Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 485BPOS Rule 485(B) Registration Statement 124 532K
2: EX-1 Amended Declaration of Trust 1 9K
3: EX-5 Management Contract 5± 24K
5: EX-6 Dealer Sales Agreement 10 48K
4: EX-6 Underwriting Agreement 4± 20K
6: EX-8 Custodian Agreement 44 134K
7: EX-9 Administration Agreement 9 33K
8: EX-11 Consent of Independent Auditor 1 6K
9: EX-15 Class B Distribution Plan 6± 26K
10: EX-18 Rule 18F-3 Plan 3± 13K
EX-15 — Class B Distribution Plan
AMENDED AND RESTATED CLASS B SHARES DISTRIBUTION PLAN
PIONEER TAX-FREE INCOME FUND
CLASS B SHARES DISTRIBUTION PLAN, dated as of April 28, 1995 and
amended and restated as of September 30, 1998, of PIONEER TAX-FREE INCOME FUND,
a Delaware business trust (the "Trust")
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act");
WHEREAS, the Trust intends to distribute shares of beneficial interest
(the "Class B Shares") of the Trust in accordance with Rule 12b-1 promulgated by
the Securities and Exchange Commission under the 1940 Act ("Rule 12b-1"), and
desires to adopt this Class B Shares distribution plan (the "Class B Plan") as a
plan of distribution pursuant to such Rule;
WHEREAS, the Trust desires that Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD") or such other persons as may be appointed
principal underwriter from time to time, provide certain distribution services
for the Trust's Class B Shares in connection with the Class B Plan (PFD and any
successor principal underwriter of the Trust's shares being referred to as an
"Underwriter");
WHEREAS, the Trust has entered into an underwriting agreement (in a
form approved by the Trust's Board of Trustees in a manner specified in such
Rule 12b-1) with the Underwriter, whereby the Underwriter provides facilities
and personnel and renders services to the Trust in connection with the offering
and distribution of Class B Shares (the "Underwriting Agreement");
WHEREAS, the Trust also recognizes and agrees that (a) the Underwriter
may retain the services of firms or individuals to act as dealers or wholesalers
(collectively, the "Dealers") of the Class B Shares in connection with the
offering of Class B Shares, (b) the Underwriter may compensate any Dealer that
sells Class B Shares in the manner and at the rate or rates to be set forth in
an agreement between the Underwriter and such Dealer and (c) the Underwriter may
make such payments to the Dealers for distribution services out of the fee paid
to the Underwriter hereunder, any deferred sales charges imposed by the
Underwriter in connection with the repurchase of Class B Shares, its profits or
any other source available to it;
WHEREAS, the Trust recognizes and agrees that the Underwriter may
impose certain deferred sales charges in connection with the repurchase of Class
B Shares by the Trust, and the Underwriter may retain (or receive from the
Trust, as the case may be) all such deferred sales charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Class B Plan, has evaluated such
information as it deemed necessary to an informed determination whether this
Class B Plan should be adopted and implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision to use assets of
the Trust for such purposes, and has determined that there is a reasonable
likelihood that the adoption and implementation of this Class B Plan will
benefit the Trust and its Class B shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Class B Plan for the Trust as a plan of distribution of Class B Shares in
accordance with Rule 12b-1, on the following terms and conditions:
1. (a) The Trust is authorized to compensate the Underwriter for
(1) distribution services and (2) personal and account
maintenance services performed and expenses incurred by the
Underwriter in connection with the Trust's Class B Shares.
Such compensation shall be calculated and accrued daily and
paid monthly or at such other intervals as the Board of
Trustees may determine.
(b) The amount of compensation payable to the
Underwriter during any one year for distribution services with
respect to Class B Shares shall be its Allocable Portion (as
defined in Section 14 below) of .75% of the Trust's average
daily net assets attributable to Class B Shares for such year
(the "Distribution Fee"). Notwithstanding anything to the
contrary set forth in this Distribution Plan or any
Underwriting Agreement, the Distribution Fee shall not be
terminated or modified (including a modification by change in
the rules relating to the conversion of Class B Shares into
Class A shares of the Trust) with respect to Class B Shares
(or the assets of the Trust attributable to such Class B
Shares) either (x) issued prior to the date of any termination
or modification or (y) attributable to Class B shares issued
through one or a series of exchanges of shares of another
investment company for which the Underwriter acts as principal
underwriter which were initially issued prior to the date of
such termination or modification or (z) issued as a dividend
or distribution upon Class B Shares issued or attributable to
Class B Shares initially issued prior to the date of any such
termination or modification (the "Pre-Amendment Class B
Shares") except:
(i) to the extent required by a change in the
Investment Company Act of 1940 (the "Act"), the rules
or regulations under the Act, the Conduct Rules of
the National Association of Securities Dealers, Inc.,
(the "NASD") or an order of any court or governmental
agency, in each case enacted, issued or promulgated
after September 30, 1998,
(ii) in connection with a "Complete Termination" of
this Plan. For purposes of this Plan, a "Complete
Termination" shall have occurred if: (x) this Plan
and the distribution plan for Class B Shares of any
successor trust or fund or any trust or fund
acquiring substantially all of the assets of the
Trust (collectively, the "Affected Funds") is
terminated with respect to all Class B Shares of the
Trust and each Affected Fund then outstanding or
subsequently issued, (y) the payment by the Trust of
Distribution Fees with respect to all Class B Shares
of the Trust and each Affected Fund is terminated and
(z) neither the Trust nor any Affected Fund
establishes concurrently with or subsequent to such
termination of this Plan another class of shares
which has substantially similar characteristics to
the current Class B Shares of the Trust, including
the manner of payment and amount of contingent
deferred sales charge paid directly or indirectly by
the holders of such shares (all of such classes of
shares "Class B Shares"), or
(iii) on a basis, determined by the Board of
Trustees, including a majority of the Qualified
Trustees (as hereinafter defined), acting in good
faith, so long as from and after the effective date
of such modification or termination: (x) neither (1)
the Trust, (2) any Affected Fund nor (3) the
investment advisor or any other sponsor entity (or
their affiliates) of the Trust or any Affected Fund
pay, directly or indirectly, a fee, a trailer fee, or
expense reimbursement to any person for the provision
of personal and account maintenance services (as such
terms is used in the Conduct Rules of the NASD) to
the holder of Class B Shares of the Trust or any
Affected Fund (but the forgoing shall not prevent
payments for transfer agency or subaccounting
services), and (y) the termination or modification of
the Distribution Fee applies with equal effect to
both Pre-Amendment Class B Shares and Post-Amendment
Class B Shares (as defined in Section 7) outstanding
from time to time of the Trust and all Affected
Funds.
(c) Distribution services and expenses for which an
Underwriter may be compensated pursuant to this Plan include,
without limitation: compensation to and expenses (including
allocable overhead, travel and telephone expenses) of (i)
Dealers, brokers and other dealers who are members of the NASD
or their officers, sales representatives and employees, (ii)
the Underwriter and any of its affiliates and any of their
respective officers, sales representatives and employees,
(iii) banks and their officers, sales representatives and
employees, who engage in or support distribution of the
Trust's Class B Shares; printing of reports and prospectuses
for other than existing shareholders; and preparation,
printing and distribution of sales literature and advertising
materials.
(d) The Underwriter shall be deemed to have performed
all services required to be performed in order to be entitled
to receive it Allocable Portion of the Distribution Fee, if
any, payable with respect to Class B Shares sold through such
Underwriter upon the settlement date of the sale of such Class
B Share or in the case of Class B Shares issued through one or
a series of exchanges of shares of another investment company
for which the Underwriter acts as principal underwriter or
issued as a dividend or distribution upon Class B Shares, on
the settlement date of the first sale on a commission basis of
a Class B Share from which such Class B Share was derived. The
Trust's obligation to pay an Underwriter its Allocable Portion
of the Distribution Fees payable in respect of the Class B
Shares shall be absolute and unconditional and shall not be
subject to dispute, offset, counterclaim or any defense
whatsoever, at law or equity, including, without limitation,
any of the foregoing based on the insolvency or bankruptcy of
such Underwriter. The foregoing provisions of this Section
1(d) shall not limit the rights of the Trust to modify or
terminate payments under this Class B Plan as provided in
Section 1(b) with respect to Pre-Amendment Class B Shares or
Section 7 with respect to Post-Amendment Class B Shares.
(e) The amount of compensation paid during any one
year for personal and account maintenance services and
expenses (the "Service Fee") shall be .25% of the Trust's
average daily net assets attributable to Class B Shares for
such year. As partial consideration for personal services
and/or account maintenance services provided by the
Underwriter to the Class B Shares, the Underwriter shall be
entitled to be paid any fees payable under this clause (e)
with respect to Class B Shares for which no dealer of record
exists, where less than all consideration has been paid to a
dealer of record or where qualification standards have not
been met.
(f) Personal and account maintenance services for
which the Underwriter or any of its affiliates, banks or
Dealers may be compensated pursuant to this Plan include,
without limitation: payments made to or on account of the
Underwriter or any of its affiliates, banks, other brokers and
dealers who are members of the NASD, or their officers, sales
representatives and employees, who respond to inquiries of,
and furnish assistance to, shareholders regarding their
ownership of Class B Shares or their accounts or who provide
similar services not otherwise provided by or on behalf of the
Trust.
(g) The Underwriter may impose certain deferred sales
charges in connection with the repurchase of Class B Shares by
the Trust and the Underwriter may retain (or receive from the
Trust as the case may be) all such deferred sales charges.
(h) The Trust has agreed in the Underwriting
Agreement to certain restrictions on the Trust's ability to
modify or waive certain terms of the Trust's Class B Shares or
the contingent deferred sales charge with respect to
Pre-Amendment Class B Shares.
(i) Appropriate adjustments to payments made pursuant
to clauses (b) and (d) of this paragraph 1 shall be made
whenever necessary to ensure that no payment is made by the
Trust in excess of the applicable maximum cap imposed on asset
based, front-end and deferred sales charges by Section 2830(d)
the Conduct Rules of the NASD.
2. The Trust understands that agreements between the Underwriter and
Dealers may provide for payment of fees to Dealers in connection with the sale
of Class B Shares and the provision of services to shareholders of the Trust.
Nothing in this Class B Plan shall be construed as requiring the Trust to make
any payment to any Dealer or to have any obligations to any Dealer in connection
with services as a dealer of the Class B Shares. The Underwriter shall agree and
undertake that any agreement entered into between the Underwriter and any Dealer
shall provide that such Dealer shall look solely to the Underwriter for
compensation for its services thereunder and that in no event shall such Dealer
seek any payment from the Trust.
3. Notwithstanding anything to the contrary in this Distribution Plan
or any Underwriting Agreement, the Underwriter may assign, sell or pledge
(collectively, "Transfer") its rights to its Allocable Portion of any
Distribution Fees under this Plan. Upon receipt of notice of such Transfer, the
Trust shall pay to the assignee, purchaser or pledgee (collectively with their
subsequent transferees, "Transferees"), as third party beneficiaries, such
portion of the Distribution Fees payable to the Underwriter as provided in
written instructions (the "Allocation Instructions") from the Underwriter and
said Transferee to the Trust. In the absence of Allocation Instructions, the
Trust shall have no obligations to a Transferee.
4. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its Declaration of Trust, as it may be amended or
restated from time to time, or By-Laws or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of the responsibility for and control of
the conduct of the affairs of the Trust; it being understood that actions taken
pursuant to Section 1(b) shall not be considered such an action described above.
5. This Class B Plan shall become effective upon approval by (i) a
"majority of the outstanding voting securities" of Class B of the Trust, (ii) a
vote of the Board of Trustees, and (iii) a vote of a majority of the Trustees
who are not "interested persons" of the Trust and who have no direct or indirect
financial interest in the operation of the Class B Plan or in any agreements
related to the Class B Plan (the "Qualified Trustees"), such votes with respect
to (ii) and (iii) above to be cast in person at a meeting called for the purpose
of voting on this Class B Plan.
6. All of the terms of this Distribution Plan, as amended and restated
as of September 30, 1998, are intended to apply in respect of all Pre-Amendment
Class B Shares and to the Distribution Fees payable in respect of any thereof.
This Class B Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Class B Plan shall expire on the
annual anniversary of the adoption of this Plan following the last such
approval.
7. Subject to the limitation set forth in Section 1(b) with respect to
Pre-Amendment Class B shares, this Class B Plan may be amended at any time by
the Board of Trustees with respect to Class B Shares (and the assets
attributable to such Class B Shares) which are not Pre-Amendment Class B Shares
("Post-Amendment Class B Shares"); PROVIDED that this Class B Plan may not be
amended to increase materially the limitations on the annual percentage of
average net assets which may be expended hereunder without the approval of
holders of a "majority of the outstanding voting securities" of Class B of the
Trust and may not be materially amended in any case without a vote of a majority
of both the Trustees and the Qualified Trustees. This Class B Plan may be
terminated at any time, subject to Section 1(b), by a vote of a majority of the
Qualified Trustees or by a vote of the holders of a "majority of the outstanding
voting securities" of Class B of the Trust.
8. The Trust and the Underwriter shall provide to the Trust's Board of
Trustees, and the Board of Trustees shall review, at least quarterly, a written
report of the amounts expended under this Class B Plan and the purposes for
which such expenditures were made.
9. While this Class B Plan is in effect, the selection and nomination
of Qualified Trustees shall be committed to the discretion of the Trustees who
are not "interested persons" of the Trust.
10. For the purposes of this Class B Plan, the terms "interested
persons," "majority of the outstanding voting securities" and "specifically
approved at least annually" are used as defined in the 1940 Act.
11. The Trust shall preserve copies of this Class B Plan, and each
agreement related hereto and each report referred to in Paragraph 7 hereof
(collectively, the "Records"), for a period of not less than six (6) years from
the end of the fiscal year in which such Records were made and, for a period of
two (2) years, each of such Records shall be kept in an easily accessible place.
12. This Class B Plan shall be construed in accordance with the laws of
The Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
13. If any provision of this Class B Plan shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Class B
Plan shall not be affected thereby.
14. Payments under this Class B Plan shall be allocated between PFD and
any successor Underwriter or co-Underwriter (each an Underwriter's "Allocable
Portion) as provided in the Allocation Procedures appended hereto.
Dates Referenced Herein
| This ‘485BPOS’ Filing | | Date | | Other Filings |
|---|
| |  |
| Corrected on: | | 4/7/04 | | None on these Dates |
| Filed on / Effective on: | | 5/1/02 |
| | 9/30/98 |
| | 4/28/95 |
| List all Filings |
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