MANAGEMENT CONTRACT
THIS AGREEMENT dated as of this 24th day of October, 2000 between
Pioneer II, a Delaware 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 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 objectives 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 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 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 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), 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.
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. The Trust shall pay to the Manager, as compensation for the
Manager's services and expenses assumed hereunder, a fee as set forth below.
(a) The fee payable hereunder shall be composed of the Basic Fee
(defined below) and a Performance Adjustment (defined below) to the Basic
Fee based upon
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the investment performance of the Trust in relation to the investment
record of a securities index determined by the Trustees of the Trust to be
appropriate over the same period. The Trustees have initially designated the
Lipper Growth & Income Funds Index (the "Index") for this purpose.
(b) From time to time, the Trustees may by a vote of the
Trustees of the Trust voting in person, including a majority of its
Trustees who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of any such parties, determine 1) that another
securities index is a more appropriate benchmark than the Index for purposes of
evaluating the performance of the Trust; and/or 2) that a class of shares of the
Trust other than Class A is most appropriate for use in calculating the
Performance Adjustment. After ten days' written notice to the Manager, a
successor index (the "Successor Index") may be substituted for the Index in
prospectively calculating the Performance Adjustment, and/or a different class
of shares may be substituted in calculating the Performance Adjustment. However,
the calculation of that portion of the Performance Adjustment attributable to
any portion of the performance period (the "Performance Period") prior to the
adoption of the Successor Index will still be based upon the Trust's performance
compared to the Index. The use of a different class of shares for purposes of
calculating the Performance Adjustment shall apply to the entire performance
period so long as such class was outstanding at the beginning of such period. In
the event that such class of shares was not outstanding for all or a portion of
the Performance Period, it may only be used in calculating that portion of the
Performance Adjustment attributable to the period during which such class was
outstanding and any prior portion of the Performance Period shall be calculated
using Class A shares.
(c) The Basic Fee is payable at an annual rate of 0.60% of the
Trust's average daily net assets.
(d) The Performance Adjustment consists of an adjustment to the
monthly Basic Fee to be made by applying a performance adjustment rate to
the average net assets of the Trust over the performance period. The resulting
dollar figure will be added to or subtracted from the Basic Fee depending on
whether the Trust experienced better or worse performance than the Index.
The Performance Adjustment rate is 0.01% per annum for each percentage
point rounded to the nearer point (the higher point if exactly one-half point)
that the Trust's investment performance for the period was better or worse than
the record of the Index as then constituted. The maximum performance adjustment
is 0.10% per annum. In addition, as the Trust's average daily net assets over
the performance period may differ substantially from the Trust's average daily
net assets during the current year, the performance adjustment may be further
adjusted to the extent necessary to insure that the total adjustment to the
Basic Fee on an annualized basis does not exceed 0.10%.
The performance period shall consist of the current month plus the
preceding 35 months.
The Trust's investment performance will be measured by comparing the
(i) opening net asset value of one Class A share of the Trust on the first
business day of the performance period with (ii) the closing net asset value of
one Class A share of the Trust as of the last business day
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of such period. In computing the investment performance of the Trust and
the investment record of the Index, distributions of realized capital gains, the
value of capital gains taxes per share paid or payable on undistributed realized
long-term capital gains accumulated to the end of such period and dividends paid
out of investment income on the part of the Trust, and all cash distributions of
the companies whose stock comprise the Index, will be treated as reinvested in
accordance with Rule 205-1 or any other applicable rule under the Investment
Advisers Act of 1940, as the same from time to time may be amended.
The computation of the performance adjustment will not be cumulative. A
positive fee adjustment will apply even though the performance of the Trust over
some period of time shorter than the performance period has been behind that of
the Index, and, conversely, a negative fee adjustment will apply for the month
even though the performance of the Trust over some period of time shorter than
the performance period has been ahead of that of the Index.
(e) An appropriate percentage (based on the number of days in
the current month) of the annual Performance Adjustment rate shall be
multiplied by the average of the net assets of the Trust (computed in the manner
set forth in the Declaration of Trust of the Trust adjusted as provided above,
if applicable) determined as of the close of business on each business day
throughout the performance period. The resulting dollar amount is added to or
deducted from the Basic Fee.
9. The management fee payable hereunder shall be computed daily and
paid monthly in arrears. In the event of termination of this Agreement, the
Basic Fee then in effect 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. The amount of any
Performance Adjustment to the Basic Fee will be computed on the basis of and
applied to net assets averaged over the 36 month period ending on the last
business day on which this Agreement is in effect.
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
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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 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. 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.
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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.
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.
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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.
ATTEST: PIONEER II
/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
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