SHAREHOLDER SERVICING AGREEMENT
SHAREHOLDER SERVICING AGREEMENT (the "Agreement"), dated as of July
, 2003, between Pioneer Investment Management, Inc. ("Pioneer Investment
Management") and UBS Securities LLC ("UBS Securities").
WHEREAS, Pioneer Municipal High Income Trust (the "Trust") is a
closed-end, diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), and its shares of
beneficial interest are registered under the Securities Act of 1933, as amended;
and
WHEREAS, Pioneer Investment Management is the investment adviser of
the Trust; and
WHEREAS, Pioneer Investment Management desires to retain UBS
Securities to provide shareholder servicing and market information with respect
to the Trust, and UBS Securities is willing to render such services;
NOW, THEREFORE, in consideration of the mutual terms and conditions
set forth below, the parties hereto agree as follows:
1. Pioneer Investment Management hereby employs UBS Securities, for
the period and on the terms and conditions set forth herein, to provide the
following services:
(a) Undertake to make available public information pertaining
to the Trust on an ongoing basis and to communicate to investors and prospective
investors the Trust's features and benefits (including periodic seminars or
conference calls, responses to questions from current or prospective
shareholders and specific shareholder contact where appropriate);
(b) Make available to investors and prospective investors
market price, net asset value, yield and other information regarding the Trust,
if reasonably obtainable, for the purpose of maintaining the visibility of the
Trust in the investor community;
(c) At the request of Pioneer Investment Management or the
Trust, provide certain economic research and statistical information and
reports, if reasonably obtainable, on behalf of Pioneer Investment Management or
the Trust and consult with representatives of Pioneer Investment Management
and/or Trustees of the Trust in connection therewith, which information and
reports shall include: (i) statistical and financial market information with
respect to the Trust's market performance; and (ii) comparative information
regarding the Trust and other closed-end management investment companies with
respect to (x) the net asset value of their respective shares, (y) the
respective market performance of the Trust and such other companies and (z)
other relevant performance indicators; and
(d) At the request of Pioneer Investment Management or the
Trust, provide information to and consult with Pioneer Investment Management
and/or the Board of Trustees of the Trust with respect to applicable strategies
designed to address market value discounts, which may include share repurchases,
tender offers, modifications to dividend policies or capital structure,
repositioning or restructuring of the Trust, conversion of the Trust to an
open-end investment company, liquidation or merger; including providing
information concerning the use and impact of the above strategic alternatives by
other market participants.
(e) At the request of Pioneer Investment Management or the
Trust, UBS Securities shall limit or cease any action or service provided
hereunder to the extent and for the time period requested by Pioneer Investment
Management or the Trust; provided, however, that pending termination of this
Agreement as provided for in Section 5 hereof, any such limitation or cessation
shall not relieve Pioneer Investment Management of its payment obligations
pursuant to Section 2 hereof.
(f) UBS Securities will promptly notify Pioneer Investment
Management or the Trust, as the case may be, if it learns of any material
inaccuracy or misstatement in, or material omission from, any written
information provided by UBS Securities to Pioneer Investment Management or the
Trust in connection with the performance of services by UBS Securities under
this Agreement.
2. Pioneer Investment Management will pay UBS Securities a fee
computed weekly and payable quarterly at an annualized rate of 0.10% of the
average daily managed assets of the Trust.
3. Pioneer Investment Management acknowledges that the shareholder
services of UBS Securities provided for hereunder do not include any advice as
to the value of securities or regarding the advisability of purchasing or
selling any securities for the Trust's portfolio. No provision of this Agreement
shall be considered as creating, nor shall any provision create, any obligation
on the part of UBS Securities, and UBS Securities is not hereby agreeing, to:
(i) furnish any advice or make any recommendations regarding the purchase or
sale of portfolio securities or (ii) render any opinions, valuations or
recommendations of any kind or to perform any such similar services in
connection with providing the services described in Section 1 hereof.
4. Nothing herein shall be construed as prohibiting UBS Securities
or its affiliates from providing similar or other services to any other clients
(including other registered investment companies or other investment managers),
so long as UBS Securities' services to Pioneer Investment Management and the
Trust are not impaired thereby.
5. This Agreement shall continue coterminously with and so long as
the Investment Advisory Agreement, dated July , 2003, remains in effect between
the Trust and Pioneer Investment Management, or any similar investment advisory
agreement with a successor in interest or affiliate of Pioneer Investment
Management remains in effect, as, and to the extent, that such investment
advisory agreement is renewed periodically in accordance with the Investment
Company Act of 1940, as amended; provided, however, that in the event that the
contractual advisory fee rate payable by the Trust to Pioneer Investment
Management or such successor or affiliate under the Investment Advisory
Agreement is reduced below 0.60%, the fee payable by Pioneer Investment
Management to UBS Securities pursuant to Section 2 of this agreement shall
reduced in proportion to, and for the period of, such reduction of the advisory
fee, and this agreement shall be deemed to be amended automatically to reflect
the same.
6. Pioneer Investment Management will furnish UBS Securities with
such information as UBS Securities believes appropriate to its assignment
hereunder (all such information so furnished being the "Information"). Pioneer
Investment Management recognizes and confirms that UBS Securities (a) will use
and rely primarily on the Information and on information available from
generally recognized public sources in performing the services contemplated by
this Agreement without having independently verified the same and (b) does not
assume responsibility for the accuracy or completeness of the Information and
such other information. To the best of Pioneer Investment Management's
knowledge, the Information to be furnished by Pioneer Investment Management when
delivered, will be true and correct in all material respects and will not
contain any material misstatement of fact or omit to state any material fact
necessary to make the statements contained therein not misleading. Pioneer
Investment Management will promptly notify UBS Securities if it learns of any
material inaccuracy or misstatement in, or material omission from, any
Information delivered to UBS Securities.
7. It is understood that UBS Securities is being engaged hereunder
solely to provide the services described above to Pioneer Investment Management
and to the Trust and that UBS Securities is not acting as an agent or fiduciary
of, and shall have no duties or liability to the current or future shareholders
of the Trust, the current or future shareholders of the Trust or any other third
party in connection with its engagement hereunder, all of which are hereby
expressly waived.
8. Pioneer Investment Management agrees that UBS Securities shall
have no liability to Pioneer Investment Management or the Trust for any act or
omission to act by UBS Securities in the course of its performance under this
Agreement, in the absence of gross negligence or willful misconduct on the part
of UBS Securities. Pioneer Investment Management agrees to the indemnification
and other agreements set forth in the Indemnification Agreement attached hereto,
the provisions of which are incorporated herein by reference and shall survive
the termination, expiration or supersession of this Agreement.
9. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK FOR CONTRACTS TO BE PERFORMED ENTIRELY THEREIN AND WITHOUT
REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.
10. EACH OF THE PIONEER INVESTMENT MANAGEMENT AND UBS SECURITIES
AGREE THAT ANY ACTION OR PROCEEDING BASED HEREON, OR ARISING OUT OF UBS
SECURITIES' ENGAGEMENT HEREUNDER, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN
XXX XXXXXX XX XXX XXXXX XX
XXX XXXX LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. PIONEER INVESTMENT
MANAGEMENT AND UBS SECURITIES EACH HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW
YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING AS SET FORTH ABOVE AND
IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH ACTION OR PROCEEDING. EACH OF PIONEER INVESTMENT MANAGEMENT AND UBS
SECURITIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
11. Pioneer Investment Management and UBS Securities each hereby
irrevocably waive any right they may have to a trial by jury in respect of any
claim based upon or arising out of this Agreement or the transactions
contemplated hereby. This Agreement may not be assigned by either party without
the prior written consent of the other party.
12. This Agreement (including the attached Indemnification
Agreement) embodies the entire agreement and understanding between the parties
hereto and supersedes all prior agreements and understandings relating to the
subject matter hereof. If any provision of this Agreement is determined to be
invalid or unenforceable in any respect, such determination will not affect such
provision in any other respect or any other provision of this Agreement, which
will remain in full force and effect. This Agreement may not be amended or
otherwise modified or waived except by an instrument in writing signed by both
UBS Securities and Pioneer Investment Management.
13. All notices required or permitted to be sent under this
Agreement shall be sent, if to Pioneer Investment Management:
Pioneer Investment Management, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: [ ]
or if to UBS Securities:
UBS Securities LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
or such other name or address as may be given in writing to the other parties.
Any notice shall be deemed to be given or received on the third day after
deposit in the U.S. mail with certified postage prepaid or when actually
received, whether by hand, express delivery service or facsimile transmission,
whichever is earlier.
14. This Agreement may be exercised on separate counterparts, each
of which is deemed to be an original and all of which taken together constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Shareholder Servicing Agreement as of the date first above written.
PIONEER INVESTMENT MANAGEMENT, INC.
By:
-------------------------------------
Name:
Title:
UBS SECURITIES LLC
By:
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
By:
-------------------------------------
Name: Xxxx X. Reit
Title: Executive Director
UBS Securities LLC Indemnification Agreement
July , 2003
UBS Securities LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
In connection with the engagement of UBS Securities LLC ("UBS Securities")
to advise and assist the undersigned (together with its affiliates and
subsidiaries, referred to as the "Company") with the matters set forth in the
Agreement dated July , 2003 between the Company and UBS Securities (the
"Agreement"), in the event that UBS Securities becomes involved in any capacity
in any claim, suit, action, proceeding, investigation or inquiry (including,
without limitation, any shareholder or derivative action or arbitration
proceeding) (collectively, a "Proceeding") in connection with any matter in any
way relating to or referred to in the Agreement or arising out of the matters
contemplated by the Agreement, including, without limitation, related services
and activities prior to the date of the Agreement, the Company agrees to
indemnify, defend and hold UBS Securities harmless to the fullest extent
permitted by law, from and against any losses, claims, damages, liabilities and
expenses in connection with any matter in any way relating to or referred to in
the Agreement or arising out of the matters contemplated by the Agreement,
including, without limitation, related services and activities prior to the date
of the Agreement, except to the extent that it shall be determined by a court of
competent jurisdiction in a judgment that has become final in that it is no
longer subject to appeal or other review, that such losses, claims, damages,
liabilities and expenses resulted solely from the gross negligence or willful
misconduct of UBS Securities. In addition, in the event that UBS Securities
becomes involved in any capacity in any Proceeding in connection with any matter
in any way relating to or referred to in the Agreement or arising out of the
matters contemplated by the Agreement, including, without limitation, related
services and activities prior to the date of the Agreement, the Company will
reimburse UBS Securities for its legal and other expenses (including the cost of
any investigation and preparation) as such expenses are incurred by UBS
Securities in connection therewith. If such indemnification were not to be
available for any reason, the Company agrees to contribute to the losses,
claims, damages, liabilities and expenses involved (i) in the proportion
appropriate to reflect the relative benefits received or sought to be received
by the Company and its stockholders and affiliates and other constituencies, on
the one hand, and UBS Securities, on the other hand, in the matters contemplated
by the Agreement or (ii) if (but only if and to the extent) the allocation
provided for in clause (i) is for any reason held unenforceable, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) but also the relative fault of the Company and its stockholders
and affiliates and other constituencies, on the one hand, and the party entitled
to contribution, on the other hand, as well as any other relevant equitable
considerations. The Company agrees that for the purposes of this paragraph the
relative benefits received, or sought to be received, by the Company and its
stockholders and affiliates, on the one hand, and the party entitled to
contribution, on the other hand, of a transaction as contemplated
1
shall be deemed to be in the same proportion that the total value received or
paid or contemplated to be received or paid by the Company or its stockholders
or affiliates and other constituencies, as the case may be, as a result of or in
connection with the transaction (whether or not consummated) for which UBS
Securities has been retained to perform financial services bears to the fees
paid to UBS Securities under the Agreement; provided, that in no event shall the
Company contribute less than the amount necessary to assure that UBS Securities
is not liable for losses, claims, damages, liabilities and expenses in excess of
the amount of fees actually received by UBS Securities pursuant to the
Agreement. Relative fault shall be determined by reference to, among other
things, whether any alleged untrue statement or omission or any other alleged
conduct relates to information provided by the Company or other conduct by the
Company (or its employees or other agents), on the one hand, or by UBS
Securities, on the other hand. The Company will not settle any Proceeding in
respect of which indemnity may be sought hereunder, whether or not UBS
Securities is an actual or potential party to such Proceeding, without UBS
Securities' prior written consent. For purposes of this Indemnification
Agreement, UBS Securities shall include UBS Securities LLC, any of its
affiliates, each other person, if any, controlling UBS Securities or any of its
affiliates, their respective officers current and former directors, employees
and agents, and the successors and assigns of all of the foregoing persons. The
foregoing indemnity and contribution agreement shall be in addition to any
rights that any indemnified party may have at common law or otherwise.
The Company agrees that neither UBS Securities nor any of its affiliates,
directors, agents, employees or controlling persons shall have any liability to
the Company or any person asserting claims on behalf of or in right of the
Company in connection with or as a result of either UBS Securities' engagement
under the Agreement or any matter referred to in the Agreement, including,
without limitation, related services and activities prior to the date of the
Agreement, except to the extent that it shall be determined by a court of
competent jurisdiction in a judgment that has become final in that it is no
longer subject to appeal or other review that any losses, claims, damages,
liabilities or expenses incurred by the Company resulted solely from the gross
negligence or willful misconduct of UBS Securities in performing the services
that are the subject of the Agreement.
THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF
ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS
AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW,
NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE
COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH
COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS,
AND THE COMPANY AND UBS SECURITIES CONSENT TO THE JURISDICTION OF SUCH COURTS
AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO
PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY
2
COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT
IS BROUGHT BY AND THIRD PARTY AGAINST UBS SECURITIES OR ANY INDEMNIFIED PARTY.
EACH OF UBS SECURITIES AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT
OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL
JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO
THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON
THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH
THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.
3
The foregoing Indemnification Agreement shall remain in full force and
effect notwithstanding any termination of UBS Securities' engagement. This
Indemnification Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same agreement.
Very truly yours,
PIONEER INVESTMENT MANAGEMENT, INC.
By:
------------------------------------
Name:
Title:
Accepted and agreed to as of
the date first above written:
UBS SECURITIES LLC
By
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
By
---------------------------------
Name: Xxxx X. Reit
Title: Executive Director
4
