MANAGEMENT CONTRACT
THIS AGREEMENT dated as of this [____] day of [____], 2004 between Pioneer
Series Trust II, a Delaware statutory trust (the "Trust"), on behalf of Pioneer
Tax Free Money Market Fund (the "Fund"), 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, on behalf of the Fund, and the Manager do hereby agree
as follows:
1. The Manager will regularly provide the Fund with investment research,
advice and supervision and will furnish continuously an investment program for
the Fund, consistent with the investment objectives and policies of the Fund.
The Manager will determine from time to time what securities shall be purchased
for the Fund, what securities shall be held or sold by the Fund and what portion
of the Fund'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 objectives, policies and restrictions of the Fund, 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 Fund 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.
2. The Manager will, to the extent reasonably required in the conduct of
the business of the Fund and upon the Trust's request, furnish to the Fund
research, statistical and advisory reports upon the industries, businesses,
corporations or securities as to which such requests shall be made, whether or
not the Fund 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
Fund'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 Fund'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 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 Fund.
6. The Trust, on behalf of 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, registrar or any other agent 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 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), Pioneer Investment
Management USA Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of
preparing and printing share certificates; (xii) interest on borrowed money, if
any; and (xii) any other expense that the Trust, the Manager or any other agent
of the Trust may incur (A) as a result of a change in the law or regulations,
(B) as a result of a mandate from the Board of Trustees with associated costs of
a character generally assumed by similarly structured investment companies or
(C) that is similar to the expenses listed above, and that is approved by the
Board of Trustees (including a majority of the Independent Trustees) as being an
appropriate expense of the Trust.
7. In addition to the expenses described in Section 6 above, the Trust,
on behalf of the Fund, shall pay all brokers' and underwriting commissions
chargeable to the Trust in connection with securities transactions to which the
Fund is a party.
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8. The Fund shall pay to the Manager, as compensation for the Manager's
services and expenses assumed hereunder, a fee at the annual rate of [____]% of
the Fund'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
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.
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 Fund 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 Fund or the Fund'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; provided, however, that the
forgoing shall not in any way limit the Manager's other responsibilities under
this Agreement, including, the supervision of the Subadviser's compliance with
the Fund's investment policies and restrictions.
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
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,
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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 Fund'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
Fund the most favorable execution and net price available except as described
herein. It is also understood that it is desirable for the Fund 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 Fund 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 Fund 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 Trust's shares in selecting brokers and dealers.
15. On occasions when the Manager deems the purchase or sale of a security
to be in the best interest of the Fund 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 Fund and to such clients.
16. This Agreement shall become effective on the date hereof and shall
remain in force until December 31, 2005 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.
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 Fund or the Manager, as the case may be, and the giving of 60 days' written
notice to the other party.
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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 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.
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 and their seal to be hereto affixed
as of the day and year first above written.
PIONEER SERIES TRUST II
ON BEHALF OF
Pioneer Tax Free Money Market Fund
ATTEST:
By: __________________________ By: __________________________
Name: Name:
Title: Title:
PIONEER INVESTMENT
ATTEST: MANAGEMENT, INC.
By: __________________________ By: __________________________
Name: Name:
Title: Title:
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