MANAGEMENT CONTRACT
THIS AGREEMENT dated this 30th day of April, 1994 between Pioneer Europe
Fund, a Massachusetts business trust (the "Fund"), and Pioneering Management
Corporation, a Delaware corporation (the "Manager").
WITNESSETH
WHEREAS, the Fund 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 Fund 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 Fund's Board of Trustees
and officers, to manage the Fund.
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Fund 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 Fund's Declaration
of Trust, By-Laws and its registration statements under the 1940 Act and under
the Securities Act of 1933 covering the Fund'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 fund 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 Fund 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.
(b) The Manager will, to the extent reasonably required in the conduct of
the business of the Portfolio and upon the Fund'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 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
Fund with respect to the Portfolio) and preserve such records for the periods
prescribed therefor 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 Fund 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 portfolio of the Fund 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 fund
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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 Fund, for members of the
Manager's organization to serve as officers or agents of the Fund.
(b) The Manager shall pay directly or reimburse the fund for: (i) the
compensation (if any) of the Trustees who are affiliated with, or interested
persons of, the Manager and all officers of the Fund as such; and (ii) all
expenses not hereinafter specifically assumed by the Fund or the Portfolio where
such expenses are incurred by the Manager or by the Fund 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 Fund 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 Fund with respect to the Portfolio; (iv) issue
and transfer taxes, chargeable to the Fund in connection with securities
transactions to which the Fund 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 fund to federal, state or other governmental
agencies; (vi) fees and expenses involved in registering and maintaining
registrations of the Fund and/or its shares with the commission, state or blue
sky securities agencies and foreign countries, including the preparation of
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 Fund and to the Trustees; (ix) distribution
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fees paid by the Fund in accordance with Rule 12b-1 promulgated by the
commission pursuant to the 1940 Act; (x) compensation of those Trustees of the
fund who are not affiliated with or interested persons of the Manager, the Fund
(other than as Trustees), The Pioneer Group, Inc. or Pioneer Funds Distributors,
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 Fund
shall pay all brokers' and underwriting commissions chargeable to the Fund in
connection with securities transactions to which the Fund is a party.
4. (a) The Fund shall pay to the Manager, as compensation for the Manager's
services hereunder, a fee at the rate of 1.00% per annum of the Portfolio's
average daily net assets up to $300 million, 0.85% of the next $200 million and
0.75% of the excess over $500 million. 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 under subjection (a)
above will be reduced (but not below $0), and 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 Manager under this Agreement, the Manager will return such
amounts to the Fund 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
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or a portion thereof would otherwise accrue) and/or undertake to pay or
reimburse the Fund 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 Fund 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 anything 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 Fund or deemed to violate or give rise to any duty or
obligation of the manager to the Fund except as otherwise imposed by law. The
Fund 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.
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(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 fund'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 best 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
Fund 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 Fund 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
0000 Xxx) 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
fund or Portfolio for any purpose. If any occasion should arise in which the
Manager gives any advice to its clients concerning the hares of the Portfolio,
the Manager will act solely as investment counsel for such clients and not in
any way on behalf of the fund 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
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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 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 fund shall be personally liable for any of the foregoing
liabilities. The Fund'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 EUROPE FUND
/s/Xxxxxx X. Xxxxx /s/Xxxx X. Xxxxx
Xxxxxx X. Xxxxx Xxxx X. Xxxxx
Secretary President
ATTEST: PIONEER MANAGEMENT CORPORATION
/s/Xxxxxx X. Xxxxx /s/Xxxxx X.Xxxxxxx
Xxxxxx X. Xxxxx Xxxxx X.Xxxxxxx
Secretary President
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