Contract

MANAGEMENT CONTRACT THIS AGREEMENT, dated as of this 1st day of May, 2003 (as amended andrestated effective January 1, 2005 to reduce the fee payable pursuant to Section8), between Pioneer Fund, a Delaware business trust (the “Trust”), and PioneerInvestment 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 investmentcompany under the Investment Company Act of 1940, as amended (the “1940 Act”),and has filed with the Securities and Exchange Commission (the “Commission”) aregistration statement for the purpose of registering its shares for publicoffering under the Securities Act of 1933, as amended (the “1933 Act”). WHEREAS, the parties hereto deem it mutually advantageous that theManager should be engaged, subject to the supervision of the Trust’s Board ofTrustees and officers, to manage the Trust. NOW, THEREFORE, in consideration of the mutual covenants and benefitsset forth herein, the Trust and the Manager do hereby agree as follows:1. The Manager will regularly provide the Trust with investment research, adviceand supervision and will furnish continuously an investment program for theTrust, consistent with the investment objectives and policies of the Trust. TheManager will determine from time to time what securities shall be purchased forthe Trust, what securities shall be held or sold by the Trust and what portionof the Trust’s assets shall be held uninvested as cash, subject always to theprovisions of the Trust’s Certificate of Trust, Agreement and Declaration ofTrust, By-Laws and its registration statements under the 1940 Act and under the1933 Act covering the Trust’s shares, as filed with the Commission, and to theinvestment objective, policies and restrictions of the Trust, as each of thesame shall be from time to time in effect, and subject, further, to suchpolicies and instructions as the Board of Trustees of the Trust may from time totime establish. To carry out such determinations, the Manager will exercise fulldiscretion and act for the Trust in the same manner and with the same force andeffect as the Trust itself might or could do with respect to purchases, sales orother transactions, as well as with respect to all other things necessary orincidental to the furtherance or conduct of such purchases, sales or othertransactions.2. The Manager will, to the extent reasonably required in the conduct of thebusiness of the Trust and upon the Trust’s request, furnish to the Trustresearch, statistical and advisory reports upon the industries, businesses,corporations or securities as to which such requests shall be made, whether ornot the Trust shall at the time have any investment in such industries,businesses, corporations or securities. The Manager will use its best efforts inthe preparation of such reports and will endeavor to consult the persons andsources believed by it to have information available with respect to suchindustries, businesses, corporations or securities.3. The Manager will maintain all books and records with respect to the Trust’ssecurities transactions required by subparagraphs (b)(5), (6), (9) and (10) andparagraph (f) of Rule 31a-1 under the 1940 Act (other than those records beingmaintained by the custodian or transfer agent appointed by the Trust) andpreserve such records for the periods prescribed therefor by Rule 31a-2 underthe 1940 Act. The Manager will also provide to the Board of Trustees suchperiodic and special reports as the Board may reasonably request.4. Except as otherwise provided herein, the Manager, at its own expense, shallfurnish to the Trust office space in the offices of the Manager, or in suchother place as may be agreed upon from time to time, and all necessary officefacilities, equipment and personnel for managing the Trust’s affairs andinvestments, and shall arrange, if desired by the Trust, for members of theManager’s organization to serve as officers or agents of the Trust.5. The Manager shall pay directly or reimburse the Trust for: (i) thecompensation (if any) of the Trustees who are “affiliated persons” (as definedin the 1940 Act) of the Manager and all officers of the Trust as such; and (ii)all expenses not hereinafter specifically assumed by the Trust where suchexpenses are incurred by the Manager or by the Trust in connection with themanagement of the affairs of, and the investment and reinvestment of the assetsof, the Trust.6. The Trust shall assume and shall pay: (i) charges and expenses for fundaccounting, pricing and appraisal services and related overhead, including, tothe extent such services are performed by personnel of the Manager or itsaffiliates, office space and facilities, and personnel compensation, trainingand benefits; (ii) the charges and expenses of auditors; (iii) the charges andexpenses of any custodian, transfer agent, plan agent, dividend disbursingagent, registrar or any other agent appointed by the Trust; (iv) issue andtransfer taxes chargeable to the Trust in connection with securitiestransactions to which the Trust is a party; (v) insurance premiums, interestcharges, dues and fees for membership in trade associations and all taxes andcorporate fees payable by the Trust to federal, state or other governmentalagencies; (vi) fees and expenses involved in registering and maintainingregistrations of the Trust and/or its shares with federal regulatory agencies,state or blue sky securities agencies and foreign jurisdictions, including thepreparation of prospectuses and statements of additional information for filingwith such regulatory authorities; (vii) all expenses of shareholders’ andTrustees’ meetings and of preparing, printing and distributing prospectuses,notices, proxy statements and all reports to shareholders and to governmentalagencies; (viii) charges and expenses of legal counsel to the Trust and theTrustees; (ix) any fees paid by the Trust in accordance with Rule 12b-1promulgated by the Commission pursuant to the 1940 Act; (x) compensation ofthose Trustees of the Trust who are not affiliated with, or “interested persons”of, the Manager, the Trust (other than as Trustees), Pioneer InvestmentManagement USA Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost ofpreparing and printing share certificates; (xii) interest on borrowed money, ifany; and (xiii) any other expense that the Trust, the Manager or any other agentof 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 ofa character generally assumed by similarly structured investment companies or(C) that is similar to the expenses listed above, and that is approved by theBoard of Trustees (including a majority of the Independent Trustees) as being anappropriate expense of the Trust.7. In addition to the expenses described in Section 6 above, the Trust shall payall brokers’ and underwriting commissions chargeable to the Trust in connectionwith securities transactions to which the Trust is a party.8. The Trust shall pay to the Manager, as compensation for the Manager’sservices and expenses assumed hereunder, a fee as set forth below. Managementfees payable hereunder shall be computed daily and paid monthly in arrears.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 theinvestment performance of the Trust in relation to the investment record of asecurities index determined by the Trustees of the Trust to be appropriate overthe same period. The Trustees have designated the S&P 500 Index (the “Index”)for this purpose; provided, however, that for all periods prior to May 1, 2003,the securities index shall be the Lipper Growth and Income Fund Index.b) From time to time, the Trustees may by a vote of the Trustees of the Trustvoting in person, including a majority of its Trustees who are not parties tothis Agreement or “interested persons” (as defined in the 1940 Act) of any suchparties, determine 1) that another securities index is a more appropriatebenchmark than the Index for purposes of evaluating the performance of theTrust; and/or 2) that a Class of shares of the Trust other than Class A is mostappropriate for use in calculating the Performance Adjustment. After ten days’written notice to the Manager, a successor index (the “Successor Index”) may besubstituted for the Index in prospectively calculating the PerformanceAdjustment; and/or a different Class of shares may be substituted in calculatingthe Performance Adjustment. However, the calculation of that portion of thePerformance Adjustment attributable to any portion of the performance periodprior to the adoption of the Successor Index will still be based upon theTrust’s performance compared to the Index. The use of a different Class ofshares for purposes of calculating the Performance Adjustment shall apply to theentire performance period so long as such Class was outstanding at the beginningof such period. In the event that such Class of shares was not outstanding forall or a portion of the Performance Period, it may only be used in calculatingthat portion of the Performance Adjustment attributable to the period duringwhich such Class was outstanding and any prior portion of the Performance Periodshall be calculated using Class A shares.c) The Basic Fee is equal to a fee at the annual rate of 0.60% per annum of theTrust’s average daily net assets up to $7.5 billion, 0.575% of the next $2.5billion and 0.55% of the excess over $10 billion.d) The Performance Adjustment consists of an adjustment to the monthly Basic Feeto be made by applying a Performance Adjustment rate to the average net assetsof the Trust over the Performance Period. The resulting dollar figure will beadded to or subtracted from the Basic Fee depending on whether the Trustexperienced better or worse performance than the Index. The Performance Adjustment rate is 0.01% per annum for each percentagepoint 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 thanthe record of the Index as then constituted. The maximum Performance Adjustmentis 0.10% per annum. In addition, as the Trust’s average daily net assets overthe Performance Period may differ substantially from the Trust’s average dailynet assets during the current year, the Performance Adjustment may be furtheradjusted to the extent necessary to insure that the total adjustment to theBasic Fee on an annualized basis does not exceed 0.10%. The Performance Period shall consist of a rolling 36 month periodconsisting of the most recently completed month and the previous 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 firstbusiness day of the performance period with (ii) the closing net asset value ofone Class A share of the Trust as of the last business day of such period. Incomputing the investment performance of the Trust and the investment record ofthe Index, distributions of realized capital gains, the value of capital gainstaxes per share paid or payable on undistributed realized long-term capitalgains accumulated to the end of such period and dividends paid out of investmentincome on the part of the Trust, and all cash distributions of the companieswhose stock comprise the Index, will be treated as reinvested in accordance withRule 205-1 or any other applicable rule under the Investment Advisers Act of1940, as the same from time to time may be amended. The computation of the Performance Adjustment will not be cumulative. Apositive fee adjustment will apply even though the performance of the Trust oversome period of time shorter than the performance period has been behind that ofthe Index, and, conversely, a negative fee adjustment will apply for the montheven though the performance of the Trust over some period of time shorter thanthe 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 ofthe net assets of the Trust (computed in the manner set forth in the Declarationof Trust of the Trust adjusted as provided above, if applicable) determined asof the close of business on each business day through out the performanceperiod. 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 monthlyin arrears. In the event of the termination of this Agreement, the Basic Feethen in effect shall be computed on the basis of the period ending on the lastbusiness day on which this Agreement is in effect subject to a pro rataadjustment based on the number of days elapsed in the current month as apercentage of the total number of days in such month. The amount of anyPerformance Adjustment to the Basic Fee will be computed on the basis of andapplied to net assets averaged over the 36 month period ending on the lastbusiness day on which this Agreement is in effect.10. The Manager may from time to time agree not to impose all or a portion ofits fee otherwise payable hereunder (in advance of the time such fee or aportion thereof would otherwise accrue) and/or undertake to pay or reimburse theTrust for all or a portion of its expenses not otherwise required to be borne orreimbursed by the Manager. Any such fee reduction or undertaking may bediscontinued or modified by the Manager at any time.11. It is understood that the Manager may employ one or more sub-investmentadvisers (each a “Subadviser”) to provide investment advisory services to theTrust 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 theTrustees, including a majority of the Trustees who are not “interested persons”(as defined in the 1940 Act) of the Trust, the Manager or any such Subadviser,and otherwise approved in accordance with the requirements of the 1940 Act or anexemption therefrom. The authority given to the Manager in Sections 1 through 13hereof may be delegated by it under any such agreement; provided, that anySubadviser shall be subject to the same restrictions and limitations oninvestments and brokerage discretion as the Manager. The Trust agrees that theManager shall not be accountable to the Trust or the Trust’s shareholders forany loss or other liability relating to specific investments directed by anySubadviser, even though the Manager retains the right to reverse any suchinvestment because, in the event a Subadviser is retained, the Trust and theManager will rely almost exclusively on the expertise of such Subadviser for theselection and monitoring of specific investments.12. The Manager will not be liable for any error of judgment or mistake of lawor for any loss sustained by reason of the adoption of any investment policy orthe purchase, sale, or retention of any security on the recommendation of theManager, whether or not such recommendation shall have been based upon its owninvestigation and research or upon investigation and research made by any otherindividual, firm or corporation, but nothing contained herein will be construedto protect the Manager against any liability to the Trust or its shareholders byreason of willful misfeasance, bad faith or gross negligence in the performanceof its duties or by reason of its reckless disregard of its obligations andduties under this Agreement.13. Nothing in this Agreement will in any way limit or restrict the Manager orany of its officers, directors, or employees from buying, selling or trading inany securities for its or their own accounts or other accounts. The Manager mayact as an investment adviser to any other person, firm or corporation, and mayperform management and any other services for any other person, association,corporation, firm or other entity pursuant to any contract or otherwise, andtake any action or do any thing in connection therewith or related thereto; andno such performance of management or other services or taking of any such actionor doing of any such thing shall be in any manner restricted or otherwiseaffected by any aspect of any relationship of the Manager to or with the Trustor deemed to violate or give rise to any duty or obligation of the Manager tothe Trust except as otherwise imposed by law. The Trust recognizes that theManager, in effecting transactions for its various accounts, may not always beable to take or liquidate investment positions in the same security at the sametime and at the same price.14. In connection with purchases or sales of securities for the account of theTrust, neither the Manager nor any of its directors, officers or employees willact as a principal or agent or receive any commission except as permitted by the1940 Act. The Manager shall arrange for the placing of all orders for thepurchase and sale of securities for the Trust’s account with brokers or dealersselected by the Manager. In the selection of such brokers or dealers and theplacing of such orders, the Manager is directed at all times to seek for theTrust the most favorable execution and net price available except as describedherein. It is also understood that it is desirable for the Trust that theManager have access to supplemental investment and market research and securityand economic analyses provided by brokers who may execute brokerage transactionsat a higher cost to the Trust than may result when allocating brokerage to otherbrokers on the basis of seeking the most favorable price and efficientexecution. Therefore, the Manager is authorized to place orders for the purchaseand sale of securities for the Trust with such brokers, subject to review by theTrust’s Trustees from time to time with respect to the extent and continuationof this practice. It is understood that the services provided by such brokersmay be useful to the Manager in connection with its or its affiliates’ servicesto other clients. In addition, subject to the Manager’s obligation to seek themost favorable execution and net price available, the Manager may consider thesale 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 bein the best interest of the Trust as well as other clients, the Manager may, tothe extent permitted by applicable laws and regulations, aggregate thesecurities to be sold or purchased in order to obtain the best execution andlower brokerage commissions, if any. In such event, allocation of the securitiesso purchased or sold, as well as the expenses incurred in the transaction, willbe made by the Manager in the manner it considers to be the most equitable andconsistent with its fiduciary obligations to the Trust and to such clients.16. This Agreement shall become effective on the date hereof and shall remain inforce until December 31, 2004 and from year to year thereafter, but only so longas its continuance is approved in accordance with the requirements of the 1940Act or an exemption therefrom, subject to the right of the Trust and the Managerto terminate this contract as provided in Section 17 hereof.17. Either party hereto may, without penalty, terminate this Agreement by voteof 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 1940 Act) ofthe Trust or the Manager, as the case may be, and the giving of 60 days’ writtennotice 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 meaninggiven 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 itsaffiliates acts as an investment adviser to the Trust, the name of the Trustwill be changed to one that does not contain the name “Pioneer” or otherwisesuggest an affiliation with the Manager.20. The Manager is an independent contractor and not an employee of the Trustfor any purpose. If any occasion should arise in which the Manager gives anyadvice to its clients concerning the shares of the Trust, the Manager will actsolely as investment counsel for such clients and not in any way on behalf ofthe Trust.21. This Agreement states the entire agreement of the parties hereto, and isintended to be the complete and exclusive statement of the terms hereof. It maynot be added to or changed orally and may not be modified or rescinded except bya writing signed by the parties hereto and in accordance with the 1940 Act, whenapplicable.22. This Agreement and all performance hereunder shall be governed by andconstrued in accordance with the laws of The Commonwealth of Massachusetts.23. Any term or provision of this Agreement which is invalid or unenforceable inany jurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch invalidity or unenforceability without rendering invalid or unenforceablethe remaining terms or provisions of this Agreement or affecting the validity orenforceability of any of the terms or provisions of this Agreement in any otherjurisdiction.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 shallconstitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted by their duly authorized officers and their seal to be hereto affixedas of the day and year first above written.ATTEST: PIONEER FUND/s/ Christopher Kelley /s/ Dorothy BourassaChristopher Kelley Dorothy BourassaATTEST: PIONEER INVESTMENT MANAGEMENT, INC./s/ Christopher Kelley /s/ Osbert M. HoodChristopher Kelley Osbert M. Hood