UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this day of November __, 1999 by and
between Pioneer Tax-Managed Fund, a Delaware business trust ("Trust"), and
Pioneer Funds Distributor, Inc., a Massachusetts corporation (the
"Underwriter").
WITNESSETH
WHEREAS, the Trust is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and has filed a registration statement (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") for the purpose of registering shares of beneficial interest for
public offering under the Securities Act of 1933, as amended;
WHEREAS, the Underwriter engages in the purchase and sale of securities
both as a broker and a dealer and is registered as a broker-dealer with the
Commission and is a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD");
WHEREAS, the parties hereto deem it mutually advantageous that the
Underwriter should act as Principal Underwriter, as defined in the 1940 Act, for
the sale to the public of the shares of beneficial interest of the securities
portfolio of each series of the Trust which the Trustees may establish from time
to time (individually, a "Portfolio" and collectively, the "Portfolios"); and
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Underwriter do hereby agree as follows:
1. The Trust hereby grant to the Underwriter the right and option to purchase
shares of beneficial interest of each class of each Portfolio of the Trust (the
"Shares") for sale to investors either directly or indirectly through other
broker-dealers. The Underwriter is not required to purchase any specified number
of Shares, but will purchase from the Trust only a sufficient number of Shares
as may be necessary to fill unconditional orders received from time to time by
the Underwriter from investors and dealers.
2. The Underwriter shall offer Shares to the public at an offering price based
upon the net asset value of the Shares, to be calculated for each class of
shares as
described in the Registration Statement, including the Prospectus,
filed with the Commission and in effect at the time of the offering, plus sales
charges as approved by the Underwriter and the Trustees of the Trust and as
further outlined in Pioneer's Prospectus. The offering price shall be subject to
any provisions set forth in the Prospectus from time to time with respect
thereto, including, without limitation, rights of accumulation, letters of
intention, exchangeability of shares, reinstatement privileges, net asset value
purchases by certain persons and reinvestments of dividends and capital gain
distributions.
3. In the case of all Shares sold to investors through other broker-dealers, a
portion of applicable sales charges will be reallowed to such broker-dealers who
are members of the NASD or, in the case of certain sales by banks or certain
sales to foreign nationals, to brokers or dealers exempt from registration with
the Commission. The concession reallowed to broker-dealers shall be set forth in
a written sales agreement and shall be generally the same for broker-dealers
providing comparable levels of sales and service.
4. This Agreement shall terminate on any anniversary hereof if its terms and
renewal have not been approved by a majority vote of the Trustees of the Trust
voting in person, including a majority of its Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Underwriting Agreement (the "Qualified Trustees"), at a
meeting of Trustees called for the purpose of voting on such approval. This
Agreement may also be terminated at any time, without payment of any penalty, by
the Trust or 60 days' written notice to the Underwriter, or by the Underwriter
upon similar notice to Pioneer. This Agreement may also be terminated by a party
upon five (5) days' written notice to the other party in the event that the
Commission has issued an order or obtained an injunction or other court order
suspending effectiveness of the Registration Statement covering these Shares of
Pioneer. Finally, this Agreement may also be terminated by the Trust upon five
(5) days' written notice to the Underwriter provided either of the following
events has occurred: (i) the NASD has expelled the Underwriter or suspended its
membership in that organization; or (ii) the qualification, registration,
license or right of the Underwriter to sell Shares in a particular state has
been suspended or cancelled in a state in which sales of the Shares of the Trust
during the most recent 12 month period exceeded 10% of all Shares of the Trusts
old by the Underwriter during such period.
5. The compensation for the services of the Underwriter as a principal
underwriter under this Agreement shall be:
With respect to Class A shares (i) that part of the sales charge which
is retained by the Underwriter after allowance of discounts to dealers
as set forth, if required, in the Registration Statement, including the
Prospectus, filed with the Commission and in effect at the time of the
offering, as amended, and (ii)
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those amounts payable to the Underwriter as reimbursement of expenses
pursuant to any distribution plan for the Trust which may be in effect.
With respect to Class B shares (i) the Underwriter's Allocable Portion
(as defined in Section 9) of the Distribution Fee, if any, payable from
time to time to the Underwriter under the Pioneer's Class B
Distribution Plan and (ii) the contingent deferred sales charge payable
with respect to Class B shares of the Trust sold through the
Underwriter as set forth in the Registration Statement, including the
Prospectus, filed with the Commission and in effect at the time of the
sale of such Class B shares.
With respect to Class C shares (i) the Distribution Fee, if any,
payable from time to time to the Underwriter under the Pioneer's Class
C Distribution Plan and (ii) the contingent deferred sales charge
payable with respect to Class C shares of the Trust sold through the
Underwriter as set forth in the Registration Statement, including the
Prospectus, filed with the Commission and in effect at the time of the
sale so such Class C shares.
With respect to Class Y shares, the Underwriter shall not be entitled
to any compensation.
With respect to any future class of shares, the Underwriter shall be
entitled to such consideration as the Trust and the Underwriter shall
agree at the time such class of shares is established.
Notwithstanding anything to the contrary herein, subsequent to the issuance of a
Class B Share the Trust agrees not to take any action to waive or change any
contingent deferred sales charge (including, without limitation, by change in
the rules applicable to conversion of Class B Shares into another class) in
respect of such Class B Shares, except (i) as provided in the Trust's prospectus
or statement of additional information in effect on ___________________________,
1999, or (ii) as required by a change in the 1940 Act and the rules and
regulations thereunder, the Conduct Rules of the NASD or any order of any court
or governmental agency enacted, issued or promulgated after
___________________________, 1999. Neither the termination of the Underwriter's
role as principal underwriter of the Class B Shares nor the termination of this
Agreement nor the termination or modification of the Class B Distribution Plan
shall terminate the Underwriter's right to the contingent deferred sales charge
with respect to Class B Shares sold through said Underwriter or Class B Shares
issued through one or a series of exchanges of shares of another investment
company for which the Underwriter acts as principal underwriter, in each case
with respect to Class B Shares or their predecessors initially issued prior to
such termination or modification ("Pre-Amendment Class B Shares"). Except as
provided in the preceding sentences and notwithstanding any other provisions of
the Agreement or the Class B Distribution Plan, the Underwriter is entitled to
its Allocable Portion of the contingent deferred sales charge payable in respect
of the Pre-Amendment Class B Shares shall be absolute and
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unconditional and shall not be subject to dispute, offset, counterclaim or
any defense whatsoever, at law or equity, including, without limitation, any of
the foregoing based on the insolvency or bankruptcy of such Underwriter.
6. Notwithstanding anything to the contrary set forth in the Distribution Plan
or this Agreement, the Trust agrees to comply with respect to pre-amendment
shares (as such term is defined in the Distribution Plan) with the provision of
Sections 1(b), (d), (g) and (h) and Section 4 and Section 6 of the Trust's
Amended and Restated Class B Distribution Plan as though such provision were set
forth in this Agreement.
7. Nothing contained herein shall relieve the Trust of any obligation under its
management contract or any other contract with any affiliate of the Underwriter.
8. Notwithstanding anything to the contrary set forth in the Class B
Distribution Plan or this Agreement, the Trust acknowledges that the Underwriter
may assign, sell or pledge (collectively, "Transfer") its rights to Distribution
Fees and contingent deferred sales charges with respect to Class B shares. Upon
receipt of notice of such Transfer, the Trust shall pay to the assignee,
purchaser or pledgee (collectively with their subsequent transferees,
"Transferees"), as third party beneficiaries, such portion of the Distribution
Fees and contingent deferred sales charges payable to the Underwriter as
provided in written instructions (the "Allocation Instructions") from the
Underwriter to the Trust and shall pay the balance, if any, to the Underwriter.
In the absence of Allocation Instructions, the Trust shall have no obligations
to a Transferee.
9. Payments of the Distribution Fee and contingent deferred sales charges with
respect to Class B shares shall be allocated between the Underwriter (or its
Transferee) and such co- or successor principal underwriter (each an "Allocable
Portion"), as provided in the Allocation Procedures attached hereto.
10. The parties to this Agreement acknowledge and agree that all liabilities
arising hereunder, whether direct or indirect, of any nature whatsoever,
including without limitation, liabilities arising in connection with any
agreement of the Trust or its Trustees as set forth herein to indemnify any
party to this Agreement or any other person, if any, shall be satisfied out of
the assets of the Trust 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. Pioneer'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.
11. This Agreement shall automatically terminate in the event of its assignment
(as that term is defined in the 1940 Act).
12. In the event of any dispute between the parties, this Agreement shall be
construed according to the laws of The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument 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 TAX-MANAGED FUND
By:
Xxxxxx X. Xxxxx Xxxx X. Xxxxx, Xx.
Secretary President
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
By:
Xxxxxx X. Xxxxx
Clerk President
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