INVESTMENT COMPANY SERVICE AGREEMENT
PIONEER HIGH INCOME TRUST
April 25, 2002
Pioneer High Income Trust, a Delaware business trust with its principal
place of business at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Customer"),
and Pioneer Investment Management Shareholder Services, Inc., a Massachusetts
corporation, and a Member of the UniCredito Banking Group, Register of Banking
Groups, with its principal place of business at 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 ("PIMSS"), hereby agree as follows:
1. SERVICES TO BE PROVIDED BY PIMSS. During the term of this Agreement,
PIMSS will provide to the common shares of beneficial interest of Customer(the
"Account"), with the services described in EXHIBIT A that is attached hereto and
incorporated herein by reference. It is understood that PIMSS may subcontract
any of such services to one or more firms designated by PIMSS, provided that
PIMSS (i) shall be solely responsible for all compensation payable to any such
firm and (ii) shall be liable to Customer for the acts or omissions of any such
firm to the same extent as PIMSS would be liable to Customer with respect to any
such act or omission hereunder. Customer acknowledges that PIMSS intends to
retain Mellon Investor Services LLC to act as its agent in providing the
services set forth in Exhibit A hereto, provided that PIMSS shall be entitled,
without Customer's prior consent to terminate Mellon Investor Services LLC and
to appoint another subcontractor with respect to the services to be provided
hereunder.
2. EFFECTIVE DATE. This Agreement shall become effective on the date
hereof (the "Effective Date") and shall continue in effect until it is
terminated in accordance with Section 11 below.
3. DELIVERY OF DOCUMENTATION, MATERIALS AND DATA. Customer shall, from
time to time, while this Agreement is in effect deliver all such documentation,
materials and data as may be necessary or desirable to enable PIMSS to perform
its services hereunder.
4. REPORTS AND MAINTENANCE OF RECORDS BY PIMSS. PIMSS will furnish to
Customer and to properly authorized auditors, examiners, distributors, dealers,
underwriters, salesmen, insurance companies, investors, and others designated by
Customer in writing, such books, any and all records and reports at such times
as are prescribed for each service in the Exhibits attached hereto. Customer
agrees to examine or to ask any other authorized recipient to examine each such
report or copy promptly and will report or cause to be reported any errors or
discrepancies therein of which Customer then has any knowledge. PIMSS may at its
option at any time, and shall forthwith upon Customer's demand, turn over to
Customer and cease to retain in PIMSS' files, any and all records and documents
created and maintained by PIMSS pursuant to this Agreement which are no longer
needed by PIMSS in the performance of its services or for its protection.
If not so turned over to Customer, such documents and reports will be
retained by PIMSS for six years from the year of creation, during the first two
of which the same shall be in readily accessible form. At the end of six years,
such records and documents will be turned over to Customer by PIMSS unless
Customer authorizes their destruction.
5. PIMSS' DUTY OF CARE AND INDEMNIFICATION.
(a) LIMITATION OF LIABILITY. (i) In the absence of gross negligence or
intentional misconduct on its part, PIMSS shall not be liable for any action
taken, suffered, or omitted by it (or any of its agents) or for any error of
judgment made by it (or any of its agents) in the performance of its duties
under this Agreement. In no event will PIMSS be liable for special, indirect,
incidental or consequential losses or damages of any kind whatsoever (including
but not limited to lost profits), even if PIMSS has been advised of the
possibility of such damages. Any liability of PIMSS will be limited in the
aggregate to an amount equal to the fee paid by Customer during the preceding
twelve (12) month period.
(ii) In the event any question or dispute arises with respect to PIMSS' duties
hereunder, PIMSS 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, PIMSS 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 PIMSS and Customer and
executed by Customer. In addition, PIMSS 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.
(b) INDEMNIFICATION. Customer shall indemnify PIMSS and its agents 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 the gross
negligence or intentional misconduct of PIMSS or its agents.
(c) FORCE MAJEURE. Neither PIMSS nor its agents shall 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 mechanical
failure, computer hardware or software failure, communications facilities
failures including telephone failure, war, fires, earthquakes, storms, floods,
acts of God or similar occurrences.
6. CONFIDENTIALITY. PIMSS will keep confidential all records and
information provided by Customer or by the shareholders of the Account to PIMSS,
except to the extent disclosures are required by this Agreement, are required by
the Customer's Prospectus and Statement of Additional Information, or are
required by a valid subpoena or warrant issued by a court of competent
jurisdiction or by a state or federal agency or governmental authority.
7. CUSTOMER INSPECTION. Upon reasonable notice, in writing signed by
Customer, PIMSS shall make available, during regular business hours, all records
and other data created and maintained pursuant to this Agreement for reasonable
audit and inspection by Customer or Customer's agents, including reasonable
visitation by Customer or Customer's agents, including inspecting PIMSS'
operation facilities. PIMSS shall not be liable for injury to or responsible in
any way for the safety of any individual visiting PIMSS' facilities under the
authority of this section. Customer will keep confidential and will cause to
keep confidential all confidential information obtained by its employees or
agents or any other individual representing Customer while on PIMSS' premises.
Confidential information shall include (1) any information of whatever nature
regarding PIMSS' operations, security procedures, and data processing
capabilities, (2) financial information regarding PIMSS, its affiliates, or
subsidiaries, and (3) any information of whatever kind or description regarding
any customer of PIMSS, its affiliates or subsidiaries.
8. RELIANCE BY PIMSS ON INSTRUCTIONS AND ADVICE; INDEMNITY. PIMSS and
its agents shall be entitled to seek advice of Customer's legal counsel with
respect to PIMSS' responsibilities and duties hereunder and shall in no event be
liable to Customer for any action taken pursuant to such advice, except to the
extent that Customer's legal counsel determines in its sole discretion that the
rendering of advice to PIMSS would result in a conflict of interest.
Whenever PIMSS is authorized to take action hereunder pursuant to
proper instructions from Customer, PIMSS shall be entitled to rely upon any
certificate, letter or other instrument or telephone call or Internet
transaction reasonably believed by PIMSS to be genuine and to have been properly
made or signed by an officer or other authorized agent of Customer, and shall be
entitled to receive as conclusive proof of any fact or matter required to be
ascertained by it hereunder a certificate signed by an officer of Customer or
any other person authorized by Customer's Board of Trustees.
Customer agrees to indemnify and hold PIMSS, its employees, agents and
nominees harmless from any and all claims, demands, actions and suits, whether
groundless or otherwise, and from and against any and all judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character arising out of or in any way relating to PIMSS'
action or non-action upon information, instructions or requests given or made to
PIMSS by Customer with respect to the Account.
Notwithstanding the above, whenever Customer may be asked to indemnify
or hold PIMSS harmless, Customer shall be advised of all pertinent facts arising
from the situation in question. Additionally, PIMSS will use reasonable care to
identify and notify Customer promptly concerning any situation, which presents,
actually or potentially, a claim for indemnification against Customer. Customer
shall have the option to defend PIMSS against any claim for which PIMSS is
entitled to indemnification from Customer under the terms hereof, and in the
event Customer so elects, it will notify PIMSS and, thereupon, Customer shall
take over complete defense of the claim and PIMSS shall sustain no further legal
or other expenses in such a situation for which indemnification shall be sought
or entitled. PIMSS may in no event confess any claim or make any compromise in
any case in which Customer will be asked to indemnify PIMSS except with
Customer's prior written consent.
9. MAINTENANCE OF DEPOSIT ACCOUNTS. PIMSS shall maintain on behalf of
Customer such deposit accounts as are necessary or desirable from time to time
to enable PIMSS to carry out the provisions of this Agreement.
10. COMPENSATION AND REIMBURSEMENT TO PIMSS. For the services rendered
by PIMSS under this Agreement, Customer agrees to pay to PIMSS the fees and
expenses set forth on Exhibit B.
11. TERMINATION. Either PIMSS or Customer may at any time terminate
this Agreement by giving 90 days' prior written notice to the other.
After the date of termination, for so long as PIMSS in fact continues
to perform any one or more of the services contemplated by this Agreement or the
Exhibits, the provisions of this Agreement, including without limitation the
provisions of Section 8 dealing with indemnification, shall where applicable
continue in full force and effect.
12. REPRESENTATIONS AND WARRANTIES; REQUIRED DOCUMENTS.
12.1 REPRESENTATIONS AND WARRANTIES OF PIMSS.
PIMSS represents and warrants to the Customer that:
(a) It is a corporation duly organized and existing and in
good standing under the laws of The Commonwealth of Massachusetts.
(b) It is duly qualified to carry on its business in The
Commonwealth of Massachusetts and the State of Nebraska.
(c) All requisite corporate proceedings have been taken to
authorize it to enter into this Agreement.
(d) It is empowered under all applicable laws and by its
Articles of Organization and By Laws to enter into and perform this Agreement.
12.2 REPRESENTATIONS AND WARRANTIES OF CUSTOMER.
Customer represents and warrants to PIMSS and any of its
agents (including Mellon Investor Services LLC, which is specifically entitled
to rely upon such representations) that:
(a)the shares of the Trust 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; (b) the shares (other
than shares issued to Pioneer Investment Management, Inc. in connection with the
initial capitalization of the Customer) 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 such shares 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) any shares to be
issued hereunder, when issued shall have been duly registered under the
Securities Act of 1933, as amended, and such registration shall have become
effective or shall be exempt from such registration; and shall have been duly
registered under the Securities Exchange Act of 1934, as amended, or shall be
exempt from such registration; (d) Customer 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; (e) 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 Declaration of Trust or the By-Laws of Customer, 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 Customer is a party or by which it is bound; (f) 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 Declaration of Trust or the By-Laws of Customer, 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 Customer is a party or by which it is bound; and this Agreement is
enforceable against Customer 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 (h) Customer
agrees to provide the such documentation and notifications as PIMSS shall
reasonably request.
12.3 CUSTOMER DOCUMENT DELIVERY.
Customer shall promptly furnish to PIMSS the following:
(a) A copy of Customer's Agreement and Declaration of Trust
and By-Laws and all amendments related thereto.
(b) A certified copy of the resolution of the Customer's Board
of Trustees authorizing the appointment of PIMSS and the execution and delivery
of this Agreement.
(c) A copy of Customer's Registration Statement and all
amendments thereto.
13. LIABILITIES OF THE CUSTOMER NOT OBIGATONS OF TRUSTEES OR
SHAREHOLDERS. The parties to this Agreement acknowledge and agree that all
liabilities arising, directly or indirectly, under this Agreement, of any and
every nature whatsoever, including without limitation, liabilities arising in
connection with any agreement of Customer or its Trustees set forth herein to
indemnify any party to this Agreement or any other person, shall be satisfied
solely out of the assets of the Account and that no Trustee, officer or holder
of shares of beneficial interest of Customer shall be personally liable for any
of the foregoing liabilities. Customer's Agreement and Declaration of Trust
describes in detail the respective responsibilities and limitations on liability
of the Trustees, officers, and holders of shares of beneficial interest of
Customer.
14. MISCELLANEOUS. In connection with the operation of this Agreement,
PIMSS and Customer may agree from time to time on such provisions interpretive
of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions are to be signed by both parties and
annexed hereto, but no such provision shall contravene any applicable federal
and state law or regulation, and no such provision shall be deemed to be an
amendment of this Agreement.
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether written or oral.
If any provision or provisions of this Agreement shall be held invalid,
unlawful or unenforceable, the validity, legality, and enforceability of the
remaining provisions of the Agreement shall not in any way be affected or
impaired.
This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, Customer and PIMSS have caused this Agreement to be
executed in their respective names by their respective officers thereunto duly
authorized as of the date first written above.
PIONEER INVESTMENT MANAGMENT
SHAREHOLDER SERVICES, INC.
By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Chief Executive Officer and President
PIONEER HIGH INCOME TRUST
By: /s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Treasurer
EXHIBIT A - TO INVESTMENT COMPANY SERVICE AGREEMENT
SERVICES TO BE PROVIDED
Certain of the following services (marked with an asterisk below) may be
provided by a sub-administrator to Customer.
ACCOUNT MAINTENANCE FUNCTIONS
o Opening new accounts
o Posting debits and credits
o Maintaining certificate history
o Placing and releasing stop transfer notations
o Consolidating accounts
o Coding accounts requiring special handling (e.g. "bad address," "do not mail,"
"VIP," etc.)
o Processing address changes
o Responding to shareholder correspondence
o Providing a toll-free phone number for shareholder inquiries
o Obtaining and posting Taxpayer Identification Number certifications pursuant
to IDTCA regulations
o Maintaining inactive accounts for the purpose of research and tax reporting
o Closing (purging) inactive accounts that meet selective criteria
o Providing Customer's shareholders with on-line access to shareholder records
o Training on all aspects of the stock transfer system
SECURITY ISSUANCE FUNCTIONS
o Qualifying under the rules of the NYSE and NASDAQ/AMEX to act in the dual
capacity as transfer agent and registrar
o Maintaining mail and window facilities for the receipt of transfer requests
o Maintaining and securing unissued certificate inventory and supporting
documents
o Examining issuance or transfer requests to ensure that proper authority is
being exercised
o Verifying (to the extent possible) that surrendered certificates are genuine
and have not been altered
o Verifying that original issuances are properly authorized and have necessary
regulatory approval
o In connection with requests for transfer, verifying that shares issued equal
the amount surrendered
o Place and remove stop orders on shares
o Verifying that no stop orders are held against shares submitted for transfer
o Issuing and registering new securities
o Recording canceled and issued securities
o Canceling surrendered certificates
o Delivering completed transfers
o Processing restricted and legal transfers upon presentment of appropriate
supporting documentation
o Preparing daily transfer or management summary journals
o Replacing lost, destroyed or stolen certificates provided that PIMSS or its
agent is in receipt of (a) evidence acceptable to it of the loss, theft or
destruction, and (b) a surety bond acceptable to PIMSS or its agent sufficient
to indemnify and hold it and Customer harmless (charge imposed on shareholder)
PROXY AND ANNUAL MEETING FUNCTIONS*
o Assisting in annual meeting planning
o Processing and mailing proxy material and Annual Report
o Tabulating physical proxies (both scanner and manual) returned by
shareholders
o Identifying shareholders who will attend the Annual Meeting
o Providing Inspector(s) of Election for the Annual Meeting
o Supporting efforts of any proxy solicitor
o Preparing certified list of record date holders
o Preparing report of final vote
o Providing remote access to proxy tabulation system
o Maintaining an automated link with (i) DTC to redistribute record date
Cede & Co. share positions to participants and (ii) ADP to receive
transmissions of broker votes
o Processing omnibus proxies for respondent banks
CASH DIVIDEND DISBURSEMENT FUNCTIONS
o Up to four quarterly dividends per fiscal year
o Preparing and mailing checks
o Reconciling checks
o Preparing payment register in list form
o Withholding and filing taxes for non-resident aliens and others
o Filing federal tax information returns o Processing "B" and "C" notices
received from the IRS
o Mailing required statements (Form 1099-DIV or Form 1042) to registered
holders
o Maintaining stop payment files and issuing replacement checks
o Maintaining separate dividend addresses
o Receiving, verifying and posting funds to cover entire dividend distribution
on mailing date of checks
DIVIDEND REINVESTMENT SERVICES
o Opening and maintaining participant accounts
o Processing reinvestment and optional cash payments
o Preparing participant statements of account, after each transaction, showing
activity for current period o Processing liquidations and terminations
according to plan specifications
o Providing periodic investment reports to Customer
o Preparing Form 1099-B to report sale proceeds
ESCHEATMENT SERVICES
o Taking all necessary steps to establish compliance with the unclaimed
property requirements of all jurisdictions that may have a claim on
escheatable property held by [PIMSS] [Customer]
o Identifying specific records and property subject to reporting based upon
current state statutes, rules, and regulations
o Executing state mandated due diligence mailings for lost property owners as
required, organizing records into acceptable formats for reporting, and
remitting property due each state when and as required
o Obtaining penalty and interest release agreements and indemnification from
future claim agreements (on property remitted) from the states that offer
such agreements
o Identifying all property that has become escheatable since the last filing
date
o Reviewing the applicable state regulations to determine if there have
been any changes in reporting procedures
o Reporting and remitting to each state when and as required
o Executing a mailing to all accounts with uncashed checks or RPO certificates
as required by state laws
o Executing SEC mandated lost shareholder database searches
OTHER SERVICES (OPTIONAL SERVICES - SUBJECT TO ADDITIONAL FEES)*:
o ACH, Direct Deposit Services
o Bank/Broker Distributions
o Cash Dividends
o Confidential Proxy Voting
o Corporate Stock Buy-Backs
o Custodial Services
o Direct Purchase & Dividend Reinvestment Services
o Direct Registration System/Profile Services
o Dividends - special dividends (allowance of twelve yearly)
o Solicitation, processing and maintenance of consents for electronic
distribution of materials
o Electronic distribution of material
o Electronic Proxy Voting (e.g. telephone, internet, intranet)
o Employee Stock Option Plan administration
o Employee Stock Purchase Plan Administration
o Escrow Services
o Exchanges or Tender Offers
o Foreign Tax Re-claim
o Solicitation, processing and maintenance of consents for delivery of materials
to households
o Logistics services including document transportation, fulfillment, printing
and media placement
o Mailing Quarterly or Periodic Reports
o Maintaining Mail Lists
o Odd-Lot Programs
o Proxy Solicitation
o Secondary Offerings or Closings
o Special Meetings
o Standby Rights Agency
o Stock Splits and Stock Dividends
o StockWatch (beneficial owner identification)
o Subscription Agent Services
o Survey Tabulation
o Warrant Agency
EXHIBIT B
SERVICE FEES
MONTHLY ADMINISTRATIVE FEE $2,000
The above fee will be charged for all services listed in Exhibit B and will be
subject to the following allowances:
Number of active accounts maintained 1000
Number of mailings per year (including one enclosure) 4
Number of reports or analyses 5
Number of lists or labels 5
Number of Inspectors of Election 1
Number of respondent bank omnibus proxies 10
Number of certificates issued and book-entry credits 250
Number of book-entry debits 500
Number of monthly shareholder calls handled via CSR 15
Number of monthly shareholder calls handled via IVR 30
Number of monthly Investor ServiceDirect transactions 100
Number of correspondence items per month 10
Number of due diligence mailings to "lost" shareholders 250
To the extent the above allowances are exceeded or activities occur, the
following unit fees will apply:
For each active account maintained (per year) $5.25
For each inactive account maintained 40% of active account fee
For each option or restricted item processed $25.00
For each legal item processed $50.00
Mailings See Attached
Lists / Labels / Analyses See Attached
For each additional Inspector of Election $1,500.00
For each respondent bank omnibus proxy $100.00
For each DWAC delivery $25.00
For each certificate issued or cancelled $2.00
For each book-entry credit or debit posted $1.50
For each shareholder telephone call via CSR $5.25
For each shareholder telephone call via IVR $1.50
For each correspondence responding to a shareholder $15.00
For each Investor ServiceDirect transaction $1.50
For each stop maintained on a lost certificate (per month) $0.05
For each stop removed from a lost certificate $0.05
For each stop placed on or removed from a restricted security $50.00
FOR THE PURPOSES OF THIS AGREEMENT THE FOLLOWING DEFINITIONS APPLY:
1. Investor Service Direct (ISD) transactions will include any
shareholder transaction initiated through ISD including, but not
limited to, the following:
o Purchasing or selling shares
o Duplicate 1099 requests
o Updating or changing consent to electronic delivery
o Forms or document requests
o Taxpayer certification
o Certificate issuance
o Update dividend reinvestment selection
o Duplicate book entry statement
o PIN change
2. Active and Inactive accounts will be defined as follows:
o Active accounts are defined as accounts 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.
o Inactive accounts are defined as accounts with a share
balance equal to zero and no outstanding cash balances and
no taxable income to be reported to the Internal Revenue
Service.
DIVIDEND REINVESTMENT PLAN - SCHEDULE OF FEES
----------------------------------------------- -------------------------- --------------------------- ------------------------
FEE ITEM AMOUNT PAID BY
----------------------------------------------- -------------------------- --------------------------- ------------------------
Plan establishment fee $5,000.00 Customer
Annual program administration fee $10,000.00 Customer
Fulfillment processing - mail $1.25 Per request Customer
-internet $5.00 Per request Customer
Reinvestment of Monthly dividend
Per dividend $1.60 / 5% of div to per participant Customer
max of $3.50
Reinvestment trading fee $0.03 Per share Participant
Purchase of shares with additional investment
By check $5.00 Per transaction Participant *
By individual debit of bank account $3.50 Per transaction Participant *
By automatic debit of bank account $2.00 Per transaction Participant *
Trading fee $.03 Per share Participant *
Employee file purchases $1.60 Per account Customer*
For each payroll site $100.00 Per file per cycle Customer
Sale of shares - full or fractional $15.00 Per transaction Participant
Trading fee $.12 Per share Participant
Safekeeping No charge
Duplicate statement - prior year $20.00 Per request Participant
Insufficient funds or rejected automatic debit $35.00 per check or debit Participant
Other services including but not limited to: Per Stock Transfer Agency Contract Customer
Certificate Issuance
Transfer of shares
Out of pocket expenses including but not As incurred Customer
limited to:
800 number
Forms/brochures
Postage
LISTS / LABELS / ANALYSES
FEE SCHEDULE
LISTS
PER NAME LISTED $0.05
LABELS
Per label printed $0.05
ANALYSES
Per name passed on data base $0.02
Per name listed in report $0.05
(Minimum charge for each of the above services will be $500.)
MAILING SERVICES
FEE SCHEDULE
ADDRESSING
Addressing mailing medium (per name) $0.05
AFFIXING
Affixing labels (per label) $0.04
INSERTING
Inserting Enclosures (Machine)
1st Enclosure (per piece) $0.05
2nd Enclosure (per piece) $0.04
Each Enclosure thereafter (per piece) $0.03
Inserting Enclosures (Manual)
Charge will be determined based on analysis of work to be performed.
(Minimum charge for any mailing will be $500.)
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 PIMSS or its agents are due and payable by
Customer upon receipt of an invoice from PIMSS.
With respect to any shareholder mailing processed by PIMSS or its agents,
Customer 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, Customer 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.
If Customer participates in the Direct Registration System, PIMSS or its agent
will provide a "sell" feature for liquidation of book-entry shares held on
behalf of a shareholder. Upon receipt of a sell request by the registered
shareholder, Mellon Bank, N.A. will process the request and remit the proceeds
to the shareholder in the form of a check (less the appropriate fees). The
charge for each such sale is $15.00 plus $0.12 per share or, if applicable, the
fees quoted in the Customer's stock purchase and / or dividend reinvestment
plan.
OFFERING ADMINISTRATION FEE: A minimum fee of $5,000 will be imposed for
activities associated with initial public offerings (IPO's), secondary offerings
and / or closings. The fee covers the coordination of efforts necessary between
PIMSS, its agents, the Customer's underwriters, the banknote company and DTC in
order to effect the closing. This fee will cover the issuance of up to 200
certificates and /or book-entry credits. Certificates and / or book-entry
credits over this amount will be billed at $2.00 each. This fee is in addition
to any fees PIMSS or its agents may charge for coordination of selling
shareholders, custody services and / or escrow services.
LEGAL, TECHNOLOGICAL EXPENSES: 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 PIMSS' agent's expenses (including the
cost of external or internal counsel) in resolving such matters. Customer agrees
to reimburse PIMSS' agents for such expenses provided that any legal expenses
charged to the Customer relate directly and solely to Customer legal matters and
shall be reasonable.
In the event any federal regulation and/or state or local laws are enacted which
require PIMSS or its agents to make any technological improvements and/or
modifications to its current system, Customer shall compensate PIMSS, on a pro
rata basis proportionate to the Customer's registered shareholder base, for
reasonable costs associated with making such required technological improvements
and/or modifications; provided that PIMSS use its best efforts to seek
Customer's approval at least 120 days' in advance of any such, such approval not
to be unreasonably withheld.
RECORD STORAGE: Monthly fee of $2.50 per box, with a minimum charge of $50.00.
LOST SHAREHOLDER SERVICES: A fee of $3.00 will be charged for each lost account
searched per database searched. A fee of $2.50 will be charged per account for
each state mandated due diligence mailing.
OTHER SERVICES: Fees for any services provided to Customer by or on behalf of
PIMSS hereunder that are not set forth in EXHIBIT A hereto or in this EXHIBIT B
will be based on PIMSS' or its agent'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.
