PIONEER FAMILY OF FUNDS
MASTER INVESTMENT COMPANY SERVICE AGREEMENT
March 4, 2003
WHEREAS, each open-end and closed-end investment management company
listed on Exhibit A hereto organized as either a Delaware business trust or a
Massachusetts business trust, each with its principal place of business at 00
Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (each a "Customer"), has previously
entered into an investment management company service agreement (the "Original
Agreement(s)") between itself and Pioneer Investment Management Shareholder
Services, Inc., a Massachusetts corporation with its principal place of business
at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("PIMSS"); and
WHEREAS, Customer and PIMSS now have determined that it is desirable to
amend and restate each Original Agreement so as to provide for a Master
Investment Company Service Agreement between each Customer listed on Exhibit A
hereto, as amended from time to time, and PIMSS, and that each Original
Agreement is hereby superseded by this Agreement as of the date hereof;
NOW THEREFORE, each Customer, severally and not jointly, and PIMSS
hereby agree as follows:
1. SERVICES TO BE PROVIDED BY PIMSS. During the term of this Agreement,
PIMSS will provide to each series of shares of beneficial interest of Customer
which may be established from time to time (the "Account") the services
described in Exhibits C, D, E and F (collectively, the Exhibits). 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.
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. PIMSS shall at all times use reasonable care
and act in good faith in performing its duties hereunder. PIMSS shall incur
no liability to Customer in connection with its performance of services
hereunder except to the extent that it does not comply with the foregoing
standards.
PIMSS shall at all times adhere to various procedures and systems
consistent with industry standards in order to safeguard Customer's checks,
records and other data from loss or damage attributable to fire or theft. PIMSS
shall maintain insurance adequate to protect against the costs of reconstructing
checks, records and other data in the event of such loss and shall notify
Customer in the event of a material adverse change in such insurance coverage.
In the event of damage or loss occurring to Customer's records or data such that
PIMSS is unable to meet the terms of this Agreement, PIMSS shall transfer all
records and data to a transfer agent of Customer's choosing upon Customer's
written authorization to do so.
Without limiting the generality of the foregoing, PIMSS shall not be
liable or responsible for delays or errors occurring by reason of circumstances
beyond its control, including acts of civil, military or banking authority,
national emergencies, labor difficulties, fire, flood or other catastrophes,
acts of God, insurrection, war, riots, failure of transportation, communication
or power supply.
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.
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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 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.
Subject to the provisions of Section 13 of this Agreement, 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,
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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 an (a) annual fee
per open account and (b) an annual fee per closed account in the applicable
amounts set forth in Exhibit B attached hereto in effect on the date hereof, or
as amended from time to time, such fees to be payable in equal monthly
installments. Customer shall reimburse PIMSS monthly for out-of-pocket expenses,
including, but not limited to, forms, postage, mail service, telephone charges,
including internet access charges, archives, microfiche and other records
storage services, mailing and tabulating proxies, sub account recordkeeper fees
relating to omnibus accounts, and miscellaneous. In addition, Customer will
reimburse any other expenses incurred by PIMSS at the request of or with the
consent of Customer.
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.
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(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 that:
(a) It is a business trust duly organized and existing and in
good standing under the laws of its governing jurisdiction.
(b) All requisite corporate proceedings have been taken to
authorize it to enter into this Agreement.
(c) It is empowered under all applicable laws and by its
Agreement and Declaration of Trust and By Laws to enter into and perform this
Agreement.
(d) It is either an open-end or closed-end management
investment company, as applicable, registered under the Investment Company Act
of 1940, as amended.
(e) A registration statement under the Securities Act of
1933, as amended (the "Registration Statement"), has been filed with the
Securities and Exchange Commission and is currently effective and will remain
effective, and appropriate state securities law filings have been made and will
continue to be made, with respect to all shares of beneficial interest of the
Customer to be offered for sale.
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 the Customer's Registration Statement and all
amendments thereto.
13. INDEMNIFICATION. Customer and PIMSS 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
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Agreement or any other person, shall be satisfied out of the assets of the
Account first and then of Customer 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,
Customer and PIMSS 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 together with all Exhibits 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
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EACH OF THE FUNDS LISTED ON
EXHIBIT A ATTACHED HERETO, AS
AMENDED FROM TIME TO TIME
(Severally and not Jointly)
By: /s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Treasurer
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EXHIBIT A - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT
Dated March __, 2003
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Pioneer America Income Trust
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Pioneer Balanced Fund
--------------------------------------------------------------------------------
Pioneer Bond Fund
--------------------------------------------------------------------------------
Pioneer Core Equity Fund
--------------------------------------------------------------------------------
Pioneer Emerging Growth Fund
--------------------------------------------------------------------------------
Pioneer Emerging Markets Fund
--------------------------------------------------------------------------------
Pioneer Equity Income Fund
--------------------------------------------------------------------------------
Pioneer Europe Fund
--------------------------------------------------------------------------------
Pioneer Europe Select Fund
--------------------------------------------------------------------------------
Pioneer Fund
--------------------------------------------------------------------------------
Pioneer Global High Yield Fund
--------------------------------------------------------------------------------
Pioneer Global Value Fund
--------------------------------------------------------------------------------
Pioneer Growth Shares
--------------------------------------------------------------------------------
Pioneer High Yield Fund
--------------------------------------------------------------------------------
Pioneer Independence Fund
--------------------------------------------------------------------------------
Pioneer Interest Shares
--------------------------------------------------------------------------------
Pioneer International Equity Fund
--------------------------------------------------------------------------------
Pioneer International Value Fund
--------------------------------------------------------------------------------
Pioneer Large Cap Growth Fund
--------------------------------------------------------------------------------
Pioneer Large Cap Value Fund
--------------------------------------------------------------------------------
Pioneer Long Short Fund
--------------------------------------------------------------------------------
Pioneer Mid Cap Growth Fund
--------------------------------------------------------------------------------
Pioneer Mid Cap Value Fund
--------------------------------------------------------------------------------
Pioneer Money Market Trust/Pioneer Cash Reserves Fund
--------------------------------------------------------------------------------
Pioneer Protected Principal Trust, a series fund consisting of:
--------------------------------------------------------------------------------
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
--------------------------------------------------------------------------------
Pioneer Real Estate Shares
--------------------------------------------------------------------------------
Pioneer Small Cap Value Fund
--------------------------------------------------------------------------------
Pioneer Small Company Fund
--------------------------------------------------------------------------------
Pioneer Strategic Income Fund
--------------------------------------------------------------------------------
Pioneer Tax Free Income Fund
--------------------------------------------------------------------------------
Pioneer Value Fund
--------------------------------------------------------------------------------
Pioneer Variable Contracts Trust, consisting of:
--------------------------------------------------------------------------------
Pioneer America Income VCT Portfolio
--------------------------------------------------------------------------------
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--------------------------------------------------------------------------------
Pioneer Balanced VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Emerging Markets VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Equity Income VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Europe VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Fund VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Growth Shares VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Global Value VCT Portfolio
--------------------------------------------------------------------------------
Pioneer High Yield VCT Portfolio
--------------------------------------------------------------------------------
Pioneer International Value VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Mid Cap Value VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Money Market VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Real Estate Shares VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Small Cap Value VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Small Company VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Strategic Income VCT Portfolio
--------------------------------------------------------------------------------
Pioneer Value VCT Portfolio
--------------------------------------------------------------------------------
Dated:
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EXHIBIT A - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT
Dated October 1, 0000
Xxxxxxx Xxxxxxx Income Trust
Pioneer Balanced Fund
Pioneer Bond Fund
Pioneer Core Equity Fund
Pioneer Emerging Growth Fund
Pioneer Emerging Markets Fund
Pioneer Equity Income Fund
Pioneer Europe Fund
Pioneer Europe Select Fund
Pioneer Fund
Pioneer Global High Yield Fund
Pioneer Global Value Fund
Pioneer Growth Shares
Pioneer High Yield Fund
Pioneer Independence Fund
Pioneer Interest Shares
Pioneer International Equity Fund
Pioneer International Value Fund
Pioneer Large Cap Growth Fund
Pioneer Large Cap Value Fund
Pioneer Long Short Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Money Market Trust/Pioneer Cash Reserves Fund
Pioneer Protected Principal Trust, a series fund consisting of:
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Real Estate Shares
Pioneer Series Trust I, a series trust consisting of:
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Series Trust II, a series trust consisting of:
Pioneer Xxxx Stock Fund
Pioneer Xxxx Small and Mid Cap Growth Fund
Pioneer Xxxx America Abroad Fund
Pioneer Xxxx America-Pacific Rim Fund
Pioneer Value Fund
Pioneer Variable Contracts Trust, consisting of:
Pioneer America Income VCT Portfolio
Pioneer Balanced VCT Portfolio
Pioneer Emerging Markets VCT Portfolio
Pioneer Equity Income VCT Portfolio
Pioneer Europe VCT Portfolio
Pioneer Fund VCT Portfolio
Pioneer Growth Shares VCT Portfolio
Pioneer High Yield VCT Portfolio
Pioneer International Value VCT Portfolio
Pioneer Mid Cap Value VCT Portfolio
Pioneer Money Market VCT Portfolio
Pioneer Real Estate Shares VCT Portfolio
Pioneer Small Cap Value VCT Portfolio
Pioneer Small Company VCT Portfolio
Pioneer Strategic Income VCT Portfolio
Pioneer Value VCT Portfolio
IN WITNESS WHEREOF, each of the parties hereto has caused this Exhibit to be
executed in its name and on its behalf.
Each of the open-end management PIONEER INVESTMENT MANAGEMENT
investment companies listed SHAREHOLDER SERVICES, INC.
on this Exhibit "A"
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary Title: Clerk
EXHIBIT A - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT
Dated October 1, 2003
Amended December 11, 0000
Xxxxxxx Xxxxxxx Income Trust
Pioneer Balanced Fund
Pioneer Bond Fund
Pioneer Emerging Growth Fund
Pioneer Emerging Markets Fund
Pioneer Equity Income Fund
Pioneer Europe Fund
Pioneer Europe Select Fund
Pioneer Fund
Pioneer Global High Yield Fund
Pioneer Growth Shares
Pioneer High Yield Fund
Pioneer Independence Fund
Pioneer Interest Shares
Pioneer International Equity Fund
Pioneer International Value Fund
Pioneer Large Cap Growth Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Money Market Trust/Pioneer Cash Reserves Fund
Pioneer Protected Principal Trust, a series fund consisting of:
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Real Estate Shares
Pioneer Research Fund
Pioneer Select Equity Fund
Pioneer Series Trust I, a series trust consisting of:
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Series Trust II, a series trust consisting of:
Pioneer Xxxx Stock Fund
Pioneer Xxxx Small and Mid Cap Growth Fund
Pioneer Xxxx America Abroad Fund
Pioneer Xxxx America-Pacific Rim Fund
Pioneer Value Fund
Pioneer Variable Contracts Trust, consisting of:
Pioneer America Income VCT Portfolio
Pioneer Balanced VCT Portfolio
Pioneer Emerging Markets VCT Portfolio
Pioneer Equity Income VCT Portfolio
Pioneer Europe VCT Portfolio
Pioneer Fund VCT Portfolio
Pioneer Growth Shares VCT Portfolio
Pioneer High Yield VCT Portfolio
Pioneer International Value VCT Portfolio
Pioneer Mid Cap Value VCT Portfolio
Pioneer Money Market VCT Portfolio
Pioneer Oak Ridge Large Cap Growth VCT Portfolio
Pioneer Xxxx America Abroad VCT Portfolio
Pioneer [Xxxx] Small and Mid Cap Growth VCT Portfolio
Pioneer Xxxx Stock VCT Portfolio
Pioneer Real Estate Shares VCT Portfolio
Pioneer Small Cap Value VCT Portfolio
Pioneer Small Company VCT Portfolio
Pioneer Strategic Income VCT Portfolio
Pioneer Value VCT Portfolio
IN WITNESS WHEREOF, each of the parties hereto has caused this Exhibit to be
executed in its name and on its behalf.
Each of the open-end management PIONEER INVESTMENT MANAGEMENT
investment companies listed SHAREHOLDER SERVICES, INC.
on this Exhibit "A"
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary Title: Clerk
EXHIBIT A - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT
Dated March 2, 0000
Xxxxxxx Xxxxxxx Income Trust
Pioneer Balanced Fund
Pioneer Bond Fund
Pioneer Emerging Growth Fund
Pioneer Emerging Markets Fund
Pioneer Equity Income Fund
Pioneer Europe Fund
Pioneer Europe Select Fund
Pioneer Fund
Pioneer Global High Yield Fund
Pioneer Growth Shares
Pioneer High Yield Fund
Pioneer Independence Fund
Pioneer Interest Shares
Pioneer International Equity Fund
Pioneer International Value Fund
Pioneer Large Cap Growth Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Money Market Trust/Pioneer Cash Reserves Fund
Pioneer Protected Principal Trust, a series fund consisting of:
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Real Estate Shares
Pioneer Research Fund
Pioneer Series Trust I, a series trust consisting of:
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Series Trust II, a series trust consisting of:
Pioneer Xxxx Strategic Growth Fund
Pioneer Xxxx Small and Mid Cap Growth Fund
Pioneer Xxxx Stock Fund
Pioneer Xxxx America-Pacific Rim Fund
Pioneer Small Cap Value Fund
Pioneer Select Equity Fund
Pioneer Select Value Fund
Pioneer Small Company Fund
Pioneer Strategic Income Fund
Pioneer Tax Free Income Fund
Pioneer Value Fund
Pioneer Variable Contracts Trust, consisting of:
Pioneer America Income VCT Portfolio
Pioneer Balanced VCT Portfolio
Pioneer Emerging Markets VCT Portfolio
Pioneer Equity Income VCT Portfolio
Pioneer Europe VCT Portfolio
Pioneer Fund VCT Portfolio
Pioneer Growth Shares VCT Portfolio
Pioneer Global Value VCT Portfolio
Pioneer High Yield VCT Portfolio
Pioneer International Value VCT Portfolio
Pioneer Mid Cap Value VCT Portfolio
Pioneer Money Market VCT Portfolio
Pioneer Oak Ridge Large Cap Growth VCT Portfolio
Pioneer Xxxx America-Pacific Rim VCT Portfolio
Pioneer Xxxx Small and Mid Cap Growth VCT Portfolio
Pioneer Xxxx Strategic Growth VCT Portfolio
Pioneer Real Estate Shares VCT Portfolio
Pioneer Small Cap Value VCT Portfolio
Pioneer Small Company VCT Portfolio
Pioneer Strategic Income VCT Portfolio
Pioneer Value VCT Portfolio
EACH OF THE FUNDS LISTED ON
EXHIBIT A ATTACHED HERETO, AS
AMENDED FROM TIME TO TIME
(Severally and not Jointly)
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
EXHIBIT B - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT
ACCOUNT FEES
A. OPEN EQUITY FUND ACCOUNTS
$26.50 per account
B. OPEN FIXED INCOME FUND ACCOUNTS
$33.00 per account
C. OPEN MONEY MARKET FUND ACCOUNTS
$28.00 per account
D. OPEN VARIABLE ANNUITY FUND ACCOUNTS
$1500.00 per account
E. ALL FUNDS-CLOSED ACCOUNTS
$8.00 per account
Effective as of January 1, 2003
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EXHIBIT C
SHAREHOLDER ACCOUNT SERVICE:
As servicing agent for fund accounts and in accordance with the
provisions of the standard fund application and Customer's Prospectus and
Statement of Additional Information, PIMSS will:
(a) Open, maintain and close accounts.
(b) Purchase shares for the shareholder.
(c) Out of the money received in payment for sales of Customer's shares
pay to the Customer's custodian the net asset value per share and pay
to the underwriter and to the dealer their commission, if any, on a
bi-monthly basis.
(d) Redeem shares by systematic withdrawal orders. (SEE EXHIBIT D)
(e) Reinvest or disburse dividends and other distributions upon
direction of a shareholder.
(f) Establish the proper registration of ownership of shares.
(g) Pass upon the adequacy of documents submitted by a shareholder or
his legal representative to substantiate the transfer of ownership of
shares from the registered owner to transferees.
(h) Make transfers from time to time upon the books of the Customer in
accordance with properly executed transfer instructions furnished to
PIMSS.
(i) Upon receiving appropriate detailed instructions and written
materials prepared by Customer and, where applicable, proxy proofs
checked by Customer, mail shareholder reports, proxies and related
materials of suitable design for automatic enclosing, receive and
tabulate executed proxies, and furnish an annual meeting list of
shareholders when required.
(j) Respond to shareholder inquiries in a timely manner.
(k) Maintain dealer and salesperson records.
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(l) Maintain and furnish to Customer such shareholder information as
Customer may reasonably request for the purpose of compliance by
Customer with the applicable tax and securities law of various
jurisdictions.
(m) Mail confirmations of transactions to shareholders in a timely
fashion (confirmations of Automatic Investment Plan transactions will
be mailed quarterly).
(n) Provide Customer with such information regarding correspondence as
well as enable Customer to comply with related Form N-SAR (semi-annual
report) requirements.
(o) Maintain continuous proof of the outstanding shares of Customer.
(p) Solicit taxpayer identification numbers.
(q) Provide data to enable Customer to file abandoned property reports
for those accounts that have been indicated by the Post Office to be
not at the address of record with no forwarding address.
(r) Maintain bank accounts and reconcile same on a monthly basis.
(s) Provide management information reports on a quarterly basis to
Customer's Board of Trustees outlining the level of service provided.
(t) Provide sales/statistical reporting for purposes of providing
Customer's management with information for maximizing the return to
shareholders.
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EXHIBIT D
REDEMPTION SERVICE:
In accordance with the provisions of the Customer's Prospectus and Statement of
Additional Information, as servicing agent for the redemptions, PIMSS will:
(a) Where applicable, establish accounts payable based on information
furnished to PIMSS on behalf of Customer (i.e., copies of trade
confirmations and other documents deemed necessary or desirable by
PIMSS on the first business day following the trade date).
(b) Receive shares for redemption through written, telephone or
Internet authorization.
(c) Verify there are sufficient available shares in an account to cover
redemption requests.
(d) Transfer the redeemed or repurchased shares to Customer's treasury
share account or, if applicable, cancel such shares for retirement.
(e) Pay the applicable redemption or repurchase price to the
shareholder in accordance with Customer's Prospectus, Statement of
Additional Information and Agreement and Declaration of Trust on or
before the seventh calendar day succeeding any receipt of requests for
redemption or repurchase in "good order" as defined in the Prospectus
and Statement of Additional Information.
(f) Notify Customer and the underwriter on behalf of Customer of the
total number of shares presented and covered by such requests within a
reasonable period of time following receipt.
(g) Promptly notify the shareholder if any such request for redemption
or repurchase is not in "good order" together with notice of the
documents required to comply with the good order standards. Upon
receipt of the necessary documents, PIMSS shall effect such redemption
at the net asset value applicable on the date and at the time of
receipt of such documents.
(h) Produce periodic reports of unsettled items, if any.
(i) Adjust unsettled items, if any, relative to dividends and
distributions.
(j) Report to Customer any late redemptions which must be included in
Customer's Form N-SAR (semi-annual report) filing.
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EXHIBIT E
EXCHANGE SERVICE:
(a) Receive and process exchanges in accordance with a duly executed
exchange authorization. PIMSS will redeem existing shares and use the
proceeds to purchase new shares. Shares of Customer purchased directly
or acquired through reinvestment of dividends on such shares may be
exchanged for shares of other Pioneer funds (which funds have sales
charges) only by payment of the applicable sales charge, if any, as
described in Customer's Prospectus and Statement of Additional
Information. Shares of Customer acquired by exchange and through
reinvestment of dividends on such shares may be re-exchanged to
another Pioneer fund at its respective net asset value.
(b) Make authorized deductions of fees, if any.
(c) Register new shares identically with the shares surrendered for
exchange. Mail an account statement confirming the exchange by first
class mail to the address of record.
(d) Maintain a record of unprocessed exchanges and produce a periodic
report.
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EXHIBIT F
INCOME ACCRUAL AND DISBURSING SERVICE:
(a) Distribute income dividends and/or capital gain distributions,
either through reinvestment or in cash, in accordance with shareholder
instructions.
(b) On the mailing date, Customer shall make available to PIMSS
collected funds to make such distribution.
(c) Adjust unsettled items relative to dividends and distributions.
(d) Reconcile dividends and/or distributions with Customer.
(e) Prepare and file annual Federal and State information returns of
distributions and, in the case of Federal returns, mail information
copies to shareholders and report and pay Federal income taxes withheld
from distributions made to non-resident aliens.
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