Exhibit (k)(4)
SUB-TRANSFER AGENCY AND REGISTRAR SERVICES
AGREEMENT
BY AND BETWEEN:
Pioneer Investment Management Shareholder Services, Inc.
(PIONEER INVESTMENTS(R) LOGO)
AND
(AST LOGO)
AMERICAN STOCK TRANSFER & TRUST COMPANY
Dated: July 17, 2006
TABLE OF CONTENTS
Section 1. Appointment of Agent 3
Section 2. Standard Services 4
Section 3. Fees and Expenses 6
Section 4. Representations and Warranties of AST 7
Section 5. Representations and Warranties of the Company 8
Section 6. Reliance and Indemnification 8
Section 7. Standard of Care 10
Section 8. Limitations 10
Section 9. Covenants of the Company and AST 11
Section 10. Term and Termination 12
Section 11. Assignment 13
Section 12. Notices 13
Section 13. Successors 14
Section 14. Amendment 14
Section 15. Severability 14
Section 16. Governing Law 14
Section 17. Descriptive Headings 14
Section 18. Third Party Beneficiaries 14
Section 19. Survival 15
Section 20. Merger of Agreement 15
Section 21. Counterparts 15
Signatures 16
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SUB-TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
This Sub-Transfer Agency and Registrar Services Agreement (the Agreement"),
dated as of July 17, 2006 is between Pioneer Investment Management Shareholder
Services, Inc., a Delaware corporation and a member of the UniCredito Italiano
banking group, register of banking groups (the "Company") as agent for (1)
Pioneer High Income Trust, (2) Pioneer Municipal High Income Trust, (3) Pioneer
Tax Advantaged Balanced Trust, (4) Pioneer Floating Rate Trust, (5) Pioneer
Municipal High Income Advantage Trust and (6) Pioneer Interest Shares (each a
"Fund" and collectively, the "Funds"), and American Stock Transfer & Trust
Company, a New York corporation ("AST").
WHEREAS, the Company is the transfer agent to the Funds and desires to
appoint AST as sub-transfer agent, dividend disbursing agent and registrar;
WHEREAS, AST desires to accept such appointment and perform the services
related to such appointment;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
Section 1. Appointment of Agent
1.01 The Company hereby appoints AST to act as sub-transfer agent and
registrar for the common shares of beneficial interest of the Funds
and for any such other shares of the Funds as the Company may request
in writing ("the Shares") in accordance with the terms and conditions
hereof, and AST hereby accepts such appointment.
1.02 In connection with the appointment of AST as sub-transfer agent and
registrar for each Fund, the Company shall provide AST:
(a) Specimens of the signatures of the officers of the Company and/or
Fund authorized to sign stock certificates and specimens of the
signatures of the individuals authorized to sign written
instructions and requests;
(b) A copy of the Certificate of Trust, Agreement and Declaration of
Trust and by-laws for each of the Funds and, on a continuing
basis, copies of all material amendments to any of the Agreements
and Declarations of Trust or by-laws made after the date of this
Agreement (such amendments to be provided promptly after such
amendments are made); and
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(c) A sufficient supply of blank certificates signed by (or bearing
the facsimile signature of) the officers of the company and/or
the Funds authorized to sign stock certificates and bearing the
Fund's corporate seal (if required). AST may use certificates
bearing the signature of a person who at the time of use is no
longer an officer of the company.
Section 2. Standard Services
2.01 In accordance with the procedures established from time to time by
agreement between the Company and AST, AST shall provide the following
services:
(a) Create and maintain shareholder accounts for all Shares;
(b) Provide online access capability for the Company's personnel,
including "read-only" access to individual shareholder files;
(c) Review transfer documents and certificates for acceptability;
(d) Complete transfer debit and credit transactions;
(e) Provide for the original issuance of shares as directed by the
Company;
(f) Maintain Treasury accounts in book entry;
(g) Furnish clear, simple, and detailed instructions to shareholders
throughout the transfer process, as well as clear and concise
written explanations of rejected transfers;
(h) Post transfers to the record system daily;
(i) Prepare a list of shareholders entitled to vote at the annual or
any special meeting as requested by the Company;
(j) As required by the Company, mail all proxy materials to
shareholders of record as of the proxy record date or provide a
list of the names (and other relevant information) of such
shareholders of record to a designated third party for purposes
of such mailing (it being understood, however, that production of
such external files shall be billable as an
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expense at AST's standard rates for the production of external
tapes);
(k) Tabulate returned proxy cards unless the Company selects a
third-party proxy tabulator;
(l) Provide the company with access to shareholder voting records via
online access or by written report, prior to each Fund's annual
or special meeting;
(m) Provide appropriate responses to electronic, telephonic and
written inquiries from each Fund's shareholders;
(n) Provide an 800 toll-free number and toll number in conjunction
with an interactive telephone system capable of providing
information and handling shareholder requests without talking to
a representative;
(o) Prepare and submit appropriate tax and other reports required by
State and Federal agencies, principal stock exchanges, and
shareholders, as requested by the Company;
(p) Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed, unless AST has received
notice that such certificates were acquired by a bona fide
purchaser. AST shall be entitled to demand an open penalty surety
bond satisfactory to AST holding AST, the Funds and the Company
harmless. AST shall be entitled to demand payment of the premium
and processing fee for such open penalty surety bond from the
shareholder. AST, at its option, may issue replacement
certificates in place of mutilated stock certificates upon
presentation thereof without such indemnity; AST to perform
required filing of regulatory (SIC and SEC) reports related to
the recording, maintenance, and reporting of lost certificates.
(q) Compute monthly or quarterly dividend payment, as the case may
be, for each account as of the record date, balanced to the
official share position;
(r) Prepare and transmit payments for dividends and other
distributions, including annual capital gains distributions and
any other special distributions, requested by the Company and
declared by each Fund, provided good funds
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for said dividends or distributions are received by AST on the
morning of the payable date for said dividends or distributions;
(s) Code lost accounts to suppress printing and mailing of checks in
accordance with applicable policies and guidelines;
(t) Replace lost or stolen dividend checks at a shareholder's
request; and
(u) Withhold taxes on dividends and other distributions at the
appropriate rate when applicable.
(v) Prepare and deliver, not less frequently than on a calendar
quarter basis, compliance reports to the Company containing
volumes and service standards related to activities AST is
performing. Reports shall be delivered in a format mutually
agreed to between the Company and AST and provide the Company
with the necessary data to meet its required oversight of service
providers' responsibilities.
2.02 The Company shall have the obligation to discharge all applicable
escheat and notification obligations. Notwithstanding the foregoing,
upon request, AST will assist the Company in discharging these
obligations. AST should be responsible for all escheatment activities
and abandoned property filings.
2.03 AST may, at its election, outsource any of the services to be provided
hereunder, but shall retain ultimate responsibility for any of the
services so provided. AST will notify the Company when a significant
service(s) is outsourced.
2.04 AST may provide further services to, or on behalf of, the Company as
may be agreed upon between the Company and AST.
2.05 AST represents and warrants that it is in, and will continue to be in,
substantial compliance with all laws and regulations applicable to the
services to be performed hereunder, including without limitation
Section 17 of the Securities Exchange Act of 1934 Act (the "1934 Act")
and rules thereunder ("Applicable Law"). AST represents and warrants
that it is registered as a transfer agent with the Securities and
Exchange Commission pursuant to Section 17 of
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the 1934 Act and hereby undertakes to maintain its registration so
long as it provides services hereunder. In addition, AST shall provide
to the Company, at the time of appointment and annually thereafter, a
report on the accounting controls of AST under Rule 17Ad-13 under the
1934 Act as well such certifications of compliance as may be
reasonably requested by the Company or the Funds from time to time.
Section 3. Fees and Expenses
3.01 Fees
The Company agrees to pay AST fees for the service performed pursuant
to this agreement in the amount of $1,000.00 per month, per Fund.
Notwithstanding the foregoing, in the event that the scope of services
to be provided by AST is increased substantially, the parties shall
negotiate in good faith to determine reasonable compensation for such
additional services.
3.02 Out-of-Pocket Expenses
(a) In addition to the fees paid under Section 3.01 above, the
Company agrees to reimburse AST for all reasonable out-of-pocket
expenses or other charges incurred by AST in connection with the
provision of services to the Company (including attorneys fees)
at AST's rates then in effect.
(b) Notwithstanding section 3.03 below, AST reserves the right to
request advance payment for substantial out-of-pocket
expenditures.
3.03. Payment of Fees and Expenses
The Company agrees to pay all fees and reimbursable expenses within
thirty (30) days following the receipt of a billing notice. Interest
charges will accrue on unpaid balances outstanding for more than sixty
(60) days.
3.04 Services Required by Legislation
New or materially expanded services required by legislation or
regulatory mandate that become effective after the effective date of
this Agreement shall not be part of the standard services, and shall
be billed by separate written agreement, provided that this
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provision shall not relieve AST from its obligations hereunder to
comply with Applicable Law in providing the services under this
Agreement.
Section 4. Representations and Warranties of AST
AST represents and warrants to the Company that:
It is a corporation duly organized and validly existing in good
standing under the laws of the State of New York;
It is duly qualified to carry on its business in the State of New
York;
It is empowered under Applicable Laws and by its Charter and By-laws
to enter into and perform this Agreement; and
All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
Section 5. Representations and Warranties of the Company
The Company represents and warrants to AST that:
It is a corporation duly organized and validly existing and in good
standing under the laws of the state of Delaware;
It is empowered under Applicable Laws and governing instruments to
enter into and perform this Agreement;
All corporate proceedings required by said governing instruments and
applicable law have been taken to authorize it to enter into and
perform this Agreement;
Section 6. Reliance and Indemnification
6.01 AST may rely on any written or oral instructions received from any
person it believes in good faith to be an officer, authorized agent or
employee of the Company, unless, prior thereto, (a) the Company shall
have advised AST in writing that it is entitled to rely only on
written instructions of designated officers of the Company; (b) it
furnishes AST with an appropriate incumbency certificate for such
officers and their signatures; and (c) the Company thereafter keeps
such designation current with an annual (or more frequent, if
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required) re-filing. AST may also rely on advice, opinions or
instructions received from the Company's legal counsel provided that
AST acts reasonably pursuant to such advice. AST may, in any event,
rely on advice received from its legal counsel at its own expense,
provided that AST acts reasonably pursuant to such advice. AST may
rely (a) on any writing or other instruction believed by it in good
faith to have been furnished by or on behalf of the Company or a
Shareholder; (b) on any statement of fact contained in any such
writing or other instruction which it in good faith does not believe
to be inaccurate; (c) on the apparent authority of any person to act
on behalf of the Company or a Shareholder as having actual authority
to the extent of such apparent authority; (d) on the authenticity of
any signature (manual or facsimile) appearing on any writing; and (e)
on the conformity to original of any copy. AST shall further be
entitled to rely on any information, records and documents provided to
AST by a former transfer agent or former registrar on behalf of the
Company.
6.02 AST shall not be responsible for, and the Company shall indemnify and
hold AST harmless from and against, any and all losses, damages,
costs, charges, judgments, fines, amounts paid in settlement, counsel
fees and expenses, payments, general expenses and/or liability
(collectively, "Losses") arising out of or attributable to:
(a) AST's (and/or its agents' or subcontractors') actions performed
in its capacity as sub-transfer agent and/or registrar, provided
that such actions are taken in good faith and without negligence
or willful misconduct;
(b) The Company's lack of good faith, negligence or willful
misconduct or the breach of any representation or warranty of the
Company hereunder;
(c) Any action(s) taken in accordance with section 6.01 above;
(d) Any action(s) performed pursuant to a written order or request
issued by a statutory, regulatory, governmental or
quasi-governmental body (AST shall, however, provide the Company
with prompt notice upon receiving such order or request, unless
AST is legally compelled not to do so), provided that AST's
actions in response to such order or request are reasonable and
that AST furnishes information
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only to the extent it is legally required, unless the Company has
consented to such disclosure;
(e) Any reasonable expenses, including attorney fees, incurred in
seeking to enforce the foregoing indemnities.
6.03 AST will research the records delivered to it on its appointment as
agent if it receives a stock certificate not reflected in said
records. If neither the Company nor AST is able to reconcile said
certificate with said records (so that the transfer of said
certificate on the records maintained by AST would create an
overissue), the Company shall either increase the number of its issued
shares, or acquire and cancel a sufficient number of issued shares, to
correct the overissue.
6.04 The Company shall not be responsible for, and AST shall indemnify and
hold the Company and the Funds harmless from and against, any and all
Losses arising out of or attributable to: (a) negligence or willful
misconduct by AST (or one of its agents or subcontractors) in the
performance of the services hereunder; (b) any breach of any covenant
or obligation of AST (or one of its agents or subcontractors)
contained in this Agreement; or (c) any failure by AST or one of its
agents or subcontractors to comply with Applicable Law.
6.05 The foregoing indemnities shall not terminate on termination of AST's
acting as sub-transfer agent and/or registrar, and they are
irrevocable. AST's acceptance of its appointment as sub-transfer agent
and/or registrar, evidenced by its acting as such for any period, on
the one hand, and the Company's receipt of such services, on the other
hand, shall be deemed sufficient consideration for the foregoing
indemnities.
Section 7. Standard of Care
AST shall, at all times, act in good faith. AST agrees to use its best
efforts, within reasonable time limits, to ensure the accuracy of all
services performed under this Agreement.
Section 8. Limitations
AST shall not be responsible for the validity of the issuance,
presentation or transfer of stock; the genuineness of endorsements;
the authority of presentors; or the collection or payment of charges
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or taxes incident to the issuance or transfer of stock. AST may,
however, delay or decline an issuance or transfer if it deems it to be
in its or the Company's best interests to receive evidence or
assurance of such validity, authority, collection or payment. AST
shall not be responsible for any discrepancies in its records or
between its records and those of the Company, if it is a successor
transfer agent or successor registrar, unless no discrepancy existed
in the records of the Company and any predecessor transfer agent or
predecessor registrar. AST shall not be deemed to have notice of, or
to be required to inquire regarding, any provision of the Company's
charter, certificate of incorporation, or by-laws, any court or
administrative order, or any other document, unless it is specifically
advised of such in a writing from the Company, which writing shall set
forth the manner in which it affects the Shares. In no event shall AST
be responsible for any transfer or issuance not effected by it.
AS TO ANY CLAIMS BETWEEN THE PARTIES (EXCLUDING THIRD PARY CLAIMS) IN
NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INCIDENTAL,
SPECIAL, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS
OF PROFITS, REVENUE, DATA OR COST OF COVER.
AS TO ANY CLAIMS BETWEEN THE PARTIES (EXCLUDING THIRD PARY CLAIMS),
NEITHER PARTY'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF ALL FEES (EXCLUDING
EXPENSES) TO BE PAID UNDER THIS AGREEMENT FOR A TWELVE MONTH PERIOD.
Section 9. Covenants of the Company and AST
9.01 AST agrees to establish and maintain facilities and procedures
reasonably acceptable to the Company for the safekeeping of stock
certificates.
9.02 AST shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. AST agrees
that all such records prepared or maintained by it relating to the
services performed hereunder are the property of the Fund and will be
preserved, maintained and made available to the Company or Fund in
accordance with the requirements of law, and will be surrendered
promptly to the Company on and in accordance with
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its request. However, AST shall be entitled to destroy or otherwise
dispose of records belonging to the Company and/or the Funds in
accordance with AST's standard document and record retention practices
and/or procedures so long as such destruction or disposal is
consistent with Applicable Law and AST has provided reasonable notice
to the Company.
AST will keep confidential all records and information provided by the Company
or by the shareholders of a Fund, except to the extent disclosures are required
by this Agreement or are required by a valid subpoena or warrant issued by a
court of competent jurisdiction or by a state or federal agency, or by a U.S. or
foreign governmental or regulatory authority with jurisdiction. The parties
further agree that any Non-Public Personal Information, as that term is defined
in Regulation S-P ("Reg. S-P") promulgated by the Securities and Exchange
Commission that may be disclosed by the Company hereunder is disclosed for the
specific purpose of permitting AST to perform the services set forth in this
Agreement. AST agrees that, with respect to such information, it will comply
with Reg. S-P and any other Applicable Law relating to privacy and that it will
not disclose any Non-Public Personal Information received in connection with
this Agreement to any other party, except to the extent required to carry out
the services set forth in this Agreement or as otherwise permitted by Applicable
Law. The prohibitions against disclosing information in this Section 9 shall not
apply to the extent that AST must disclose such information to its subcontractor
for purposes of providing services under this Agreement provided that the
contract providing for such services by the subcontractor obligates the
subcontractor pursuant to a provision substantially similar to this Section 9.
AST agrees to make available to the company, a copy of AST's Privacy Policy, and
to notify the Company promptly of material changes to its Privacy Policy. AST
further agrees to notify the Company promptly of any violations to its Policy,
material or otherwise, that result in a breach or potential breach of Company's
data.
9.03 AST and the Company agree that all confidential books, records,
information and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall remain confidential, and shall
not be voluntarily disclosed to any other person, except as may be
required by law or as permitted by AST's privacy policy as then in
effect.
Section 10. Term and Termination
10.01 The initial term of this Agreement shall be three (3) years from the
date first referenced above and the appointment shall automatically be
renewed for one year successive terms without further action of
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the parties, unless written notice is provided by either party at
least 90 days prior to the end of the initial or any subsequent
period. The term of this appointment shall be governed in accordance
with this paragraph, notwithstanding the cessation of active trading
in the capital stock of any Fund.
10.02 In the event that AST commits any continuing breach of its material
obligations under this Agreement, and such breach remains uncured for
more than sixty (60) days after written notice by the Company (which
notice shall explicitly reference this provision of the Agreement),
the Company shall be entitled to terminate this agreement with no
further payments other than (a) payment of any amounts then
outstanding under this Agreement and (b) payment of any amounts
required pursuant to Section 10.05 hereof.
10.03 In the event that the Company terminates this Agreement other than
pursuant to Sections 10.01 and 10.02 above, the Company shall be
obligated to immediately pay all amounts that would have otherwise
accrued during the term of the Agreement pursuant to Section 3 above,
as well as the charges accruing pursuant to Section 10.05 below.
10.04 In the event that the Company commits any breach of its material
obligations to AST, including non-payment of any amount owing to AST,
and such breach remains uncured for more than sixty (60) days, AST
shall have the right to terminate or suspend its services after
written notice by AST (which notice shall explicitly reference this
provision of the Agreement) to the Company. During such time as AST
may suspend its services, AST shall have no obligation to act as
sub-transfer agent and/or registrar on behalf of the Company, and
shall not be deemed its agent for such purposes.
10.05 Should the Company elect not to renew this Agreement or otherwise
terminate this Agreement, AST shall be entitled to reasonable costs
for records for delivery to its successor or to the Company, and for
forwarding and maintaining records with respect to certificates
received after such termination. AST will perform its services in
assisting with the transfer of records in a diligent and professional
manner.
Section 11. Assignment
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Neither this Agreement, nor any rights or obligations hereunder, may
be assigned by either party without the written consent of the other
party.
Section 12. Notices
Any notice or communication by AST or the Company to the other is duly
given if in writing and delivered in person or mailed by first class
mail (postage prepaid), telex, telecopier or overnight air courier to
the other's address:
If to the Company:
Pioneer Investment Management Shareholder Services, Inc.
ATTN: General Counsel
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
If to AST:
Xx. Xxxxxx Xxxxxxxxx
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Telecopy No.: (000) 000-0000
With a copy to:
American Stock Transfer & Trust Company
Attn: General Counsel
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
AST and the Company may, by notice to the other, designate additional
or different addresses for subsequent notices or communications.
Section 13. Successors
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All the covenants and provisions of this Agreement by or for the
benefit of the Company or AST shall bind and inure to the benefit of
their respective successors and assigns hereunder.
Section 14. Amendment
This agreement may be amended or modified by a written amendment
executed by both parties hereto.
Section 15. Severability
If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated. To the extent that any provision hereof is deemed to be
unenforceable under applicable law, it shall be deemed replaced by an
enforceable provision to the same or nearest possible effect.
Section 16. Governing Law
This Agreement shall be governed by the laws of the State of New York.
Section 17. Descriptive Headings
Descriptive headings of the several sections of this Agreement are
inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
Section 18. Third Party Beneficiaries
The provisions of this Agreement are intended to benefit only AST, the
Company, the Funds and their respective successors and assigns. No
rights shall be granted to any other person by virtue of this
Agreement, and there are no third party beneficiaries hereof.
Section 19. Survival
All provisions regarding indemnification, liability and limits thereon
shall survive the termination of this Agreement.
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Section 20. Merger of Agreement
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof, whether oral or written.
Section 21. Counterparts
This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one
and the same instrument.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by one of its officers thereunto duly authorized, all as of the date
first written above.
PIONEER INVESTMENT MANAGEMENT
SHAREHOLDER SERVICES, INC.
By. /s/ Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: President
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AMENDMENT TO
SUB-TRANSFER AGENCY AND REGISTRAR SERVICES
AGREEMENT
BY AND BETWEEN:
PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC.
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY
DATED: [_________] 2007
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THIS AMENDMENT (this "Amendment"), dated as of [_________] 2007, is entered into
by and between Pioneer Investment Management Shareholder Services, Inc., a
Massachusetts corporation and a Member of the UniCredito Italiano Banking Group,
Register of Banking Groups (the "Company") and American Stock Transfer & Trust
company, a New York corporation ("AST").
WHEREAS, the Company and AST entered into a certain Sub-Transfer Agency and
Registrar Service Agreement dated July 17, 2006 (the "Agreement") pursuant to
which AST provides transfer agent and related services to the Company.
Capitalized terms used herein, but not otherwise defined herein, shall have the
meanings set forth in the Agreement.
WHEREAS, the Company and AST desire to amend this Agreement as provided in the
Amendments:
NOW THEREFORE, in consideration of the mutual conditions and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Amendments to Agreement
(a) The first paragraph of the Agreement is hereby amended to add an additional
fund to be serviced under the agreement, Pioneer Diversified High Income Trust
(the "Fund"). The Company is agent for the Fund and all services to be provided
by AST under the Agreement will be provided to the Fund. All other appropriate
provisions of the agreement will apply to the Fund, including but not limited
to, Section 3, Fees and Expenses
(b) Section 2. Standard Services, 2.01, is hereby amended to add the following:
(w) As required by the Company, AST will mail the Funds' Annual and
Semiannual reports to shareholders. Each report will be mailed one business day
after receipt by AST to shareholders of record as of the 30th calendar day after
the date of the Annual or Semiannual report.
(x) AST will comply with current IRS regulations, processes, and procedures
as outlined in IRS Publication 1281 for B-Notice processing. Upon receipt of an
IRS C-Notice, when appropriate, AST will code the shareholder account for backup
withholding of taxes on dividends and other distributions at the appropriate
rate. AST will timely file Form 945 with the IRS to report any amounts withheld
on IRS Forms 1099-DIVand 1099-INT.
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(y) AST will mail IRS Forms 1099-DIV and 1099-INT to shareholders in a
timely manner and in accordance with IRS regulations.
Section 2. Standard Services, 2.05, is hereby amended to add the following:
AST further represents and warrants that it is in compliance with Section
17f of the 1934 Act and that all AST employees are properly fingerprinted and
that new employees will be fingerprinted. AST will submit new fingerprints to
the appropriate authority for evaluation. When notified that any employee(s) or
potential employee(s) has been convicted of a crime, AST will not employ or will
dismiss such employee(s). AST further represents and warrants that it is in
compliance with Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and its
implementing regulations and that it is in compliance with SEC Regulation S-P
and will safeguard and protect shareholders information in accordance with
Regulation S-P.
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