CLASS B SHARES DISTRIBUTION PLAN
PIONEER EUROPE SELECT FUND
CLASS B SHARES DISTRIBUTION PLAN, dated as of November __, 2000 of
PIONEER EUROPE SELECT FUND a Delaware business trust (the "Trust")
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, 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 Rule12b-1;
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 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
<PAGE>
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. 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.
(a) 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 Class B 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 initially issued or attributable to Class B
Shares 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 1940
Act, the rules or regulations under the 1940 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 Class B Plan. For purposes of this Class B Plan,
a "Complete Termination" shall have occurred if: (x)
this Class B 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
2
<PAGE>
the Trust nor any Affected Fund
establishes concurrently with or subsequent to such
termination of this Class B 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 are 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.
(b) Distribution services and expenses for which an
Underwriter may be compensated pursuant to this Class B 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.
(c) The Underwriter shall be deemed to have performed all
services required to be performed in order to be entitled to
receive its 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 Shares 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
3
<PAGE>
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.
(d) The amount of compensation paid during any one year for
personal and account maintenance services and expenses 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.
(e) Personal and account maintenance services for which the
Underwriter or any of its affiliates, banks or Dealers may be
compensated pursuant to this Class B 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.
(f) 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.
(g) 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.
(h) 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) of 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.
4
<PAGE>
3. Notwithstanding anything to the contrary in this Class B 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 Class B 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 Agreement and 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 a vote of the Board
of Trustees, including 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 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 Class B Plan 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 Class B 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.
5
<PAGE>
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.
6
<PAGE>
[Allocation Procedures]
