herein will be
construed to protect the Manager against any liability to the Trust or Portfolio
or its shareholders 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 under this Agreement.
6. (a) Nothing in this Agreement will in any way limit or restrict the
Manager or any of its officers, directors, or employees from buying, selling or
trading in any securities for its or their own accounts or other accounts. The
Manager may act as an investment advisor to any other person, firm or
corporation, and may perform management and any other services for any other
person, association, corporation, firm or other entity pursuant to any contract
or otherwise, and take any action or do any thing in connection therewith or
related thereto; and no such performance of management or other services or
taking of any such action or
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doing of any such thing shall be in any manner restricted or otherwise affected
by any aspect of any relationship of the Manager to or with the Trust or deemed
to violate or give rise to any duty or obligation of the Manager to the Trust
except as otherwise imposed by law. The Trust recognizes that Manager, in
effecting transactions for its various accounts, may not always be able to take
or liquidate investment positions in the same security at the same time and at
the same price.
(b) In connection with purchases or sales of portfolio securities
for the account of the Portfolio, neither the Manager 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. The Manager shall arrange for the placing
of all orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such orders, the Manager
is directed at all times to seek for the Portfolio the most favorable execution
and net price available except as described herein. It is also understood that
it is desirable for the Portfolio that the Manager 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 Portfolio
than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, the Manager
is authorized to place orders for the purchase and sale of securities for the
Portfolio's account with such brokers, subject to review by the Trust's Trustees
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
Manager in connection with its or its affiliates services to other clients. In
addition, subject to the Manager's obligation to seek the most favorable
execution and net price available, the Manager may consider the sale of
Portfolio shares in selecting brokers and dealers.
(c) On occasions when the Manager deems the purchase or sale of a
security to be in the interest of the Portfolio as well as other clients, the
Manager, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be sold or purchased in order to obtain the best
execution and lower brokerage commissions, if any. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Manager in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Portfolio
and to such clients.
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7. This Agreement shall become effective on the date hereof and shall
remain in force until May 31, 1995 and from year to year thereafter, but only so
long as its continuance is approved annually by a vote of the Trustees of the
Trust voting in person, including a majority of its Trustees who are not parties
to this Agreement or interested persons (as the term "interested persons" is
defined in the 0000 Xxx) of any such parties, at a meeting of Trustees called
for the purpose of voting on such approval or by a vote of a "majority of the
outstanding voting securities" (as defined in the 0000 Xxx) of the Portfolio,
subject to the right of the Trust and the Manager to terminate this contract as
provided in Section 8 hereof.
8. Either party hereto may, without penalty, terminate this Agreement
by vote of its Board of Directors or its Board of Trustees, as the case may be,
or by vote of a "majority of its outstanding voting securities" (as defined in
the 1940 act) of the Portfolio and the giving of 60 days' written notice to the
other party.
9. This Agreement shall automatically terminate in the event of its
assignment. For purposes of this Agreement, the term "assignment" shall have the
meaning given it by Section 2(a)(4) of the 1940 Act.
10. The Manager is an independent contractor and not an employee of the
Trust or Portfolio for any purpose. If any occasion should arise in which the
Manager gives any advice to its clients concerning the shares of the Portfolio,
the Manager will act solely as investment counsel for such clients and not in
any way on behalf of the Trust or Portfolio.
11. This Agreement states the entire agreement of the parties hereto,
and is intended to be the complete and exclusive statement of the terms hereof.
It 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.
12. This Agreement and all performance hereunder shall be governed by
the laws of The Commonwealth of Massachusetts, which apply to contracts made and
to be performed in The Commonwealth of Massachusetts.
13. 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
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the remaining terms or provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any other
jurisdiction.
14. The parties to this Agreement acknowledge and agree that all
liabilities arising hereunder, whether direct or indirect, and of any and every
nature whatsoever shall be satisfied solely out of the assets of the portfolio
affected thereby and that no Trustee, officer or holder of shares of beneficial
interest of the Trust shall be personally liable for any of the foregoing
liabilities. The Trust's Declaration of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of The Commonwealth of
Massachusetts. Such Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
15. 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 Agreement to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
ATTEST: PIONEER GROWTH TRUST
By:
Secretary President
ATTEST: PIONEERING MANAGEMENT CORPORATION
By:
Secretary President
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