FORM OF
MANAGEMENT CONTRACT
THIS AGREEMENT dated as of this 24th day of October, 2000 (as amended,
effective December 8, 2007, to reduce the management fee payable pursuant to
Section 8) between Pioneer Independence Fund, a Delaware business trust (the
"Trust"), and Pioneer Investment Management, Inc., a Delaware corporation (the
"Manager").
WITNESSETH
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 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 Trust.
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 Trust with investment research,
advice and supervision and will furnish continuously an investment program for
the Trust, consistent with the investment objective and policies of the Trust.
The Manager will determine from time to time what securities shall be purchased
for the Trust, what securities shall be held or sold by the Trust and what
portion of the Trust's assets shall be held uninvested as cash, subject always
to the provisions of the Trust's Certificate of Trust, Agreement and 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 objective, 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 for the Trust 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 Trust and upon the Trust's request, furnish to the Trust
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
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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) 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. 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 Trust's affairs and
investments, and shall arrange, if desired by the Trust, for members of the
Manager's organization to serve as officers or agents of the Trust.
5. 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 where such expenses are incurred by the Manager or by the Trust in
connection with the management of the affairs of, and the investment and
reinvestment of the assets of, the Trust.
6. 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; (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), or Pioneer Funds Distributor, Inc.; (xi) the cost of preparing and
printing share certificates; and (xii) interest on borrowed money, if any.
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7. In addition to the expenses described in Section 6 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.
8. For the periods prior to December 8, 2007, the Trust shall pay to the
Manager, as compensation for the Manager's services and expenses assumed
hereunder, a fee at the annual rate of 0.75% of the Trust's average daily net
assets.
Effective December 8, 2007, the Trust shall pay to the Manager, as
compensation for the Manager's services and expenses assumed hereunder, a fee at
the annual rate of 0.65% of the Trust's average daily net assets.
9. 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 8 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.
10. 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.
11. It is understood that the Manager may employ one or more sub-investment
advisers (each a "Subadviser") to provide investment advisory services to the
Trust 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 13
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 Trust 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 Trust and the
Manager will rely almost exclusively on the expertise of such Subadviser for the
selection and monitoring of specific investments.
12. 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 or its shareholders by
reason of willful misfeasance, bad faith or gross negligence in the performance
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of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
13. 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.
14. In connection with purchases or sales of securities for the account of
the Trust, 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 Trust'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
Trust the most favorable execution and net price available except as described
herein. It is also understood that it is desirable for the Trust 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 Trust 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 Trust 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.
15. On occasions when the Manager deems the purchase or sale of a security
to be in the best interest of the Trust 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 Trust and to such clients.
16. 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 17 hereof.
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17. 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 Trust or the Manager, as the case may be, and the giving of 60 days' written
notice to the other party.
18. 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.
19. 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.
20. The Manager is an independent contractor and not an employee of the
Trust 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.
21. 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.
22. This Agreement and all performance hereunder shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
23. 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.
24. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
ATTEST: PIONEER INDEPENDENCE FUND
Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxxx
Secretary Executive Vice President
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
Xxxxxxxx X. Xxxxxx Xxxx X. Xxxxxxx
Assistant Secretary Executive Vice President and Chief Operating
Officer
