AGREEMENT BETWEEN
XXXXX BROTHERS XXXXXXXX & CO.
AND
PIONEER EQUITY-INCOME FUND
[Table of Contents]
CUSTODIAN AGREEMENT
AGREEMENT made this 30th day of June, 1998, between PIONEER EQUITY-
INCOME FUND (the "Fund") and Xxxxx Brothers Xxxxxxxx & Co. (the "Custodian");
WITNESSETH: That in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN: The Fund hereby employs and appoints the
Custodian as a custodian for the term and subject to the provisions of this
Agreement. The Custodian shall not be under any duty or obligation to require
the Fund to deliver to it any securities or funds owned by the Fund and shall
have no responsibility or liability for or on account of securities or funds not
so delivered. The Fund will deposit with the Custodian copies of the Declaration
of Trust or Certificate of Incorporation and By-Laws (or comparable documents)
of the Fund and all amendments thereto, and copies of such votes and other
proceedings of the Fund as may be necessary for or convenient to the Custodian
in the performance of its duties.
2. POWERS AND DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE
FUND HELD BY THE CUSTODIAN: Except for securities and funds held by any
Subcustodians or held by the Custodian through a non-U.S. securities depository
appointed pursuant to the provisions of Section 3 hereof, the Custodian shall
have and perform the following powers and duties:
A. SAFEKEEPING - To keep safely the securities and other
assets of the Fund that have been delivered to the Custodian and, on
behalf of the Fund, from time to time to receive delivery of securities
for safekeeping.
B. MANNER OF HOLDING SECURITIES - To hold securities of the
Fund (1) by physical possession of the share certificates or other
instruments representing such securities in. registered or bearer form,
or (2) in book-entry form by a Securities System (as said term is
defined in Section 2U).
C. REGISTERED NAME; NOMINEE - To hold registered securities of
the Fund (1) in the name or any nominee name of the Custodian or the
Fund, or in the name or any nominee name of any Agent appointed
pursuant to Section 6F, or (2) in street certificate form, so-called,
and in any case with or without any indication of fiduciar5 capacity,
provided that securities are held in an account of the Custodian
containing only assets of the Fund or only assets held as fiduciary or
custodian for customers.
D. PURCHASES - Upon receipt of Proper Instructions, as defined
in Section X on Page 17, insofar as funds are available for the
purpose, to pay for and receive securities purchased for the account of
the Fund, payment being made only upon receipt of the securities (1) by
the Custodian, or (2) by a clearing corporation of a national
securities exchange of which the Custodian is a member, or (3) by a
Securities System. However, (i) in the case of repurchase agreements
entered into by the Fund, the Custodian (as well as an Agent) may
release funds to a Securities System or to a Subcustodian prior to the
receipt of advice from the Securities System or Subcustodian that the
securities underlying such repurchase agreement have been transferred
by book entry into the Account (as defined in Section 2U) of the
Custodian (or such-Agent) maintained with such Securities System or
Subcustodian, so long as such payment instructions to the Securities
System or Subcustodian include a requirement that delivery is only
against payment for securities, (ii) in the case of foreign exchange
contracts, options, time deposits, call account deposits, currency
deposits, and other deposits, contracts or options pursuant to Sections
2J, 2L, 2M and 2N, the Custodian may make payment therefor without
receiving an instrument evidencing said deposit, contract or option so
long as such payment instructions detail specific securities to be
acquired, and (iii) in the case of securities in which payment for the
security and receipt of the instrument evidencing the security are
under generally accepted trade practice or the terms of the instrument
representing the security expected to place in different locations or
through separate parties, such as commercial paper which is indexed to
foreign currency exchange rates, derivatives and similar securities,
the Custodian may make payment for such securities prior to delivery
thereof in accordance with such generally accepted trade practice or
the terms of the instrument representing such security.
E. EXCHANGES - Upon receipt of proper instructions, to
exchange securities held by it for the account of the Fund for other
securities in connection with any reorganization, recapitalization,
split-up of shares, change of par value, conversion or other event
relating to the securities or the issuer of such securities and to
deposit any such securities in accordance with the terms of any
reorganization or protective plan. Without proper instructions, the
Custodian may surrender securities in temporary form for definitive
securities, may surrender securities for transfer into a name or
nominee name as permitted in Section 2C, and may surrender securities
for a different number of certificates or instruments representing the
same number of shares or same principal amount of indebtedness,
provided the securities to be issued are to be delivered to the
Custodian.
F. SALES OF SECURITIES - Upon receipt of proper instructions,
to make delivery of securities which have been sold for the account of
the Fund, but only against payment therefor (1) in cash, by a certified
check, bank cashier's check, bank credit, or bank wire transfer, or (2)
by credit to the account of the Custodian with a clearing corporation
of a national securities exchange of which the Custodian is a member,
or (3) by credit to the account of the Custodian or an Agent of the
Custodian with a Securities System; PROVIDED, HOWEVER, that (i) in the
case of delivery of physical certificates or instruments representing
securities, the Custodian may make delivery to the broker buying the
securities, against receipt therefor, for examination in accordance
with "street delivery"' custom, provided that the payment therefor is
to be made to the Custodian (which payment may be made by a broker's
check) or that such securities are to be returned to the Custodian, and
(ii) the case of securities referred to in clause (iii) of the last
sentence of Section 2D, the Custodian may make settlement, including
with respect to the form of payment, in accordance with generally
accepted trade practice relating to such securities or the terms of the
instrument representing said security.
G. DEPOSITARY RECEIPTS - Upon receipt of proper instructions,
to instruct a Subcustodian or an Agent to surrender securities to the
depositary used by an issuer of American Depositary Receipts or
International Depositary Receipts (hereinafter collectively referred to
as "ADRs") for such securities against a written receipt therefor
adequately describing such securities and written evidence satisfactory
to the Subcustodian or Agent that the depositary has acknowledged
receipt of instructions to issue with respect to such securities ADRs
in the name of the Custodian, or a nominee of the Custodian, for
delivery to the Custodian in Boston, Massachusetts, or at such other
place as the Custodian may from time to time designate. Upon receipt of
proper instructions, to surrender ADRs to the issuer thereof against a
written receipt therefor adequately describing the ADRs surrendered and
written evidence satisfactory to the Custodian that the issuer of the
ADRs has acknowledged receipt of instructions to cause its depositary
to deliver the securities underlying such ADRs to a subcustodian or an
Agent.
H. EXERCISE OF RIGHTS; TENDER OFFERS - Upon timely receipt of
proper instructions, to deliver to the issuer or trustee thereof, or to
the agent of either, warrants, puts, calls, rights or similar
securities for the purpose of being exercised or sold, provided that
the new securities and cash, if any, acquired by such action are to be
delivered to the Custodian, and, upon receipt of proper instructions,
to deposit securities upon invitations for tenders of securities,
provided that the consideration is to be paid or delivered or the
tendered securities are to be returned to the Custodian.
I. STOCK DIVIDENDS, RIGHTS, ETC. - To receive and collect
all stock dividends, rights and other items of like nature; and to deal
with the same pursuant to proper instructions relative thereto.
J. OPTIONS - Upon receipt of proper instructions, to receive
and retain confirmations or other documents evidencing the purchase of
writing of an option on a security or securities index by the Fund; to
deposit and maintain in a segregated account, either physically or by
book-entry in a Securities System, securities subject to a covered call
option written by the Fund; and to release and/or transfer such
securities or other assets only in accordance with the provisions of
any agreement among the Fund, the Custodian and a broker-dealer
relating to such securities or other assets a notice or other
communication evidencing the expiration, termination or exercise of
such covered option furnished by The Options Clearing Corporation, the
securities or options exchange on which such covered option is traded
or such other organization as may be responsible for handling such
options transactions.
K. BORROWINGS - Upon receipt of proper instructions, to
deliver securities of the Fund to lenders or their agents as collateral
for borrowings effected by the Fund, provided that such borrowed money
is payable to or upon the Custodian's order as Custodian for the Fund.
L. DEMAND DEPOSIT BANK ACCOUNTS - To open and operate an
account or accounts in the name of the Fund on the Custodian's books
subject only to draft or order by the Custodian. All funds received by
the Custodian from or for the account of the Fund shall be deposited in
said account(s). The responsibilities of the Custodian to the Fund for
deposits accepted on the Custodian's books shall be that of a U.S.
bank for a similar deposit. If and when authorized by proper
instructions, the Custodian may open and operate an additional
account(s) in such other banks or trust companies as may be designated
by the Fund in such instructions (any such bank or trust company so
designated by the Fund being referred to hereafter as a "Banking
Institution"), provided that such account(s) (hereinafter collectively
referred to as "demand deposit bank accounts") shall be in the name of
the Custodian for account of the Fund and subject only to the
Custodian's draft or order. Such demand deposit accounts may be opened
with Banking Institutions in the United States and in other countries
and may be denominated in either U.S. Dollars or other currencies as
the Fund may determine. All such deposits shall be deemed to be
portfolio securities of the Fund and accordingly the responsibility of
the Custodian therefore shall be the same as and no greater than the
Custodian's responsibility in respect of other portfolio securities of
the Fund.
M. INTEREST BEARING CALL OR TIME DEPOSITS - To place interest
bearing fixed term and call deposits with such banks and in such
amounts as the Fund may authorize pursuant to proper instructions. Such
deposits may be placed with the Custodian or with Subcustodians or
other Banking Institutions as the Fund may determine. Deposits may be
denominated in U. S. Dollars or other currencies and need not be
evidenced by the issuance or delivery of a certificate to the
Custodian, provided that the Custodian shall include in its records
with respect to the assets of the Fund appropriate notation as to the
amount and Currency of each such deposit, the accepting Banking
Institution and other appropriate details, and shall retain such forms
of advice or receipt evidencing the deposit, if any, as may be
forwarded to the Custodian by the Banking Institution. Such deposits,
other than those placed with the Custodian, shall be deemed portfolio
securities of the Fund and the responsibilities of the Custodian
therefor shall be the same as those for demand deposit bank accounts
placed with other banks, as described in Section K of this Agreement.
The responsibility of the Custodian for such deposits accepted on the
Custodian's books shall be that of a U. S. bank for a similar deposit.
N. FOREIGN EXCHANGE TRANSACTIONS AND FUTURES CONTRACTS -
Pursuant to proper instructions, to enter into foreign exchange
contracts or options to purchase and sell foreign currencies for spot
and future delivery on behalf and for the account of the Fund. Such
transactions may be undertaken by the Custodian with such Banking
institutions, including the Custodian and Subcustodian(s) as
principals, as approved and authorized by the Fund. Foreign exchange
contracts and options other than those executed with the Custodian,
shall be deemed to be portfolio securities of the Fund and the
responsibilities of the Custodian therefor shall be the same as those
for demand
deposit bank accounts placed with other banks as described in Section
2L of this agreement. Upon receipt of proper instructions, to receive
and retain confirmations evidencing the purchase or sale of a futures
contract or an option on a futures contract by the Fund; to deposit and
maintain in a segregated account, for the benefit of any futures
commission merchant or to pay to such futures commission merchant,
assets designated by the fund as initial, maintenance or variation
"margin" deposits intended to secure the Fund's performance of its
obligations under any futures contracts purchased or sold or any
options on futures contracts written by the Fund, in accordance with
the provisions of any agreement or agreements among any of the Fund,
the Custodian and such futures commission merchant, designated to
comply with the rules of the Commodity Futures Trading Commission
and/or any contract market, or any similar organization or
organizations, regarding such margin deposits; and to release and/or
transfer assets in such margin accounts only in accordance with any
such agreements or rules.
0. STOCK LOANS - Upon receipt of proper instructions, to
deliver securities of the Fund, in connection with loans of securities
by the Fund, to the borrower thereof prior to receipt of the
collateral, if any, for such borrowing, provided that for stock loans
secured by cash collateral the Custodian's instructions to the
Securities System require that the System may deliver the securities to
the borrower thereof only upon receipt of the collateral for such
borrowing.
P. COLLECTIONS - To collect, receive and deposit in said
account or accounts all income, payments of principal and other
payments with respect to the securities held hereunder, and in
connection therewith to deliver the certificates or other instruments
representing the securities to the issuer thereof or its agent when
securities are called, redeemed, retired or otherwise become payable;
provided, that the payment is to be made in such form and manner and at
such time, which may be after delivery by the Custodian of the
instrument representing the security, as is in accordance with the
terms of the instrument representing the security, or such proper
instructions as the Custodian may receive, or governmental regulations,
the rules of Securities Systems or other U.S. securities depositories
and clearing agencies or, with respect to securities referred to in
clause (iii) of the last sentence of Section 2D, in accordance with
generally accepted trade practice; (ii) to execute ownership and other
certificates and affidavits for all federal and state tax purposes in
connection with receipt of income or other payments with respect to
securities of the Fund or in connection with transfer of securities,
and (iii) pursuant to proper instructions to take such other actions
with respect to collection or receipt of funds or transfer of
securities which involve an investment decision.
Q. DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS - Upon receipt of
proper instructions from the Fund, or upon receipt of instructions from
the Fund's shareholder servicing agent or agent with comparable duties
(the "Shareholder Servicing Agent") (given by such person or persons
and in such manner on behalf of the Shareholder Servicing Agent as the
Fund shall have authorized), the Custodian shall release funds or
securities to the Shareholder Servicing Agent or otherwise apply funds
or securities, insofar as available, for the payment of dividends or
other distributions to Fund shareholders. Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the
Shareholder Servicing Agent (given by such person or persons and in
such manner on behalf of the Shareholder Servicing Agent as the Fund
shall have authorized), the Custodian shall release funds or
securities, insofar as available, to the Shareholder Servicing Agent or
as such Agent shall otherwise instruct for payment to Fund shareholders
who have delivered to such Agent a request for repurchase or redemption
of their shares of capital stock of the Fund.
R. PROXIES, NOTICES, ETC. - Promptly to deliver or mail to the
Fund all forms of proxies and all notices of meetings and any other
notices or announcements affecting or relating to securities owned by
the Fund that are received by the Custodian, and upon receipt of proper
instructions, to execute and deliver or cause its nominee to execute
and deliver such proxies or other authorizations as may be required.
Neither the Custodian nor its nominee shall vote upon any of such
securities or execute any proxy to vote thereon or give any consent or
take any other action with respect thereto (except as otherwise herein
provided) unless ordered to do so by proper instructions.
S. NONDISCRETIONARY DETAILS - Without the necessity of express
authorization from the Fund, (1) to attend to all nondiscretionary
details in connection with the sale, exchange, substitution, purchase,
transfer or other dealings with securities, funds or other property of
the Portfolio held by the Custodian except as otherwise directed from
time to time by the Directors or Trustees of the Fund, and (2) to make
payments to itself or others for minor expenses of handling securities
or other similar items relating to the Custodian's duties under this
Agreement, provided that all such payments shall be accounted for to
the Fund.
T. BILLS - Upon receipt of proper instructions, to pay or
cause to be paid, insofar as funds are available for the purpose,
bills, statements, or other obligations of the Fund
U. Deposit of Fund Assets in Securities Systems - The
Custodian may deposit and/or
maintain securities owned by the Fund in (i) The Depository Trust
Company, (ii) any book-entry system as provided in Subpart 0 of
Treasury Circular Xx. 000, 00 XXX 000, Xxxxxxx X of 31 CFR Part 350, or
the book-entry regulations of federal agencies substantially in the
form of Subpart 0, or (iii) any other domestic clearing agency
registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934 which acts as a securities
depository and whose use the Fund has previously approved in writing
(each of the foregoing being referred to in this Agreement as a
"Securities System"). Utilization of a Securities System shall be in
accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations, if any, and subject to the
following provisions:
1) The Custodian may deposit and/or maintain Fund
securities, either directly or through one or more Agents
appointed by the Custodian (provided that any such agent shall
be qualified to act as a custodian of the Fund pursuant to the
Investment Company Act of 1940 and the rules and regulations
thereunder), in a Securities System provided that such
securities are represented in an account ("Account") of the
Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than
assets held as a fiduciary, custodian, or otherwise for
customers;
2) The records of the Custodian with respect to
securities of the Fund which are maintained in a Securities
System shall identify by book-entry those securities belonging
to the Fund;
3) The Custodian shall pay for securities purchased
for the account of the Fund upon (i) receipt of advice from
the Securities System that such securities have been
transferred to the Account, and (ii) the making of an entry
on the records of the Custodian to reflect such payment and
transfer for the account of the Fund. The Custodian shall
transfer securities sold for the account of the Fund upon (i)
receipt of advice from the Securities System that payment for
such securities has been transferred to the Account, and (ii)
the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Fund.
Copies of all advises from the Securities System of transfers
of securities for the account of the Fund shall identify the
Fund, be maintained for the Fund by the Custodian or an Agent
as referred to above, and be provided to the Fund at its
request. The Custodian shall furnish the Fund confirmation of
each transfer to or from the account of the Fund in the form
of a written advice or notice and shall furnish to the Fund
copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the
Fund on the next business day;
4) The Custodian shall provide the Fund with any
report obtained by the Custodian or any Agent as referred to
above on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities
deposited in the Securities System; and the Custodian and
such Agents shall send to the Fund such reports on their own
systems of internal accounting control as the Fund may
reasonably request from time to time.
5) At the written request of the Fund, the Custodian
will terminate the use of any such Securities System on behalf
of the Fund as promptly as practicable.
V. OTHER TRANSFERS - Upon receipt of proper instructions to
deliver securities, funds and other property of the
Fund to a Subcustodian or another custodian of
the Fund; and, upon receipt of proper instructions, to make such other
disposition of securities, funds or other property of the Fund in a
manner other than or for purposes other than as enumerated elsewhere in
this Agreement, provided that the instructions relating to such
disposition shall include a statement of the purpose for which the
delivery is to be made, the amount of securities to be delivered and
the name of the person or persons, to whom delivery is to be made.
W. INVESTMENT LIMITATIONS - In performing its duties
generally, and more particularly in connection with the purchase, sale
and exchange of securities made by or for the Fund, the Custodian may
assume unless and until notified in writing to the contrary that proper
instructions received by it are not in conflict with or in any way
contrary to any provisions of the Fund's Declaration of Trust or
Certificate of Incorporation or By-Laws (or comparable documents) or
votes or proceedings of the shareholders or Directors of the Fund. The
Custodian shall in no event be liable to the Fund and shall be
indemnified by the Fund for any violation which occurs in the course of
carrying out instructions given by the Fund of any investment
limitations to which the Fund is subject or other limitations with
respect to the Fund's powers to make expenditures, encumber securities,
borrow or take similar actions affecting the Fund.
X. PROPER INSTRUCTIONS - Proper instructions shall mean a
tested telex from the Fund or a written request, direction, instruction
or certification signed or initialled on behalf of the Fund by one or
more person or persons as the Board of Directors or Trustees of the
Fund shall have from time to time authorized, provided, however, that
no such instructions directing the delivery of securities or the
payment of funds to an authorized signatory of the Fund shall be signed
by such person. Those persons authorized to give proper instructions
may be identified by the Board of Directors or Trustees by name, title
or position and will include at least one officer empowered by the
Board to name other individuals who are authorized to give proper
instructions on behalf of the Fund. Telephonic or other oral
instructions given by any one of the above persons will be considered
proper instructions if the Custodian reasonably believes them to have
been given by a person authorized to give such instructions with
respect to the transaction involved. Oral instructions will be
confirmed by tested telex or in writing in the manner set forth above
but the lack of such confirmation shall in no way affect any action
taken by the Custodian in reliance upon such oral instructions. The
Fund authorizes the Custodian to tape record any and all telephonic or
other oral instructions given to the Custodian by or on behalf of the
Fund (including any of its officers, Directors, Trustees, employees or
agents) and will deliver to the Custodian a similar authorization from
any investment manager or adviser or person or entity with similar
re[s]ponsibilities which is authorized to give proper instructions on
behalf of the Fund to the Custodian. Proper instructions may relate to
specific transaction or to types or classes of transactions, and may be
in the form of standing instructions.
Proper instructions may include communications effected
directly between electromechanical or
electronic devices or systems, in addition-to tested telex, provided
that the Fund and the Custodian agree to the use of such device or
system.
Y. SEGREGATED ACCOUNT - The Custodian shall upon receipt of
proper instructions establish and maintain on its books a segregated
account or accounts for and on behalf of the Fund, into which account
or accounts may be transferred cash and/or securities of the Fund,
including securities maintained by the Custodian pursuant to Section 2U
hereof, (i) or accordance with the provisions of any agreement among
the Fund, the Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. (or any futures commission
merchant registered under the Commodity Exchange Act) relating to
(compliance with the rules of the Options Clearing Corporation and of
any registered national securities exchange (or the Commodity Futures
Trading Commission or any registered contract market), or any similar
organization or organizations, regarding escrow or other arrangements
in connection with transactions by the Fund, (ii) for purposes of
segregating cash or securities in connection with options purchased,
sold or written by the Fund or commodity futures contracts or options
thereon purchased or sold by the Fund, (iii) for the purposes of
compliance by the Fund with the procedures required by Investment
Company Act Release No. 10666, or any subsequent release or releases of
the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies, and (iv) as
mutually agreed from time to time between the Fund and the Custodian.
3. Powers and Duties of the Custodian with Respect to the Appointment of
Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold
securities, funds and other property of the Fund, which are maintained outside
the United States at subcustodians appointed pursuant to the provisions of
this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the
appointment of each Subcustodian and the subcustodian agreement to be entered
into between such Subcustodian and the Custodian, and (2) if the Subcustodian is
organized under the laws of a country other than the United States, the country
or countries in which the Subcustodian is authorized to hold securities, cash
and other property of the Fund. The Fund hereby further authorizes and instructs
the Custodian and any Subcustodian to utilize such securities depositories
located outside the United States which are approved in writing by the Fund to
hold securities, cash and other property of the Fund. Upon such approval by the
Fund, the Custodian is authorized on behalf of the Fund to notify each
Subcustodian of its appointment as such. The Custodian may, at any time in its
discretion, remove any Subcustodian that has been appointed as such but will
promptly notify the Fund of any such action.
Those Subcustodians, and the countries where and the securities
depositories through which they or the Custodian may hold securities, cash and
other property of the Fund which the Fund has approved to date are set forth on
Appendix A hereto. Such Appendix shall be amended from time to time as
Subcustodians, and/or countries and/or securities depositories are changed,
added or deleted. The Fund shall be responsible for informing the Custodian
sufficiently in advance of a proposed investment which is to be held in a
country not listed on Appendix A, in order that there shall be sufficient time
for the Fund to give the approval required by the preceding paragraph and for
the Custodian to put the appropriate arrangements in place with such
Subcustodian, including negotiation of a subcustodian agreement and submission
of such subcustodian agreement to the Fund for approval.
If the Fund shall have invested in a security to be held in a country
before the foregoing procedures have been completed, such security shall be held
by such agent as the Custodian may appoint. In any event, the Custodian shall be
liable to the Fund for the actions of such agent if and only to the extent the
Custodian shall have recovered from such agent for any damages caused the Fund
by such agent. At the request of the Fund, Custodian agrees to remove any
securities held on behalf of the Fund by such agent, if practical, to an
approved Subcustodian. Under such circumstances Custodian will collect income
and respond to corporate actions on a best efforts basis.
With respect to securities and funds held by a Subcustodian, either
directly or indirectly (including by a securities depository or clearing
agency), notwithstanding any provision of this Agreement to the contrary,
payment for securities purchased and delivery of securities sold may be made
prior to receipt of the securities or payment, respectively, and securities or
payment may be received in a form, in accordance with governmental regulations,
rules of securities depositories and clearing agencies, or generally accepted
trade practice in the applicable local market. In the event that any
Subcustodian appointed pursuant to the provisions of this Section 3 fails to
perform any of its obligations under the terms and conditions of the applicable
subcustodian agreement, the Custodian shall use its best efforts to cause such
Subcustodian to perform such obligations.
In the event that the Custodian is unable to cause such Subcustodian to
perform fully its obligations thereunder, the Custodian shall forthwith upon the
Fund's request terminate such Subcustodian in accordance with the termination
provisions under the applicable subcustodian agreement and, if necessary or
desirable, appoint another subcustodian in accordance with the provisions of
this Section 3. At the election of the Fund, it shall have the right to enforce,
to the extent permitted by the subcustodian agreement and applicable law, the
Custodian's rights against any such Subcustodian for loss or damage caused the
Fund by such Subcustodian. The Custodian will not amend any subcustodian
agreement or agree to change or permit any changes thereunder except upon the
prior written approval of the Fund.
The Custodian may, at any time in its discretion upon notification to
the Fund, terminate any Subcustodian of the Fund in accordance with the
termination provisions under the applicable Subcustodian Agreement, and at the
written request of the Fund, the Custodian will terminate any Subcustodian in
accordance with the termination provisions under the applicable Subcustodian
Agreement.
If necessary or desirable, the Custodian may appoint another
subcustodian to replace a Subcustodian terminated pursuant to the foregoing
provisions of this Section 3, such appointment to be made upon approval of the
successor subcustodian by the Fund's Board of Directors or Trustees in
accordance with the provisions of this Section 3.
In the event the Custodian receives a claim from a Subcustodian under
the indemnification provision of any subcustodian agreement, the Custodian shall
promptly give written notice to the Fund of such claim. No more than thirty days
after written notice to the Fund of the Custodian's intention to make such
payment, the Fund will reimburse the Custodian the amount of such payment except
in respect of any negligence or misconduct of the Custodian.
4. Assistance by the Custodian as to Certain Matters: The Custodian may assist
generally in the preparation of reports to Fund shareholders and others, audits
of accounted, and other ministerial matters of like nature.
5. Powers and Duties of the Custodian with Respect to its Role as Financial
Agent: The Fund hereby also appoints the Custodian as the Funds financial agent.
With r4ispect to the appointment as financial agent, the Custodian shall have
and perform the following powers and duties:
A. RECORDS - To create, maintain and retain such records
relating to its activities and obligations under this Agreement as are
required under the Investment Company Act of 1940 and the rules and
regulations thereunder (including Section 31 thereof and Rules 31a-1
and 3la-2 thereunder) and under applicable Federal and State tax laws.
All such records mill be the property of the Fund and in the event of
termination of this Agreement shall be delivered to the successor
Custodian.
B. ACCOUNTS - To keep books of account and render statements,
including interim monthly and complete quarterly financial statements,
or copies thereof, from time to time as reasonably requested by proper
instructions.
C. ACCESS TO RECORDS - The books and records maintained by the
Custodian pursuant to Sections 5A and 5B shall at all times during the
Custodian's regular business hours be open to inspection and audit by
officers of, attorneys for and auditors employed by the Fund and by
employees and agents of the Securities and Exchange Commission,
provided that all such individuals shall observe all security
requirements of the Custodian applicable to its own employees having
access to similar records within the Custodian and such regulations as
may be reasonably imposed by the Custodian.
D. DISBURSEMENTS - Upon receipt of proper instructions, to pay
or cause to be paid, insofar as funds are available for the purpose,
bills, statements and other obligations of the Fund (including but not
limited to interest charges, taxes, management fees, compensation to
Fund officers and employees, and other operating expenses of the Fund).
6. Standard of Care and Related Matters:
A. Liability of the Custodian with Respect to Proper Instructions;
Evidence of Authority, Etc. The Custodian shall not be liable for any
action taken or omitted in reliance upon proper instructions believed by it
to be genuine or upon any other written notice, request, direction,
instruction, certificate or other instrument believed by it to be genuine
and signed by the proper party or parties.
The Secretary or Assistant Secretary of the Fund shall certify to
the Custodian the names, signatures and scope of authority of all persons
authorized to give proper instructions or any other such notice, request,
direction, instruction, certificate or instrument on behalf of the Fund,
the names and signatures of the officers of the Fund, the name and address
of the Shareholder Servicing Agent, and any resolutions, votes,
instructions or directions of the Fund's Board of Directors or Trustees or
shareholders. Such certificate may be accepted and relied upon by the
Custodian as conclusive evidence of the facts set forth therein and may be
considered in full force and effect until receipt of a similar certificate
to the contrary.
So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the title,
validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Agreement.
The Custodian shall be entitled, at the expense of the Fund, to
receive and act upon advice of (i) counsel regularly retailed by the
Custodian in respect of custodian matters, (ii) counsel for the Fund, or
(iii) such other counsel as the Fund and the Custodian may agree upon, with
respect to all matters, and the Custodian shall be without liability for
any action reasonably taken or omitted pursuant to such advice.
B. Liability of the Custodian with Respect to Use of Securities
System - With respect to the portfolio securities, cash and other property
of the Fund held by a Securities System, the Custodian shall be liable to
the Fund only for any loss or damage to the Fund resulting from use of the
Securities System if caused by any negligence, misfeasance or misconduct of
the Custodian or any of its agents or of any of its or their employees or
from any failure of the Custodian or any such agent to enforce effectively
such rights as it may have against the Securities System. At the election
of the Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the Securities System or any
other person which the Custodian may have as a consequence of any such loss
or damage to the Fund if and to the extent that the Fund has not been made
whole for any such loss or damage.
C. LIABILITY OF THE CUSTODIAN WITH RESPECT TO SUBCUSTODIANS - The
Custodian shall be liable to the Fund for any loss or damage to the Fund
caused by or resulting from the acts or omissions of any Subcustodian to
the extent that under the terms set forth in the subcustodian agreement
between the Custodian and the Subcustodian (or in the subcustodian
agreement between a Subcustodian and any secondary Subcustodian), the
Subcustodian (or secondary Subcustodian) has failed to perform in
accordance with the standard of conduct imposed under such subcustodian
agreement as determined in accordance with the law which is adjudicated to
govern such agreement and in accordance with any determination of any court
as to the duties of said Subcustodian pursuant to said agreement. The
Custodian shall also be liable to the Fund for its own negligence in
transmitting any instructions received by it from the Fund and for its own
negligence in connection with the delivery of any securities or funds held
by it to any Subcustodian.
D. STANDARD OF CARE; LIABILITY; INDEMNIFICATION - The Custodian
shall be held only to the exercise of reasonable care and diligence in
carrying out the provisions of this Agreement, provided that the Custodian
shall not thereby be required to take any action which is in contravention
of any applicable law. The Fund agrees to indemnify and hold harmless the
Custodian and its nominees from all claims and liabilities including
counsel fees) incurred or assessed against it or its nominees in connection
with the performance of this Agreement, except such as may arise from its
or its nominee's breach of the relevant standard of conduct set forth in
this Agreement. Without limiting the foregoing indemnification obligation
of the Fund, the Fund agrees to indemnify the Custodian and any nominee in
whose name portfolio securities or other property of the Fund is registered
against any liability the Custodian or such nominee may incur by reason of
taxes assessed to the Custodian or such nominee or other costs, liability
or expense incurred by the Custodian or such nominee resulting directly or
indirectly from the fact that portfolio securities or other property of the
Fund is registered in the name of the Custodian or such nominee.
It is also understood that the Custodian shall not be liable for any
loss involving any securities, currencies, deposits or other property of
the Fund, whether maintained by it, a Subcustodian, a securities
depository, an agent of the Custodian or a Subcustodian, a Securities
System, or a Banking Institution, or for any loss arising from a foreign
currency transaction or contract, where the loss results from a Sovereign
Risk or where the entity maintaining such securities, currencies, deposits
or other property of the Fund, whether the Custodian, a Subcustodian, a
securities depository, an agent of the Custodian or a Subcustodian, a
Securities System or a Banking Institution, has exercised reasonable care
maintaining such property or in connection with the transaction involving
such property. A "Sovereign Risk" shall mean nationalization,
expropriation, devaluation, revaluation, confiscation, seizure,
cancellation, destruction or similar action by any governmental authority,
de facto or de jure; or enactment, promulgation, imposition or enforcement
by any such governmental authority of currency restrictions, exchange
controls, taxes, levies or other charges affecting the Fund's property; or
acts of war, terrorism, insurrection or revolution; or any other act or
event beyond the Custodian's control.
E. REIMBURSEMENT OF ADVANCES - The Custodian shall be entitled to
receive reimbursement from the Fund on demand, in the manner provided in
Section 7, for its cash disbursements, expenses and charges (including the
fees and expenses of any Subcustodian or any Agent) in connection with this
Agreement, but excluding salaries and usual overhead expenses.
F. SECURITY FOR OBLIGATIONS TO CUSTODIAN - If the Fund shall
require the Custodian to advance cash or securities for any purpose for the
benefit of the Fund, including in connection with foreign exchange
contracts or options (collectively, an "Advance"), or if the Custodian or
any nominee thereof shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the
performance of this Agreement (collectively a "Liability"), except such as
may arise from its or such nominee's breach of the relevant standard of
conduct set forth in this Agreement, then in such event any property at any
time held for the account of the Fund by the Custodian or a Subcustodian
shall be security for such Advance or Liability and if the Fund shall fail
to repay or indemnify the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the Fund's property,
including securities, to the extent necessary to obtain reimbursement
indemnification.
G. Appointment of Agents - The Custodian may at any time or times
in its discretion appoint (and may at any time remove) any other bank or
trust company as its agent (an "Agent") to carry out such of the provisions
of this Agreement as the Custodian may from time to time direct, provided,
however, that the appointment of such Agent (other than an Agent appointed
pursuant to the third paragraph of Section 3) shall not relieve the
Custodian of any of its responsibilities under this agreement.
X. XXXXXX OF ATTORNEY - Upon request, the Fund shall deliver to
the Custodian such proxies, powers of attorney or other instruments as may
be reasonable and necessary or desirable in connection with the performance
by the Custodian or any Subcustodian of their respective obligations under
this Agreement or any applicable subcustodian agreement.
7. COMPENSATION OF THE CUSTODIAN: The Fund shall pay the Custodian a custody fee
based on such fee schedule as may from time to time be agreed upon in writing by
the Custodian and the Fund. Such fee, together with all amounts for which the
Custodian is to be reimbursed in accordance with Section 6D, shall be billed to
the Fund in such a manner as to permit payment by a direct cash payment to the
Custodian.
8. TERMINATION; SUCCESSOR CUSTODIAN: This Agreement shall continue in full force
and effect until terminated by either party by an instrument in writing
delivered or mailed, postage prepaid, to the other party, such termination to
take effect not sooner than seventy five (75) days after the date of such
delivery or mailing. In the event of termination the Custodian shall be entitled
to receive prior to delivery of the securities, funds and other property held by
it all accrued fees and unreimbursed expenses the payment of which is
contemplated by Sections 6D and 7, upon receipt by the Fund of a statement
setting forth such fees and expenses.
In the event of the appointment of a successor custodian, it is agreed
that the funds and securities owned by the Fund and held by the Custodian or any
Subcustodian shall be delivered to the successor custodian, and the Custodian
agrees to cooperate with the Fund in execution of documents and performance of
other actions necessary or desirable in order to substitute the successor
custodian for the Custodian under this Agreement.
9. AMENDMENT: This Agreement constitutes the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof. No provision of
this Agreement may be amended or terminated except by a statement in writing
signed by the party against which enforcement of the amendment or termination is
sought.
In connection with the operation of this Agreement, the Custodian and
the Fund may agree in writing from time to time on such provisions
interpretative of or in addition to the provisions of this Agreement as may in
their joint opinion consistent with the general tenor of this Agreement. No
interpretative or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement. The section
headings in this Agreement are for the convenience of the parties and in no way
alter, amend, limit or restrict the contractual obligations of the parties set
forth in this Agreement.
10. GOVERNING LAW: This instrument is executed and delivered in The Commonwealth
of Massachusetts and shall be governed by and construed according to the laws of
said Commonwealth.
11. NOTICES: Notices and other writings Delivered or mailed postage prepaid to
the Fund addressed to the Fund at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
or to such other address as the Fund may have designated to the Custodian in
writing, or to the Custodian at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: Manager, Securities Department, or to such other address as the
Custodian may have designated to the Fund in writing, shall be deemed to have
been properly delivered or given hereunder to the respective addressee.
12. BINDING EFFECT: This Agreement shall be binding on and shall inure to the
benefit of the Fund and the Custodian and their respective successors and
assigns, provided that neither party hereto may assign this Agreement or any of
its rights or obligations hereunder without the prior written consent of the
other party.
13. COUNTERPARTS: This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original. This Agreement shall become effective
when one or more counterparts have been signed and delivered by each of the
parties.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.
PIONEER EQUITY-INCOME FUND XXXXX BROTHERS XXXXXXXX & CO.
By: /s/ Xxxx X. Xxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxx, Xx. Xxxxxx X. Gergman
Chairman and President
