AMENDED AND RESTATED
MANAGEMENT AGREEMENT
This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as
of this 1st day of July, 2008, by and between PIONEER VALUE 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 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 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" shall be
determined as provided in the Fund's then-current Prospectus and Statement of
Additional Information 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.
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 VALUE FUND
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Trustee and Executive Vice President
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Operating Officer
Appendix A
Fund Effective Date/Initial Term Date
Pioneer Value Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-December 31, 2009
Fee
The Fund shall pay to the Manager, as compensation for the Manager's
services and expenses assumed hereunder, a fee as set forth below. Management
fees payable hereunder shall be computed daily and paid monthly in arrears.
(a) The fee payable hereunder shall be composed of the Basic Fee (defined
below) and a Performance Adjustment (defined below) to the Basic Fee based
upon the investment performance of the Fund in relation to the investment
record of a securities index determined by the Trustees of the Trust to be
appropriate over the same period. The Trustees have designated the Xxxxxxx
1000 Value Index (the "Index") for this purpose.
(b) From time to time, the Trustees may 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 defined in the 0000 Xxx) of
any such parties, determine 1) that another securities index is a more
appropriate benchmark than the Index for purposes of evaluating the
performance of the Fund; and/or 2) that a Class of shares of the Fund other
than Class A is most appropriate for use in calculating the Performance
Adjustment. After ten days' written notice to the Manager, a successor
index (the "Successor Index") may be substituted for the Index in
prospectively calculating the Performance Adjustment; and/or a different
Class of shares may be substituted in calculating the Performance
Adjustment. However, the calculation of that portion of the Performance
Adjustment attributable to any portion of the performance period prior to
the adoption of the Successor Index will still be based upon the Fund's
performance compared to the Index. The use of a different Class of shares
for purposes of calculating the Performance Adjustment shall apply to the
entire performance period so long as such Class was outstanding at the
beginning of such period. In the event that such Class of shares was not
outstanding for all or a portion of the Performance Period, it may only be
used in calculating that portion of the Performance Adjustment attributable
to the period during which such Class was outstanding and any prior portion
of the Performance Period shall be calculated using Class A shares.
(c) The Basic Fee is equal to a fee at the annual rate of 0.60% per annum of
the Fund's average daily net assets up to $5 billion, 0.575% on the next $5
billion and 0.550% on the excess over $10 billion.
(d) The Performance Adjustment consists of an adjustment to the monthly Basic
Fee to be made by applying a Performance Adjustment rate to the average net
assets of the Fund over the Performance Period. The resulting dollar figure
will be added to or subtracted from the Basic Fee depending on whether the
Fund experienced better or worse performance than the Index.
The Performance Adjustment rate is 0.01% for each percentage point,
rounded to the nearer point (the higher point if exactly one-half point),
that the Fund's investment performance for the Performance Period was
better or worse than the performance of the Index as then constituted. The
maximum Performance Adjustment is 0.10%.
The Performance Period shall consist of a rolling 36-month period
consisting of the most recently completed month and the previous 35 months.
The Fund's investment performance will be measured by comparing the (i)
opening net asset value of one Class A share of the Fund on the first
business day of the performance period with (ii) the closing net asset
value of one Class A share of the Fund as of the last business day of such
period. In computing the investment performance of the Fund and the
investment record of the Index, distributions of realized capital gains,
the value of capital gains taxes per share paid or payable on undistributed
realized long-term capital gains accumulated to the end of such period and
dividends paid out of investment income on the part of the Fund, and all
cash distributions of the companies whose stock comprise the Index, will be
treated as reinvested in accordance with Rule 205-1 or any other applicable
rule under the Investment Advisers Act of 1940, as the same from time to
time may be amended.
The computation of the Performance Adjustment will not be cumulative. A
positive fee adjustment will apply even though the performance of the Fund
over some period of time shorter than the performance period has been
behind that of the Index, and, conversely, a negative fee adjustment will
apply for the month even though the performance of the Fund over some
period of time shorter than the performance period has been ahead of that
of the Index.
(e) An appropriate percentage (based on the number of days in the current
month) of the annual Performance Adjustment rate shall be multiplied by the
average of the net assets of the Fund (computed in the manner set forth in
the Declaration of Trust of the Trust adjusted as provided above, if
applicable) determined as of the close of business on each business day
through out the performance period. The resulting dollar amount is added to
or deducted from the Basic Fee.
(f) Notwithstanding the foregoing, the Manager will limit the maximum annual
fee payable hereunder for any fiscal year by limiting any positive
adjustment of the Basic Fee to 0.10% of the Fund's average daily net assets
for the current fiscal year.
(g) In the event of the termination of this Agreement, the Basic Fee then in
effect 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. The amount of any
Performance Adjustment to the Basic Fee will be computed on the basis of
and applied to net assets averaged over the 36-month period ending on the
last business day on which this Agreement is in effect.
