EXHIBIT (k)(4)
[MELLON LOGO]
MEELON INVESTOR SERVICES
A Mellon Financial Company(SM)
SERVICE AGREEMENT
FOR
SUB-TRANSFER AGENT SERVICES
TO
PIONEER FLOATING RATE TRUST
THIS SERVICE AGREEMENT FOR SUB-TRANSFER AGENT SERVICES (this "Agreement")
between Pioneer Investment Management Shareholder Services, Inc., a
Massachusetts corporation and a Member of the UniCredito Italiano Banking Group,
Register of Banking Groups ("Client") and Mellon Investor Services LLC, a New
Jersey limited liability company ("Mellon"), is dated as of________________.
1. APPOINTMENT. Client is the transfer agent for Pioneer Floating Rate Trust, a
Delaware statutory trust (the "Trust"). Client appoints Mellon as sub-transfer
agent, registrar and dividend disbursing agent for the Trust and Mellon accepts
such appointment in accordance with the following terms and conditions for all
authorized Trust shares of each class of stock listed in EXHIBIT A hereto (the
"Shares").
2. TERM OF AGREEMENT.
(a) This Agreement shall commence on the date hereof and shall continue
for a term of three years (the "Initial Term"). Unless either party gives
written notice of termination of this Agreement at least 60 days prior to the
end of the Initial Term, or any successive one-year term, this Agreement shall
automatically renew for an additional one-year term. Notwithstanding the
preceding sentences, this Agreement will automatically terminate without penalty
if the Trust terminates the transfer agency agreement between the Trust and the
Client with reasonable notice to Mellon of such termination.
(b) Prior to termination of this Agreement, Client shall provide Mellon
with written instructions as to the disposition of records, as well as any
additional documentation reasonably requested by Mellon. Except as otherwise
expressly provided in this Agreement, the respective rights and duties of Client
and Mellon under this Agreement shall cease upon termination of the appointment,
provided that, if necessary in order to accommodate orderly conversion of
shareholder records to a new sub-transfer agent, the parties obligations under
this Agreement shall continue until such conversion is completed, provided such
conversion occurs within 90 days from the termination.
3. DUTIES OF MELLON. Commencing on the Effective Date, Mellon shall provide the
services listed in EXHIBIT B hereto, in the performance of its duties as
sub-transfer agent, registrar, and dividend disbursing agent.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CLIENT.
(a) Client has obtained the following representations, warranties and
covenants from the Trust as to which Mellon is specifically authorized to rely:
(i) the Shares issued and outstanding on the date hereof have been duly
authorized, validly issued and are fully paid and are non-assessable; and any
Shares to be issued hereunder, when issued, shall have been duly authorized,
validly issued and fully paid and will be non-assessable;
(ii) the Shares issued and outstanding on the date hereof (other than
shares issued to Pioneer Investment Management, Inc. in connection with the
initial capitalization of the Trust) have been duly registered under the
Securities Act of 1933, as amended (the "Securities Act"), and such registration
has become effective, or are exempt from such registration; and have been duly
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or are exempt from such registration;
(iii) any Shares to be issued hereunder, when issued shall have been duly
registered under the Securities Act and such registration shall have become
effective or shall be exempt from such registration; and shall have been duly
registered under the Exchange Act, or shall be exempt from such registration;
(iv) the Trust has paid or caused to be paid all taxes, if any, that were
payable upon or in respect of the original issuance of the Shares issued and
outstanding on the date hereof; and
(v) the execution and delivery of this Agreement, and the issuance and
any subsequent transfer of the Shares hereunder, do not and will not
conflict with, violate, or result in a breach of, the terms,
conditions or provisions of, or constitute a default under, the
Agreement and Declaration of Trust or the By-Laws of the Trust, any
law or regulation, any order or decree of any court or public
authority having jurisdiction, or any mortgage, indenture, contract,
agreement or undertaking to which the Trust is a party or by which
it is bound.
(b) Client represents, warrants and covenants to Mellon that:
(i) it is a corporation duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts and has all
corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its
business as now conducted.
(ii) The execution and delivery of this Agreement does not and will not
conflict with, violate, or result in a breach of, the terms,
conditions or provisions of, or constitute a default under the
charter or by the by-laws of Client, any law or regulation, any
order or decree of any court or public authority having jurisdiction
or result in a material breach of, or constitute a material default
under, any mortgage, indenture, contract, agreement or undertaking
to which Client is a party or by which it is bound and this
Agreement is enforceable against Client in accordance with its
terms, except as may be limited by bankruptcy, insolvency,
moratorium, reorganization and other similar laws affecting the
enforcement of `creditors' rights generally; and
(iii) Client has been duly appointed and is qualified to act in the United
States as transfer agent, registrar and disbursing agent for the
Shares. Client has filed with the SEC or its applicable regulatory
authority all annual reports on Form TA-2 under the Exchange Act, as
amended;
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(iv) Client is duly and validly registered as a "transfer agent" in
accordance with Section 17 (c) of the Exchange Act, as amended;
(v) Client agrees to provide the documentation and notifications listed
in EXHIBIT C hereto. Client further agrees to deliver an opinion of
counsel as provided in Section 7(a) and (b) of Exhibit C upon
further original issuance of Shares for which Mellon will act as
sub-transfer agent hereunder.
5. COMPENSATION AND EXPENSES. Commencing on the Effective Date, Client shall
compensate Mellon for its services hereunder in accordance with the fee
schedules listed in EXHIBIT B hereto. After the second anniversary of the
Effective Date, such fees may be adjusted annually, on or about each anniversary
of the Effective Date, by the annual percentage of change in the latest Consumer
Price Index of All Urban Consumers (CPI-U) United States City Average, as
published by the U.S. Department of Labor, Bureau of Labor Statistics plus one
half percent (0.5%). In accordance with EXHIBIT B hereto, Client shall reimburse
Mellon for all reasonable expenses, disbursements or advances incurred by it in
accordance herewith. All amounts owed to Mellon hereunder are due upon receipt
of the invoice. Delinquent payments are subject to a late payment charge of one
and one half percent (1.5%) per month commencing forty-five (45) days from the
invoice date. Client agrees to reimburse Mellon for any attorney's fees and any
other costs associated with collecting delinquent payments.
6. SCOPE OF AGENCY.
(a) Mellon shall act solely as agent for Client under this Agreement and
owes no duties hereunder to any other person other than the Client and the
Trust. Mellon undertakes to perform the duties and only the duties that are
specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against Mellon.
(b) Mellon may rely upon, and shall be protected in acting or refraining
from acting in reliance upon, (i) any communication from Client, (ii) any
communication from any predecessor sub-Transfer Agent or predecessor Transfer
Agent or from any Registrar (other than Mellon), predecessor Registrar or
co-Registrar, or (iii) any other written instruction, notice, request,
direction, consent, report, certificate, or other instrument, paper, document or
electronic transmission believed by Mellon to be genuine and to have been signed
or given by the proper party or parties. In addition, Mellon is authorized to
refuse to make any transfer it deems improper.
(c) Mellon may consult with counsel (including internal counsel) whose
advice shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.
(d) Any instructions given by Client to Mellon orally shall be confirmed
in writing by Client as soon as practicable. Mellon shall not be liable or
responsible and shall be fully authorized and protected for acting, or failing
to act, in accordance with any
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oral instructions that do not conform with the written confirmation received in
accordance with this Section 6(d).
(e) Mellon may perform any of its duties hereunder either directly or by
or through agents or attorneys. Mellon shall not be liable or responsible for
any misconduct or negligence on the part of any agent or attorney appointed with
reasonable care by Mellon hereunder.
(f) Mellon shall not be obligated to take any legal action hereunder; if,
however, Mellon determines to take any legal action hereunder, and, where the
taking of such legal action might in Mellon's judgment subject or expose Mellon
to any expense or liability, Mellon shall not be obligated to act unless it
shall have been furnished with an indemnity satisfactory to it.
7. INDEMNIFICATION. Client shall indemnify Mellon for, and hold it harmless
against, any loss, liability, claim or expense ("Loss") arising out of or in
connection with its duties under this Agreement or this appointment, including
the costs and expenses of defending itself against any Loss or enforcing this
Agreement, except to the extent that such Loss shall have been determined by a
court of competent jurisdiction to be a result of Mellon's gross negligence or
intentional misconduct.
8. LIMITATION OF LIABILITY.
(a) In the absence of gross negligence or intentional misconduct on its
part, Mellon shall not be liable for any action taken, suffered, or omitted by
it or for any error of judgment made by it in the performance of its duties
under this Agreement. In no event will Mellon be liable for special, indirect,
incidental, consequential or punitive loss or damages of any kind whatsoever
(including but not limited to lost profits), even if Mellon has been advised of
the possibility of such damages. Any liability of Mellon will be limited in the
aggregate to an amount equal to twelve (12) times the monthly administrative fee
to be paid by Client as set forth in EXHIBIT B hereto.
(b) In the event any question or dispute arises with respect to Mellon's
duties hereunder, Mellon shall not be required to act or be held liable or
responsible for its failure or refusal to act until the question or dispute has
been (i) judicially settled (and, if appropriate, Mellon may file a suit in
interpleader or for a declaratory judgment for such purpose) by final judgment
rendered by a court of competent jurisdiction that is binding on all parties
interested in the matter and is no longer subject to review or appeal, or (ii)
settled by a written document in form and substance satisfactory to Mellon and
executed by Client. In addition, Mellon may require for such purpose, but shall
not be obligated to require, the execution of such written settlement by parties
that may have an interest in the settlement.
9. FORCE MAJEURE. Mellon shall not be liable for any failures, delays or losses,
arising directly or indirectly out of conditions beyond its reasonable control,
including, but not limited to, acts of government, exchange or market ruling,
suspension of trading, work stoppages or labor disputes, civil disobedience,
riots, rebellions, electrical or
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mechanical failure, computer hardware or software failure, communications
facilities failures including telephone failure, war, terrorism, insurrection,
fires, earthquakes, storms, floods, acts of God or similar occurrences.
10. MARKET DATA. Client acknowledges that Mellon may provide real-time or
delayed quotations and other market information and messages ("Market Data"),
which Market Data is provided to Mellon by certain national securities exchanges
and associations who assert a proprietary interest in Market Data disseminated
by them but do not guarantee the timeliness, sequence, accuracy or completeness
thereof. Client agrees and acknowledges that Mellon shall not be liable in any
way for any loss or damage arising from or occasioned by any inaccuracy, error,
delay in, omission of, or interruption in any Market Data or the transmission
thereof.
11. BANKRUPTCY; NON-PAYMENT; REORGANIZATION. Mellon may suspend transfers and/or
terminate this Agreement if (i) Client fails to pay amounts due or defaults on
any of its material obligations hereunder; (ii) any proceeding in bankruptcy,
reorganization, receivership or insolvency is commenced by or against Client,
Client shall become insolvent, or shall cease paying its obligations as they
become due or makes any assignment for the benefit of its creditors; or (iii)
Client is acquired by or is merged with or into another entity where Client is
not the surviving company, or Client sells, transfers or assigns all or
substantially all of its assets. Client agrees that in the event this Agreement
is terminated for any of the foregoing reasons, all fees earned and expenses
incurred by Mellon up to and including the date of such termination, as well as
all unrealized fees that Mellon would have earned through the expiration of the
then current term had such Agreement remained in effect through such date, shall
be immediately due and payable to Mellon upon such termination. Unrealized fees
for each month or part thereof in the period commencing on such termination date
and ending on the expiration date of the then current term shall be calculated
based on the average monthly fees charged to Client by Mellon hereunder for the
twelve (12) month period ending on such termination date (or for such shorter
period that Client has received services from Mellon hereunder if at the time of
such termination, Mellon has not been providing transfer agent services to
Client hereunder for a full twelve (12) month period).
12. LOST CERTIFICATES. Mellon shall not be obligated to issue a replacement
share certificate for any share certificate reported to have been lost,
destroyed or stolen unless Mellon shall have received: (i) an affidavit of such
loss, destruction or theft; (ii) a bond of indemnity in form and substance
satisfactory to Mellon; and (iii) payment of all applicable fees.
13. LOST STOCKHOLDERS. Mellon shall conduct two database searches to locate lost
stockholders as required by Rule 17Ad-17 under the Exchange Act, without charge
to the stockholder. If a new address is obtained in a database search for a lost
stockholder, Mellon shall conduct a verification mailing and update its records
for such stockholder accordingly. If a new address is not obtained for any lost
stockholders, Mellon shall conduct a more in-depth search for the purpose of
locating such lost stockholders using the services of a locating service
provider selected by Mellon. The fee charged to the located stockholder may not
exceed the lesser of 35% of the asset value of such
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stockholder's property or the maximum statutory fee permitted by the applicable
state jurisdiction.
14. NOTICES. All notices, demands and other communications given pursuant to
this Agreement shall be in writing, shall be deemed effective on the date of
receipt, and may be sent by facsimile, overnight delivery service, or by
certified or registered mail, return receipt requested to:
If to Client: with an additional copy to:
Pioneer Investment Management Pioneer Investment Management USA Inc.
Shareholder Services, Inc. 00 Xxxxx Xxxxxx
00 Xxxxx Xxxxxx Xxxxxx, XX 00000
Xxxxxx, XX 00000 Attn: General Counsel
Attn: Xxxxx Xxxxxxxx Tel: (000) 000-0000
Tel: (000) 000-0000 Fax: (000) 000-0000
Fax: (000) 000-0000
If to Mellon: with an additional copy to:
Mellon Investor Services LLC Mellon Investor Services LLC
000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxx Xxxxxx
Xxxx Xxxxxxxx, XX 00000 00 Xxxxxxxxxx Xxxx
Attn: Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxx, XX 00000
Tel: (000) 000-0000 Attn: Legal Department
Fax: (000) 000-0000 Tel: 000-000-0000
Fax: 000-000-0000
15. SUBMISSION TO JURISDICTION; FOREIGN LAW.
(a) Client hereby irrevocably submits to the non-exclusive jurisdiction of
any New York State court sitting in New York City or the United States District
Court for the Southern District of New York in any action or proceeding arising
out of or relating to this Agreement, and Client hereby irrevocably agrees that
all claims in respect of such action or proceeding may be heard and determined
in such New York State court or in such United States Federal court. Client
hereby irrevocably waives, to the fullest extent it may effectively do so, the
defense of an inconvenient forum to the maintenance of such action or proceeding
or a defense based on the grounds of jurisdiction with respect thereto. The
Client agrees that, to the fullest extent permitted by applicable laws, a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.
(b) Mellon shall not be required hereunder to comply with the laws or
regulations of any country other than the United States of America or any
political subdivision thereof. Mellon may consult with foreign counsel, at
Client's expense, to
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resolve any foreign law issues that may arise as a result of Client or the Trust
being subject to the laws or regulations of any foreign jurisdiction.
16. MISCELLANEOUS.
(a) AMENDMENTS. This Agreement may not be amended or modified in any
manner except by a written agreement signed by both Client and Mellon. Client
and Mellon agree to enter into discussions to amend the Fee Schedule (EXHIBIT B)
if the number of shareholders increases or decreases by more than 7% in any 12
month period or the nature of services provided materially changes.
(b) GOVERNING LAW. This Agreement shall be governed by, construed and
interpreted in accordance with the laws of the State of New York, without regard
to principles of conflicts of law.
(c) SURVIVAL OF TERMS. Sections 5, 7 and 8 hereof shall survive
termination of this Agreement.
(d) ASSIGNMENT. This Agreement may not be assigned, or otherwise
transferred, in whole or in part, by either party without the prior written
consent of the other party, which the other party will not unreasonably
withhold, condition or delay. Any attempted assignment in violation of the
foregoing will be void.
(e) HEADINGS. The headings contained in this Agreement are for the
purposes of convenience only and are not intended to define or limit the
contents of this Agreement.
(f) SEVERABILITY. Whenever possible, each provision of this Agreement will
be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement is found to violate a law, it will
be severed from the rest of the Agreement and ignored.
(g) COUNTERPARTS. This Agreement may be executed manually in any number of
counterparts, each of which such counterparts, when so executed and delivered,
shall be deemed an original, and all such counterparts when taken together shall
constitute one and the same original instrument.
(h) ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
of the parties with respect to the subject matter hereof and supercedes all
prior written or oral communications, understandings, and agreements with
respect to the subject matter of this Agreement. The parties acknowledge that
the Exhibits hereto are an integral part of this Agreement.
(i) BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give any person or entity other than Mellon, Client and the Trust
any legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of Mellon, Client and the
Trust.
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[The remainder of this page has been intentionally left blank. Signature page
follows.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers as of the day and year above written.
PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC.
By: ________________________________
Name: Xxxxx Xxxxxxxx
Title: President and CEO
MELLON INVESTOR SERVICES LLC
By: ________________________________
Name: Xxxxxxxxxx Xxxxxxxxx
Title: Vice President
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Exhibit A
[MELLON LOGO]
MEELON INVESTOR SERVICES
A Mellon Financial Company(SM)
STOCK SUBJECT TO THE AGREEMENT
Number of
Number of Authorized
Authorized Shares Reserved
Shares Issued and for Future
Number of Outstanding Issuance Under
Authorized (including Existing
Class of Stock Shares Treasury Shares) Agreements
-------------- ---------- ----------------- ----------------
Common Shares Unlimited Unlimited
A-1
Exhibit B
[MELLON LOGO]
MEELON INVESTOR SERVICES
A Mellon Financial Company(SM)
SERVICES TO BE PROVIDED AND SCHEDULE OF FEES
ACCEPTANCE & CONVERSION Waived
Under normal circumstances, Mellon Investor Services (Mellon) will not charge an
acceptance and conversion fee for the assumption of shareholder records in an
automated tape format. However, Mellon reserves the right to review the layout
and integrity of the shareholder records prior to waiving the acceptance and
conversion fee. Any charge will be discussed with the company prior to work
commencing. If this Agreement is terminated prior to the Effective Date, Client
shall pay Mellon's fees and expenses incurred in connection with conversion
services performed up to and including the date of such termination.
ISSUES COVERED: Common (1)
(additional issues are subject to additional fees.)
ADMINISTRATION & ACCOUNT MAINTENANCE
ADMINISTRATION (Per month) $ 1,500.00
Mellon will assign a Client Service Manager to consult with Client on all facets
of stock transfer administration, including, but not limited to, securities
regulations, transfer requirements, structuring of annual meetings, stock option
exercises, cash and stock dividends, etc.
EACH ACTIVE ACCOUNT MAINTAINED (Per annum - billed monthly) $5.25
Active Account: An account with a share balance greater than zero or outstanding
cash balances or taxable income that has not yet been reported to the Internal
Revenue Service.
EACH INACTIVE ACCOUNT MAINTAINED (Per annum - billed monthly) $3.01
Inactive Account: An account with a share balance equal to zero and no
outstanding cash balances and no taxable income to be reported to the Internal
Revenue Service.
OFAC REPORTING FEE (Per month) Included in Monthly Fee
(the Administration and Account Maintenance fees cover all of the services, and
are subject to the allowances, listed below)
B-1
ACCOUNT MAINTENANCE FUNCTIONS
- Opening new accounts
- Posting debits and credits
- Maintaining certificate history
- Placing and releasing stop transfer notations
- Consolidating accounts
- Coding accounts requiring special handling (e.g. "bad address,"
"do not mail," "VIP," etc.)
- Processing address changes
- Responding to shareholder correspondence
- Providing a toll-free phone number for shareholder inquiries
- Obtaining and posting Taxpayer Identification Number certifications pursuant
to IDTCA regulations
- Maintaining inactive accounts for the purpose of research and tax reporting
- Closing (purging) inactive accounts that meet selective criteria
- Providing Client and its shareholders with on-line access to shareholder
records
- Maintaining the shareholder's consent to electronic delivery of materials
- Training on all aspects of Mellon's stock transfer system
- Review and reporting of information required by the Office of Foreign Asset
Control
SECURITY ISSUANCE FUNCTIONS
- Qualifying under the rules of the NYSE and NASDAQ/AMEX to act in the dual
capacity as transfer agent and registrar
- Maintaining mail and window facilities for the receipt of transfer requests
- Maintaining and securing unissued certificate inventory and supporting
documents
- Examining issuance or transfer requests to ensure that proper authority is
being exercised
- Verifying (to the extent possible) that surrendered certificates are genuine
and have not been altered
- Verifying that original issuances are properly authorized and have necessary
regulatory approval
- In connection with requests for transfer, verifying that Shares issued equal
the amount surrendered
- Place and remove stop orders on Shares
- Verifying that no stop orders are held against Shares submitted for transfer
- Issuing and registering new securities
- Recording canceled and issued securities
- Canceling surrendered certificates
- Delivering completed transfers
- Processing restricted and legal transfers upon presentment of appropriate
supporting documentation
- Preparing daily transfer or management summary journals
- Replacing lost, destroyed or stolen certificates (charge imposed on
shareholder)
PROXY AND ANNUAL MEETING FUNCTIONS
Providing a tape as of record date
ALLOWANCE FEE
Number of active accounts maintained 1,000 $ 5.25
Number of legal review items processed $25.00
Number of certificates issued and book entry credits 250 $ 2.00
B-2
Number of certificates cancelled and book entry debits 250 $ 2.00
Number of Stops maintained, per stop, per month $ 0.05
Number of Stops removed, each $ 0.05
Number of additional mailings per year (including one enclosure) 1 See Below
Number of reports or analyses 5 See Below
Number of lists or labels 5 See Below
Number of shareholder telephone calls handled by Interactive Voice
Response System 30 $ 1.50
Number of shareholder telephone calls transferred out of the IVR to
a Customer Service Representative 15 $ 5.25
Number of correspondence items responding to shareholder inquiries 120 $15.00
Number of Investor ServiceDirect(R) transactions 100 $ 1.50
(ISD transactions are defined as any shareholder transaction initiated through
ISD, including, but not limited to, share sales or purchases, duplicate
statement or tax form requests, address or pin changes, account changes or
updates and certificate requests)
B-3
DIVIDEND DISBURSEMENT FEE Included
Number of dividends processed per year 12
(the dividend disbursement fee includes all of the services listed below)
- Preparing and mailing checks
- Reconciling checks
- Preparing payment register in list form
- Withholding and filing taxes for non-resident aliens and others
- Filing federal tax information returns
- Processing "B" and "C" notices received from the IRS
- Mailing required statements (Form 1099DIV or Form 1042) to registered holders
- Maintaining stop payment files and issuing replacement checks
- Maintaining separate dividend addresses
- Receiving, verifying and posting funds to cover entire dividend distribution
on mailing date of checks
ESCHEATMENT SERVICES
Annual Compliance Services Included
SEC mandated electronic database and new address retrieval mailing $3.00 per account
($250.00 minimum)
Each state mandated due diligence mailing $2.50 per account
($250.00 minimum)
In-Depth Search and Location Services No charge to company
(Annual compliance services include all of the services listed below)
- Assist in establishing compliance with the unclaimed property requirements
of all jurisdictions that may have a claim on escheatable property held by
your organization
- Processing records and property subject to reporting based upon current
state statutes, rules, and regulations
- Requesting penalty and interest release agreements and indemnification
from future claim agreements (on property remitted) from the states that
offer such agreements
- Identifying property that has become escheatable since the last filing date
- Assist in reviewing state regulations to determine if there have been any
changes in reporting procedures
- Reporting and remitting property to states
B-4
CLIENT SERVICE DIRECT(R) SYSTEM ACCESS
(the Client ServiceDirect fee includes all of the services listed below) Included
- Providing client access to Mellon's mainframe inquiry and internet based
system for management reporting and shareholder records
- Providing daily data on registered shareholders
- Providing daily access to proxy tabulation file during proxy season
ELECTRONIC DIRECT STOCK PURCHASE PLAN (SEPARATE AGREEMENT WITH MELLON BANK, N.A) By Appraisal
(the Electronic Direct Stock Purchase Plan fee includes all of the services
listed below)
- Program set up and administration
- Internet HTML, PDF, company site linking and enrollment wizard
CORPORATE GOVERNANCE AND SHAREHOLDER MEETING CONSULTING By Appraisal
(the Corporate Governance and Shareholder Meeting Consulting fee includes all of
the services listed below)
- Introductory call on corporate governance profile and proposals
- Confirmation of Mail Plan: Review of Company shareholder profile and
proposals for Annual Meeting with best mail plan recommendation to maximize
savings
- Vote Report: Set up and delivery of up to 15 Vote Reports
- Consultation in connection with third party proxy advisors' recommendations
on proposals
SPECIAL SERVICES
Legending book entry shares, each legend $ 2.50
Record Storage, per month (includes up to 20 boxes) $ 50.00
Each additional box $ 2.50
Special Check Handling $ 50.00
Company/Trustee distribution set up $1,500.00
(per recordkeeper, per issue)
Per Wire Transfer $ 50.00
- Processing returned authorization forms
- Posting bank information to accounts
- Creating pre-note transactions and sending to clearinghouse
- Following up on rejects
- Produce and mail checks for returned items
B-5
ADDITIONAL SERVICES AVAILABLE UPON REQUEST
SHAREHOLDER LISTS AND ANALYSES
(Minimum charge for each of the below services) $250.00
Lists, per name listed $ 0.05
Labels, per label printed $ 0.05
Analysis, per name passed on database $ 0.02
Analysis, per name listed in report $ 0.05
Custom Lists or Analyses By Appraisal
STANDARD MAILING SERVICES
(Minimum charge for each of the below services) $500.00
Addressing mailing medium, per name $ 0.05
Affixing labels, per label $ 0.04
Machine Inserting
1st Enclosure, per piece $ 0.05
2nd Enclosure, per piece $ 0.04
Each Enclosure thereafter, per piece $ 0.03
Manual Inserting By Appraisal
OTHER SERVICES
Confidential Proxy Voting By Appraisal
Dividends - Special Cash Dividends By Appraisal
Electronic Distribution of Materials By Appraisal
Foreign Tax Re-claim By Appraisal
Householding of Annual Meeting and Other Materials By Appraisal
Interactive Online Meeting Services By Appraisal
Logistics Services (including document transportation, fulfillment, printing
and media placement) By Appraisal
Mailing Quarterly or Periodic Reports By Appraisal
Maintaining Mail Lists By Appraisal
Secondary Offerings or Closings By Appraisal
Stock Splits and Stock Dividends By Appraisal
Special Meetings By Appraisal
Survey Tabulation By Appraisal
B-6
ADDITIONAL SERVICES PROVIDED BY MELLON
In addition to transfer agent services, Mellon Investor Services also provides
the following related services. Contact your Sales Representative or Client
Service Manager for additional information.
Bank/Broker Distributions
Corporate Stock Buy-Back Services
Custodial Services
Direct Purchase & Dividend Reinvestment Services
Employee Stock Option Plan Administration
Employee Stock Purchase Plan Administration
Escrow Services
Exchange or Tender Offer Processing
Financial Planning Services
Odd-Lot Program Administration
Proxy Solicitation
StockWatch (beneficial owner identification)
Subscription Agent Services
Rights Agency
Warrant Agency
B-7
EXPENSES AND OTHER CHARGES
Fees and Out of Pocket Expenses: The cost of stationery and supplies, including
but not limited to transfer sheets, dividend checks, envelopes, and paper stock,
together with any disbursement for telephone, postage, mail insurance, travel
for annual meeting, link-up charges for ADP and tape charges from DTC are billed
in addition to the above fees. All charges and fees, out of pocket costs,
expenses and disbursements of Mellon are due and payable by Client upon receipt
of an invoice from Mellon.
With respect to any shareholder mailing processed by Mellon, Client shall, at
least one business day prior to mail date, provide immediately available funds
sufficient to cover all postage due on such mailing. For any dividend mailing,
Client shall, at least one business day prior to the mail date, also provide
immediately available funds sufficient to pay the aggregate amount of dividends
to be paid.
Share Sale Program: Client hereby appoints Mellon to administer, through
Mellon's affiliate, Mellon Bank, N.A., a program allowing Client's shareholders
to liquidate book-entry shares, held in the Direct Registration System ("DRS"),
pursuant to the Client's stock purchase and/or dividend reinvestment plan. The
charge for each such sale, and the process for selling such shares, shall be as
described in the Client's plan. If Client does not have a separate stock
purchase or dividend reinvestment plan, then Client hereby appoints and directs
Mellon to implement and administer, through Mellon Bank, N.A., a share selling
program allowing Client's shareholders to liquidate DRS shares. The transaction
fee for each such sale shall be $15.00 plus $0.12 per share. Under the program,
upon receipt of a sell request by a registered shareholder, Mellon Bank, N.A.
will process the request through FutureShare Financial ("FSF"), a registered
broker/dealer and member of NASD/SIPC and an affiliate of Mellon. Proceeds of
the sale will be sent to the shareholder in the form of a check (less the
transaction fee). Sale requests will typically be combined with other sale
requests received from Client shareholders and shares will be submitted in bulk
to FSF for sale. Shares will be sold usually within one business day of Mellon's
receipt of the sale request, but in no event more than five business days
(except where deferral is necessary under state or federal regulations). The
price per share received by the selling shareholder will equal the market price
Mellon receives for the shares (or if more than one bulk trade is executed on
the day the shares are sold, then the price per share shall equal the weighted
average market price received for all Client shares sold that day).
Conversion: If an out-of-proof condition exists on the Effective Date, and such
condition is not resolved within 90 calendar days thereafter, Client agrees to
provide Mellon with funds or shares sufficient to resolve the out-of-proof
condition promptly after the expiration of such 90 day period.
Offering Administrative Fee: A minimum fee of $5,000.00 will be imposed for
administration of closings for initial public offerings and secondary offerings.
This fee
B-8
covers the coordination of required efforts between Mellon, the Client's
underwriters, the banknote company and DTC in order to effect the closing. The
issuance of up to 200 certificates and/or book-entry credits is included in this
fee. Certificates and/or book entry credits in excess of 200 will be billed at
$2.00 each. This fee is in addition to any fees Mellon may charge for
coordination of selling shareholders, custody services and/or escrow services.
Deconversion: Upon expiration or termination of this Agreement, Client shall pay
Mellon a fee for deconversion services (e.g., providing shareholder lists and
files, producing and shipping records, answering successor agent inquiries).
This fee shall be based on Mellon's then-current deconversion fee schedule.
Mellon may withhold the Client's records, reports and unused certificate stock
pending Client's payment in full of all fees and expenses owed to Mellon under
this Agreement.
Legal Expenses, System Modifications: Certain expenses may be incurred in
resolving legal matters that arise in the course of performing services
hereunder. This may result in a separate charge to cover Mellon's expenses
(including the cost of external or internal counsel) in resolving such matters;
provided that any legal expenses charged to the Client shall be reasonable.
In the event any federal, state or local laws, rules or regulations are enacted
that require Mellon to (i) make any adjustments and/or modifications to its
current system, or (ii) provide additional services to Client for which Mellon
is not being compensated hereunder, then Client shall compensate Mellon (a) on a
pro rata basis proportionate to the Client's registered shareholder base, for
the costs associated with making such required adjustments and/or modifications,
or (b) according to Mellon's standard fees established, in good faith, with
respect to such additional services.
Other Services: Fees for any services provided to Client by or on behalf of
Mellon hereunder that are not set forth above will be based on Mellon's standard
fees at the time such services are provided or, if no standard fees have been
established, an appraisal of the work to be performed.
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PIONEER FLOATING RATE TRUST
DIVIDEND REINVESTMENT PLAN - SCHEDULE OF FEES
Transaction Description Amount Paid By
Annual program administration fee Included N/A
Fulfillment processing - mail $1.25 Per Request Client
Internet $5.00 Per Request Client
Reinvestment of Quarterly Dividend Included up to 1,400 accts
Per Dividend $4,500 Per quarter Client
Reinvestment trading fee $0.03 Per share Participant
Purchase of shares with additional investment
By Check $5.00 Per Participant
transaction
By individual debit of bank account $3.50 Per Participant
Per transaction
By automatic debit of bank account $2.00 Per Participant
transaction
Trading fee $.03 Per share Participant
Employee file purchases $1.60 Per Acct. Client
For each payroll site $100.00 Per file per Client
cycle
Sale of shares - full or fractional $15.00 Per Participant
transaction
Trading Fee .12 Per Share Participant
Safekeeping No charge
Duplicate statement - prior year $20.00 per request Participant
Insufficient funds or rejected automatic debit $35 Per check or Participant
debit
Other services including but not limited to:
Certificate Issuance
Transfer of shares Per Stock Transfer Agency Contract Client
Out of pocket expenses including but not
limited to:
800 number
Forms/brochures
Postage As incurred Xxxxxx
X-10
Exhibit C
[MELLON LOGO]
MEELON INVESTOR SERVICES
A Mellon Financial Company(SM)
DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO MELLON
UPON EXECUTION OF THIS AGREEMENT
Prior to the Effective Date, Client shall provide Mellon with the following:
1. An adequate supply of Share certificates.
2. A copy of the resolutions adopted by the Board of Directors of Client
appointing or authorizing the appointment of Mellon as Transfer Agent
and/or Registrar and Dividend Disbursing Agent, as the case may be, duly
certified by the Secretary or Assistant Secretary of Client under the
corporate seal.
3. A copy of the Certificate of Incorporation of Client, and all amendments
thereto, certified by the Secretary of State of the state of
incorporation.
4. A copy of the By-laws of Client as amended to date, duly certified by the
Secretary of Client under the corporate seal.
5. A certificate of the Secretary or an Assistant Secretary of Client, under
its corporate seal, stating as follows:
a) this Agreement has been executed and delivered pursuant to the
authority of Client's Board of Directors;
b) the attached specimen Share certificate(s) are in substantially the
form submitted to and approved by Client's Board of Directors for current
use, and the attached specimen Share certificates for each Class of Stock
with issued and outstanding Shares are in the form previously submitted to
and approved by Client's Board of Directors for past use;
c) no shares have been reserved for future issuance except as set forth on
the attached list of existing agreements pursuant to which Shares have
been reserved for future issuance, which list specifies the number of
reserved Shares subject to each such existing agreement and the
substantive provisions thereof.
d) each shareholder list provided to Mellon is true and complete; or no
Shares are outstanding;
e) the name of each stock exchange upon which any of the Shares are listed
and the number and identity of the Shares so listed;
f) the name and address of each co-Transfer Agent, Registrar (other than
Mellon) or co-Registrar for any of the Shares and the extent of its
appointment, or there are
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no co-Transfer Agents, Registrars (other than Mellon) or co-Registrars for
any of the Shares; and
g) the officer(s) of Client, who executed this Agreement as well as any
certificates or papers delivered to Mellon pursuant to this Agreement,
were validly elected or appointed to, and are the incumbents of, the
offices they purported to hold at the time of such execution and delivery,
are authorized to execute this Agreement as well as all other certificates
or papers delivered hereunder, and that their signatures on all such
documentation are genuine.
Such Secretary's certificate shall contain a certificate of an officer of
Client, other than the officer executing the Secretary's certificate,
stating that the person executing the Secretary's certificate was validly
elected to, and is the Secretary or an Assistant Secretary of Client and
that his signature on the certificate is genuine.
6. A shareholder list, preferably in machine readable format, certified as
true and complete by the person preparing the list, for the issued and
outstanding Shares, setting forth as to each holder, his/her name and
address, tax identification number certified by the shareholder pursuant
to requirements of the Internal Revenue Code and applicable regulations,
the number of Shares held, the Share certificate numbers and the existence
of any stop orders or other transfer restrictions.
7. Opinion of counsel for the Trust, addressed to Mellon, to the effect that:
a) the Shares issued and outstanding on the date hereof have been duly
authorized, validly issued and are fully paid and are non-assessable;
b) the Shares issued and outstanding on the date hereof have been duly
registered under the Securities Act of 1933, as amended, and such
registration has become effective, or are exempt from such registration;
and have been duly registered under the Securities Exchange Act of 1934,
as amended, or are exempt from such registration;
c) the execution and delivery of this Agreement do not and will not
conflict with, violate, or result in a breach of, the terms, conditions or
provisions of, or constitute a default under, the charter or the by-laws
of Client, any law or regulation, any order or decree of any court or
public authority having jurisdiction, or any mortgage, indenture,
contract, agreement or undertaking to which Client is a party or by which
it is bound and this Agreement is enforceable against Client in accordance
with it terms, except as limited by bankruptcy, insolvency, moratorium,
reorganization and other similar laws affecting the enforcement of
creditors' rights generally.
8. A completed Internal Revenue Service Form 2678.
C-2
Client further agrees to deliver an opinion of counsel as provided in this
Exhibit C, Section 7(a) and (b) upon any future original issuance of Shares for
which Mellon will act as transfer agent hereunder.
C-3
NOTIFICATION OF CHANGES
Client shall promptly notify Mellon of the following:
1. Any change in the name of Client, amendment of its certificate of
incorporation or its by-laws;
2. Any change in the title of a Class of Stock from that set forth in the
first column of Exhibit A;
3. Any change in the Number of Authorized Shares from that set forth in the
second column of Exhibit A;
4. Any change in existing agreements or any entry into new agreements
changing the Number of Authorized Shares Reserved for Future Issuance
Under Existing Agreements from that listed in the fourth column of Exhibit
A hereto;
5. Any change in the number of outstanding Shares subject to stop orders or
other transfer limitations;
6. The listing or delisting of any Shares on any stock exchange;
7. The appointment after the date hereof of any co-Transfer Agent, Registrar
(other than Mellon) or any co-Registrar for any of the Shares;
8. The merger of Client into, or the consolidation of Client with, or the
sale or other transfer of the assets of Client substantially as an
entirety to, another person; or the merger or consolidation of another
person into or with Client; and
9. Any other change in the affairs of Client of which Mellon must have
knowledge to perform properly its duties under this Agreement
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