MANAGEMENT CONTRACT
THIS AGREEMENT dated as of this 24th day of October, 2000 between
Pioneer America Income Trust, a Massachusetts business trust (the "Trust"), and
Pioneer Investment Management, Inc., 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 for the purpose of registering its shares for public
offering under the Securities Act of 1933, as amended (the "1933 Act").
WHEREAS, the Trust currently issues one series of shares (the
"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. The Manager will regularly provide the Portfolio with 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 by the
Portfolio 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 registration statements under the 1940 Act and under the 1933
Act covering the Trust's shares, as filed with the Commission, and to the
investment objectives, policies and restrictions of the Trust, 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 or 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.
2. The Manager will, to the extent reasonably required in the conduct of the
business of the Portfolio and upon the Portfolio's request, furnish to the
Portfolio research, statistical and advisory reports upon the industries,
businesses, corporations or securities as to which such requests shall be made,
whether or not the Trust 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 securities.
3. The Manager will maintain all books and records with respect to the Trust's
securities transactions required by subparagraphs (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
therefor by Rule 31a-2 under the 1940 Act. The Manager will also provide to the
Board of Trustees such periodic and special reports as the Board may reasonably
request.
4. The Manager recognizes that the Trust may from time to time create additional
investment portfolios, that this agreement relates only to the management of the
assets of the Portfolio, and that the management of the assets of any additional
portfolios will be subject to one or more separate investment management
agreements.
5. 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.
6. 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" (as defined in the 0000 Xxx) of, the Manager and all 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.
7. The Trust shall assume and shall pay: (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 and expenses involved in registering and maintaining
registrations of the Trust and/or its shares with federal regulatory agencies,
state or blue sky securities agencies and foreign jurisdictions, including the
preparation of prospectuses and statements of additional information for filing
with such regulatory authorities; (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 the
Trustees; (ix) any 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.
8. In addition to the expenses described in Section 7 above, the Trust shall pay
all brokers' and underwriting commissions chargeable to the Trust in connection
with securities transactions to which the Trust is a party.
9. The Trust shall pay the Manager as compensation for the Manager's
services hereunder, a fee at the rate of 0.50% per annum of the Portfolio's
average daily net assets.
10. 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 Section 9 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.
11. 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.
12. It is understood that the Manager may employ one or more sub-investment
advisers (each a "Subadviser") to provide investment advisory services to the
Portfolio by entering into a written agreement with each such Subadviser;
provided, that any such agreement first shall be approved by the vote of a
majority of the Trustees, including a majority of the Trustees who are not
"interested persons" (as defined in the 0000 Xxx) of the Trust, the Manager or
any such Subadviser, and otherwise approved in accordance with the requirements
of the 1940 Act or an exemption therefrom. The authority given to the Manager in
Sections 1 through 14 hereof may be delegated by it under any such agreement;
provided, that any Subadviser shall be subject to the same restrictions and
limitations on investments and brokerage discretion as the Manager. The Trust
agrees that the Manager shall not be accountable to the Portfolio or the Trust's
shareholders for any loss or other liability relating to specific investments
directed by any Subadviser, even though the Manager retains the right to reverse
any such investment because, in the event a Subadviser is retained, the
Portfolio and the Manager will rely almost exclusively on the expertise of such
Subadviser for the selection and monitoring of specific investments.
13. 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, the 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.
14. 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 adviser 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 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 the
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.
15. In connection with purchases or sales of 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 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 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 the Portfolio's shares in selecting brokers and
dealers.
16. On occasions when the Manager deems the purchase or sale of a security to be
in the best interest of the Portfolio as well as other clients, the Manager may,
to the extent permitted by applicable laws and regulations, 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.
17. This Agreement shall become effective on the date hereof and shall remain in
force until December 31, 2001 and from year to year thereafter, but only so long
as its continuance is approved in accordance with the requirements of the 1940
Act or an exemption therefrom, subject to the right of the Trust and the Manager
to terminate this contract as provided in Section 18 hereof.
18. Either party hereto may, without penalty, terminate this Agreement by vote
of its Board of Trustees or Directors, as the case may be, or by vote of a
"majority of the outstanding voting securities" (as defined in the 0000 Xxx) of
the Portfolio or the Manager, as the case may be, and the giving of 60 days'
written notice to the other party.
19. 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.
20. The Trust agrees that in the event that neither the Manager nor any of its
affiliates acts as an investment adviser to the Trust, the name of the Trust
will be changed to one that does not contain the name "Pioneer" or otherwise
suggest an affiliation with the Manager.
21. 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 Trust, the Manager
will act solely as investment counsel for such clients and not in any way on
behalf of the Trust.
22. 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.
23. This Agreement and all performance hereunder shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
24. 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
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.
25. 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.
26. 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 AMERICA INCOME TRUST
/s/ Xxxxxx X. Xxxxx /s/ Xxxx X. Xxxxx, Xx.
Xxxxxx X. Xxxxx Xxxx X. Xxxxx, Xx.
Secretary Chairman and President
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
/s/ Xxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx Xxxxx X. Xxxxxxx
Secretary President
