JOINT FILING AND SOLICITATION AGREEMENT
Exhibit
99.1
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of Pioneer
Municipal and Equity Income Trust, a Delaware trust (the “Trust”);
WHEREAS,
Western Investment LLC, a Delaware limited liability company, Xxxxxx X. Xxxxxx,
Western Investment Hedged Partners L.P., a Delaware limited partnership, Western
Investment Activism Partners LLC, a Delaware limited liability company, Western
Investment Total Return Fund Ltd., a Cayman Islands corporation, Western
Investment Total Return Partners L.P., a Delaware limited partnership, Benchmark
Plus Institutional Partners, L.L.C., a Delaware limited liability company,
Benchmark Plus Partners, L.L.C, a Delaware limited liability company, Benchmark
Plus Management, L.L.C., a Delaware limited liability company, Xxxxx Xxxxxxxxx,
Xxxxxx Xxxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxxxxx
and Xxxxxxx X. Xxxxxx wish to form a group for the purpose of seeking
representation on the Board of Trustees of the Trust at the 2008 annual meeting
of stockholders of the Trust, or any other meeting of stockholders held in
lieu
thereof, and any adjournments, postponements, reschedulings or continuations
thereof (the “2008 Annual Meeting”) and for the purpose of taking all other
action necessary to achieve the foregoing.
NOW,
IT
IS AGREED, this 25th day of January 2008 by the parties hereto:
1.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act
of
1934, as amended (the “Exchange Act”), each of the undersigned (collectively,
the “Group”) agrees to the joint filing on behalf of each of them of statements
on Schedule 13D, and any amendments thereto, with respect to the securities
of
the Trust. Each member of the Group shall be responsible for the
accuracy and completeness of his/its own disclosure therein, and is not
responsible for the accuracy and completeness of the information concerning
the
other members, unless such member knows or has reason to know that such
information is inaccurate.
2.
So long as this agreement is in effect, each of the undersigned shall provide
written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”)
of (i) any of their purchases or sales of securities of the Trust; or (ii)
any
securities of the Trust over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each
such transaction.
3.
Each of the undersigned agrees to form the Group for the purpose of soliciting
proxies or written consents for the election of the persons nominated by the
Group to the Board of Trustees of the Trust at the 2008 Annual Meeting and
for
the purpose of taking all other actions incidental to the
foregoing.
4.
Western Investment LLC shall have the right to pre-approve all expenses incurred
in connection with the Group’s activities and agree to pay directly all such
pre-approved expenses.
5.
Each of the undersigned agrees that any SEC filing, press release or stockholder
communication proposed to be made or issued by the Group or any member of the
Group in connection with the Group’s activities set forth in Section 4 shall be
first approved by Western Investment LLC, or its representatives, which approval
shall not be unreasonably withheld.
6.
The relationship of the parties hereto shall be limited to carrying on the
business of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing herein shall
be construed to authorize any party to act as an agent for any other party,
or
to create a joint venture or partnership, or to constitute an indemnification.
Nothing herein shall restrict any party’s right to purchase or sell securities
of the Trust, as he/it deems appropriate, in his/its sole discretion, provided
that all such sales are made in compliance with all applicable securities
laws.
7.
This Agreement may be executed in counterparts, each of which shall be deemed
an
original and all of which, taken together, shall constitute but one and the
same
instrument, which may be sufficiently evidenced by one counterpart.
8.
In the event of any dispute arising out of the provisions of this Agreement
or
their investment in the Trust, the parties hereto consent and submit to the
exclusive jurisdiction of the Federal and State Courts in the State of New
York.
9.
Any party hereto may terminate his/its obligations under this Agreement on
24
hours’ written notice to all other parties, with a copy by fax to Xxxx Xxxxxxxx
at Xxxxxx, Fax No. (000) 000-0000.
10.
Each party acknowledges that Xxxxxx shall act as counsel for both the Group
and
Western Investment LLC and its affiliates relating to their investment in the
Trust.
11.
Each of the undersigned parties hereby agrees that this Agreement shall be
filed
as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act.
2
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as
of the day and year first above written.
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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Title:
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Managing
Member
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WESTERN
INVESTMENT HEDGED PARTNERS L.P.
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By:
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General
Partner
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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Title:
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Managing
Member
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WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
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By:
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Managing
Member
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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Title:
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Managing
Member
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WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
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By:
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Investment
Manager
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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Title:
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Managing
Member
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WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
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By:
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General
Partner
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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Title:
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Managing
Member
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/s/
Xxxxxx X. Xxxxxx
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XXXXXX
X. XXXXXX
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BENCHMARK
PLUS INSTITUTIONAL PARTNERS L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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/s/
Xxxxxx Xxxxxxxx
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Name:
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Xxxxxx
Xxxxxxxx
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Title:
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Managing
Member
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By:
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/s/
Xxxxx Xxxxxxxxx
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Name:
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Xxxxx
Xxxxxxxxx
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Title:
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Managing
Member
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BENCHMARK
PLUS PARTNERS, L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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/s/
Xxxxxx Xxxxxxxx
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Name:
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Xxxxxx
Xxxxxxxx
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Title:
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Managing
Member
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By:
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/s/
Xxxxx Xxxxxxxxx
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Name:
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Xxxxx
Xxxxxxxxx
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Title:
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Managing
Member
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BENCHMARK
PLUS MANAGEMENT, L.L.C.
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By:
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/s/
Xxxxxx Xxxxxxxx
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Name:
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Xxxxxx
Xxxxxxxx
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Title:
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Managing
Member
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By:
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/s/
Xxxxx Xxxxxxxxx
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Name:
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Xxxxx
Xxxxxxxxx
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Title:
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Managing
Member
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/s/
Xxxxxx Xxxxxxxx
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XXXXXX
XXXXXXXX
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/s/
Xxxxx Xxxxxxxxx
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XXXXX
XXXXXXXXX
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/s/
Xxxxxxx X. Xxxxxxxxx
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XXXXXXX
X. XXXXXXXXX
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/s/
Xxxxxxx X. Xxxxxxx
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XXXXXXX
X. XXXXXXX
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/s/
Xxxx X. Xxxxxxxxxx
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XXXX
X. XXXXXXXXXX
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/s/
Xxxxxxx X. Xxxxxx
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XXXXXXX
X. XXXXXX
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