MANAGEMENT CONTRACT
THIS AGREEMENT dated as of this 4th day of August, 2004 between Pioneer
Ibbotson Asset Allocation Series, a Delaware statutory trust (the "Trust"), on
behalf of each of the Funds listed on Appendix A attached hereto (each a
"Fund"), 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 Funds.
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 each Fund with investment research,
advice and supervision and will furnish continuously an investment program for
the Fund, consistent with the investment objective and policies of the Fund. The
Manager will determine from time to time what securities shall be purchased for
each 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 Funds' shares, as filed with the Commission, and to the
investment objective, policies and restrictions of each 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 each Funds 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 Funds and upon the Trust's request, furnish to the Funds
research, statistical and advisory reports upon the industries, businesses,
corporations or securities as to which such requests shall be made, whether or
not the Funds 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. Unless maintained by the Trust's administrator, the Manager will
maintain all books and records with respect to the Funds' 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 Funds' 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 Funds.
6. The Trust, on behalf of each 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 administrator, 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" (as defined in the 0000 Xxx) 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 (xiii) 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 each Fund, shall pay all brokers' and underwriting commissions
chargeable to the Trust in connection with securities transactions to which a
Fund is a party.
-2-
8. Each Fund shall pay to the Manager, as compensation for the Manager's
services and expenses assumed hereunder, a fee at the annual rate, as set forth
on Appendix A hereto, 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 the 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 each
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"
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 Funds or the Funds' 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 foregoing shall not in any way limit the Manager's other
responsibilities under this Agreement, including, the supervision of the
Subadviser's compliance with each 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 the Funds or the
Funds' 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
-3-
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
each Fund, 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 each 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 each 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.
15. On occasions when the Manager deems the purchase or sale of a security
to be in the best interest of a 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
a Fund or the Manager, as the case may be, and the giving of sixty (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 a 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.
-4-
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 a Fund, the Manager will act
solely as investment counsel for such clients and not in any way on behalf of
the Fund.
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 (2) or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
-5-
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 IBBOTSON ASSET ALLOCATION SERIES
By: /s/ Xxxxxxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxx
------------------------------- -----------------------------
Name: Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxx
------------------------------ -----------------------------
Title: Title:
----------------------------- -----------------------------
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------- -----------------------------
Name: Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxx
------------------------------ -----------------------------
Title: Title:
----------------------------- -----------------------------
-6-
Appendix A
----------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Moderate 0.13% on investments in underlying funds managed by Pioneer and
Allocation Fund 0.17% on other investments
----------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Growth Allocation 0.13% on investments in underlying funds managed by Pioneer and
Fund 0.17% on other investments
----------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Aggressive 0.13% on investments in underlying funds managed by Pioneer and
Allocation Fund 0.17% on other investments
----------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Conservative 0.13% on investments in underlying funds managed by Pioneer and
Allocation Fund 0.17% on other investments
----------------------------------------------------------------------------------------------------------
For purposes of calculating Pioneer's fee, the asset allocation between
underlying funds managed by Pioneer and other investments are determined monthly
based upon the average week end allocation of a fund's assets during such
calendar month and such allocation is applied in determining the fee in the
subsequent calendar month.
Amended as of this 12th day of May, 2005
PIONEER IBBOTSON ASSET ALLOCATION SERIES
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President, Secretary
and General Counsel
-7-
