FORM OF SERVICES AGREEMENT
CLASS Y SHARES
This Agreement is made as of _________________, 2005, between Pioneer
Investment Management, Inc. ("Pioneer), a Massachusetts corporation and [ ]
("Service Company"). Pioneer is a member if the UniCredito Italiano banking
group, register of banking groups.
WHEREAS Pioneer is the investment adviser to the Pioneer Funds,
open-end management investment companies or series thereof (each portfolio is
referred to as a "Fund" or collectively as the "Funds");
WHEREAS Pioneer wishes to have Service Company perform certain
recordkeeping, shareholder communication, and other administrative services for
its customers ("Customers") with respect to Class Y shares of the Funds listed
on Exhibit A hereto, which Exhibit may be amended from time to time by Pioneer;
and
WHEREAS Service Company is willing to perform such services on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:
1. Services and Accounts. During the term of this Agreement, Service
Company shall perform the services set forth on Exhibit B hereto, as such
exhibit may be amended from time to time by mutual consent of the parties (the
"Services"). In connection with these Services, Service Company will maintain
one or more omnibus accounts per Fund (the "Accounts"). In connection with these
Accounts, Service Company represents and warrants that it has the authority to
act on behalf of and to provide the Services to the Customers.
2. Fees. In recognition of Service Company's provision of Services
outlined in this Agreement, Pioneer agrees to pay Service Company, on a calendar
quarter basis for so long as this Agreement remains in effect, a fee equal to [
]% of the average daily net assets held by Customers in the Accounts of Class Y
shares of each Fund that are held during such quarter. Service Provider will
calculate the amount of the fee payable on a quarterly basis and shall deliver a
statement showing the calculation of the fee payable to Service Provider for the
quarter and such other supporting data as may be reasonably requested by Pioneer
within 30 days of each quarter end.
The foregoing fee may be paid by Pioneer, or its affiliate, to Service
Company out of its own resources. Any payments made pursuant to this Agreement
shall be subject to the following terms and conditions:
a. Service Company shall provide to Pioneer each calendar quarter such
information as shall reasonably be requested by Pioneer with respect to the fee
paid to the Service Company pursuant to this Agreement.
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b. Service Company will permit representatives of Pioneer reasonable
access to its personnel and records to enable them to monitor the quality of
services being provided by Service Company pursuant to this Agreement.
3. Recordkeeping. Recordkeeping and other Services as set forth in
Exhibit B shall be the responsibility of Service Company and shall not be the
responsibility of Pioneer. Pioneer will recognize each Account as a single
shareholder and will not maintain separate accounts for Customers.
4. Transaction Charges. Service Company shall not, during the term of
this Agreement, assess against or collect from its customers any transaction fee
upon the purchase or redemption of any Fund's shares that are considered in
calculating the Fee.
5. Compliance with Laws. Service Company shall comply with any
applicable laws, rules and regulations relating to the Services provided by
Service Company pursuant to this agreement. Service Company represents and
warrants to Pioneer that it has obtained, and will maintain in effect during the
term of the agreement, all registrations under applicable laws, rules and
regulations that are necessary to enable it to perform its obligations under
this agreement.
6. Indemnification.
A. Service Company shall indemnify and hold harmless Pioneer, the Funds
and their directors, officers, employees, and agents ("Indemnified Parties")
from and against any and all losses, claims, liabilities and expenses (including
reasonable attorneys' fees) ("Losses") incurred by any of them arising out of
(i) Service Company's dissemination of information regarding any Fund that is
alleged to contain an untrue statement of material fact or any omission of a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading and that was not
published or provided to Service Company by or on behalf of the Funds, Pioneer
or their affiliated persons ("Affiliates"), as defined under the Investment
Company Act of 1940, as amended (the "1940 Act"), or accurately derived from
information published or provided by or on behalf of Pioneer, the Funds or any
Affiliate, (ii) any breach by Service Company of any representation, warranty or
agreement contained in this Agreement, or (iii) any willful misconduct or
negligence by Service Company in the performance of, or failure to perform, its
obligations under this Agreement, except to the extent such Losses are caused by
Pioneer's breach of this Agreement or Pioneer's willful misconduct or negligence
in the performance, or failure to perform, its obligations under this Agreement.
This Section 7(a) shall survive termination of this Agreement.
B. In any event, neither party shall be liable for any special,
consequential or incidental damages.
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7. Role and Relationship of Service Company. The parties acknowledge
and agree that the Services under this Agreement are record keeping, shareholder
communication and related services only. This Agreement does not grant Service
Company any right to purchase shares from any Fund (although it does not
preclude Service Company from purchasing any such shares), nor does it
constitute Service Company an agent of Pioneer or any Fund for purposes of
selling shares of any Fund to the public. To the extent Service Company is
involved in the purchase of shares of any Fund by Service Company's customers,
such involvement will be as agent of such customer only.
8. Price Adjustments.
A. In accordance with each Fund's error correction policy, in the event
adjustments are required to correct any error in the computation of the net
asset value and public offering price of Fund shares, Pioneer shall notify
Service Company as soon as possible after discovering the need for such
adjustments.
B. In accordance with each Fund's error correction policy, in
connection with a redemption of Fund shares, if Service Company received an
amount on behalf of an Account, in excess of the amount to which it otherwise
would have been entitled (giving effect to any price adjustment), Service
Company, when requested by Pioneer, will make a good faith attempt to collect
such excess amount from the applicable Customers. Absent Service Company's
failure to make such a good faith attempt, however, Service Company will in not
be liable to Pioneer for any such amounts if, prior to notice from Pioneer of a
price adjustment, such amounts were distributed to Customers.
C. In accordance with each Fund's error correction policy, if an
Account received an amount less than that to which it would otherwise have been
entitled prior to a price adjustment, Pioneer shall make adjustments to
accurately reflect the number of shares held in the Account.
9. Information to be Provided by Service Company. Service Company will,
upon request: (i) furnish Pioneer with monthly written statements of the number
of shares of each Fund purchased on behalf of Service Company customers resident
in one or more states or other jurisdictions indicated by Pioneer; and, (ii) on
a quarterly basis, a certification of the number of Customer accounts for each
Fund.
10. Notices. All notices required by this Agreement shall be in writing
and delivered personally or sent by first class mail. Such notices will be
deemed to have been received as of the earlier of actual physical receipt or
three (3) days after deposit, first class postage prepaid, in the U. S. Mail.
All such notices shall be made as follows:
Service Company
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Attention:
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if to Pioneer, to:
Pioneer Investment Management Shareholder Services, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
11. Nonexclusivity. Each party hereto acknowledges that the other may
enter into agreements similar to this Agreement with other parties for the
performance of services similar to those to be provided under this Agreement,
unless otherwise agreed to in writing by the parties.
12. Assignability. This Agreement is not assignable by any party
without the other party's prior written consent and any attempted assignment in
contravention hereof shall be null and void.
13. Exhibits and Schedules; Entire Agreement. All Exhibits and
Schedules to this Agreement, as they may be amended from time to time, are by
this reference incorporated into and made a part of this Agreement. This
Agreement (including the Exhibits and Schedules hereto) constitutes the entire
agreement between the parties as to the subject matter hereof and supersedes any
and all agreements, representations and warranties, written or oral, regarding
such subject matter made prior to the time at which this Agreement has been
executed and delivered by Service Company and Pioneer and/or any of its
Affiliates.
14. Anti-Money Laundering Program. Service Provider hereby acknowledges
that: (i) they have adopted an anti-money laundering program that complies with
the requirements of applicable anti-money laundering laws, including the USA
Patriot Act, the Bank Secrecy Act and applicable regulations thereunder; (ii)
they regularly search their databases for shareholder/customer names and
countries appearing on U.S. governmental agencies' lists of prohibited persons
(e.g., lists maintained by the Office of Foreign Assets Control); and (iii) they
monitor their compliance with such program. Service Provider agrees to notify
Pioneer of any: (i) identified instances of non-compliance that involve an
account related to the Funds or Pioneer (a "Pioneer Related Account"), either
through a shareholder or transaction(s); and (ii) other anti-money laundering
issues that may arise with respect to a Pioneer Related Account. Service
Provider agrees to notify Pioneer with such periodic certifications of
compliance as Pioneer may reasonably request.
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15. Short-Term Trading. Service Provider agrees to use reasonable
efforts to assist Pioneer by discouraging short-term trading in the Funds,
consistent with the policies of Pioneer and each Fund as described in the Fund's
prospectus. Service Provider further agrees to notify Pioneer in the event that
Service Provider becomes aware of any short-term trading that is inconsistent
with such policies with respect to any intermediary or account, including any
aggregate activity by accounts under common control. Pioneer reserves the right
to restrict the ability of account holders engaging in short-term trading to
effect transactions in the Funds, in accordance with the prospectus. Service
Provider agrees that upon notice from Pioneer that any short-term activity is
disruptive to the fund(s), to terminate such account holder and/or intermediary
from subsequent Fund purchases or exchanges.
16. Amendment. This Agreement and the Exhibits and Schedules hereto may
be amended only by a writing executed by each party hereto that is to be bound
by such amendment.
17. Governing Law. This Agreement will be governed by and interpreted
under the laws of The Commonwealth of Massachusetts as applied to contracts
entered into and to be performed entirely within the Commonwealth.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.
19. Effectiveness of Agreements; Termination.
A. The initial term of this Agreement shall commence on the date of the
parties signatures and shall continue for a period of three (3) years (the
"Initial Term"). Upon expiration of the Initial Term, this Agreement will
continue with automatic renewals for additional one (1) year terms, unless
written notice of non-renewal is delivered by either party to the other party
not less than thirty (30) days prior to the expiration date. Notwithstanding the
foregoing, this Agreement may be terminated immediately by either party, without
regard for the proper terms of notice and dates, if one of the parties commits a
material breach of its obligations under this Agreement.
B. After the date of termination as to a Fund, Pioneer will not be
obligated to pay the Fee with respect to any shares of the Fund that are first
held in Service Company customer accounts after the date of such termination.
However, notwithstanding any such termination, Pioneer will remain obligated to
pay Service Company the Fee as to each share of the Fund that was considered in
the calculation of the Fee as of the date of termination (a "Pre-Termination
Share") for so long as such Pre-Termination Share is held in any Service Company
account and Service Company continues to perform substantially all of the
Services as to such Pre-Termination Share, and this Agreement will otherwise
remain in full force and effect as to any such Pre-Termination Share.
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IN WITNESS WHEREOF, the parties have executed this Agreement by a duly
authorized representative of the parties hereto.
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[Service Company]
By:
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Name:
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Title:
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Pioneer Investment Management, Inc.
By:
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Name:
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Title:
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EXHIBIT A
Class Y shares of beneficial interest in:
[List of Funds]
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EXHIBIT B
SERVICES
1. Record Maintenance
Service Company shall maintain the following records for each
customer who beneficially owns Fund shares through a Service Company account:
A. number of shares;
B. date, price and amount of purchases and redemptions
(including dividend reinvestments) and dates and
amounts of dividends paid for at least the current
year to date;
C. name and address of the customer, including zip codes
and social security numbers or taxpayer
identification numbers;
D. records of distributions and dividend payments;
E. any transfers of shares; and
F. overall control records.
2. Shareholder Communications
Service Company shall:
A. Provide to a shareholder mailing agent for the purpose of
mailing certain Fund-related materials the names and addresses of all Service
Company customers who hold shares of such Fund in their Service Company
accounts. The shareholder mailing agent shall be a person or entity with whom
the Fund has arranged for the distribution of certain Fund-related materials.
The Fund-related materials shall consist of updated prospectuses and any
supplements and amendments thereto, annual and other periodic reports, proxy or
information statements and other appropriate shareholder communications. In the
alternative, Service Company may distribute the Fund-related materials to its
customers;
B. Mail current Fund prospectuses and statements of additional
information and annual and other periodic reports upon customer request and, as
applicable, with confirmation statements;
C. Mail statements to customers on a monthly basis (or, as to
accounts in which there has been no activity in a particular month, no less
frequently than quarterly) showing, among other things, the number of shares of
each Fund owned by such customer and the net asset value of such Fund as of a
recent date;
D. Produce and mail to customers confirmation statements
reflecting purchases and redemptions of shares of each Fund in Service Company
accounts;
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E. Respond to customer inquiries regarding, among other
things, share prices, account balances, dividend amounts and dividend payment
dates;
F. Distribute all proxy material furnished by Pioneer to each
Customer and vote the shares as directed by such Customers. Where specific proxy
voting rights have not been granted to Service Company by a Customer, Service
Company will not in any way recommend action in connection with or oppose or
interfere with the solicitation such proxies.
3. Transactional Services
Service Company shall communicate, as to shares of each Fund,
purchase, redemption and exchange orders reflecting the orders it receives from
its customers. Service Company shall also communicate, as to shares of each
Fund, mergers, splits and other reorganization activities.
4. Tax Information Returns and Reports
Service Company shall prepare and file with the appropriate
governmental agencies, such information, returns and reports as are required to
be so filed for reporting (i) dividends and other distributions made, (ii)
amounts withheld on dividends and other distributions and payments under
applicable federal and state laws, rules and regulations, and (iii) gross
proceeds of sales transactions as required.
5. Fund Communications
Service Company shall, on a daily basis and for each Fund,
report the number of shares on which the Fee is to be paid pursuant to this
Agreement and the number of shares on which no such Fee is to be paid. Service
Company shall also provide each Fund with monthly summaries of reports. Such
summaries shall be expressed in both shares and dollar amounts.
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