FORM OF
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made
this __ day of ____________, 2008, by and between Pioneer Fundamental Growth
Fund (the "Trust"), a StateDelaware statutory trust, and Pioneer Investment
Management, Inc., a placeStateDelaware 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 [management
agreements].
[signature page to follow]
- 7 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
PIONEER FUNDAMENTAL GROWTH FUND
By: __________________________
Name:
Title:
PIONEER INVESTMENT MANAGEMENT, INC.
By: __________________________
Name:
Title:
Appendix A
Fund Effective Date Fee
---- -------------- ---
Pioneer Fundamental Growth Fund 0.75%
