SERVICES AGREEMENT
CLASS Y SHARES
This Agreement is made as of September 23, 2005, between Pioneer Investment
Management Shareholder Services, Inc. ("Pioneer"), a Massachusetts corporation,
and AmSouth Bank, an Alabama banking corporation ("Service Company"). Pioneer is
a member of the UniCredito Italiano banking group, register of banking groups.
WHEREAS Pioneer is the transfer agent to the Pioneer Funds, open-end
management investment companies or series thereof (each portfolio is referred to
as a "Fund" or collectively as the "Funds");
WHEREAS Pioneer wishes to have Service Company perform certain
recordkeeping, shareholder communication, and other administrative services for
its existing customers as of the date of this Agreement that will receive Class
Y shares of the Funds listed on Exhibit A hereto in the reorganizations of the
AmSouth Funds into Pioneer Funds ("Customers"); and
WHEREAS Service Company is willing to perform such services on the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties agree as follows:
1. Services and Accounts. During the term of this Agreement, Service
Company shall perform the services set forth on Exhibit B hereto, as such
exhibit may be amended from time to time by mutual consent of the parties (the
"Services"). In connection with these Services, Service Company, directly or
indirectly, will maintain one or more omnibus accounts per Fund (the
"Accounts"). In connection with these Accounts, Service Company represents and
warrants that it has the authority to act on behalf of and to provide the
Services to the Customers.
2. Fees. In recognition of Service Company's provision of Services outlined
in this Agreement, Pioneer agrees to pay Service Company, on a calendar quarter
basis for so long as this Agreement remains in effect, a fee equal to 0.10% of
the net assets held by Customers in the Accounts of Class Y shares of each Fund
that are held as of the close of business on the last business day of each
month. Service Provider will calculate the amount of the fee payable on a
monthly basis and shall deliver a statement showing the calculation of the fee
payable to Service Provider for the quarter and such other supporting data as
may be reasonably requested by Pioneer within 30 days of each quarter end.
Pioneer represents and warrants that the foregoing fee will be paid to
Service Company by Pioneer, or its affiliate, exclusively out of its own
resources and not out of the assets of any Pioneer Fund. Any payments made
pursuant to this Agreement shall be subject to the following terms and
conditions:
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a. Service Company shall provide to Pioneer each calendar quarter such
information as shall reasonably be requested by Pioneer with respect to the fee
paid to the Service Company pursuant to this Agreement.
b. Service Company will permit representatives of Pioneer reasonable access
to its personnel and records to enable them to monitor the quality of services
being provided by Service Company pursuant to this Agreement.
3. Recordkeeping. Recordkeeping and other Services as set forth in Exhibit
B shall be the responsibility of Service Company and shall not be the
responsibility of Pioneer. Pioneer will recognize each Account as a single
shareholder and will not maintain separate accounts for Customers.
4. Transaction Charges. Service Company shall not, during the term of this
Agreement, assess against or collect from its customers any transaction fee upon
the purchase or redemption of any Fund's shares that are considered in
calculating the Fee.
5. Compliance with Laws. Service Company shall comply with any applicable
laws, rules and regulations relating to the Services provided by Service Company
pursuant to this agreement. Service Company represents and warrants to Pioneer
that it has obtained, and will maintain in effect during the term of the
agreement, all registrations under applicable laws, rules and regulations that
are necessary to enable it to perform its obligations under this agreement.
6. Indemnification.
A. Service Company shall indemnify and hold harmless Pioneer, the Funds and
their directors, officers, employees, and agents ("Indemnified Parties") from
and against any and all losses, claims, liabilities and expenses (including
reasonable attorneys' fees) ("Losses") incurred by any of them arising out of
(i) Service Company's dissemination of information regarding any Fund that is
alleged to contain an untrue statement of material fact or any omission of a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading and that was not
published or provided to Service Company by or on behalf of the Funds, Pioneer
or their affiliated persons ("Affiliates"), as defined under the Investment
Company Act of 1940, as amended (the "1940 Act"), or accurately derived from
information published or provided by or on behalf of Pioneer, the Funds or any
Affiliate, (ii) any breach by Service Company of any representation, warranty or
agreement contained in this Agreement, or (iii) any willful misconduct or
negligence by Service Company in the performance of, or failure to perform, its
obligations under this Agreement, except to the extent such Losses are caused by
Pioneer's breach of this Agreement or Pioneer's willful misconduct or negligence
in the performance, or failure to perform, its obligations under this Agreement.
B. Pioneer shall indemnify and hold harmless Service Company and its
directors, officers, employees, and agents ("Indemnified Parties") from and
against any and all losses, claims, liabilities and expenses (including
reasonable attorneys' fees) ("Losses") incurred by any of them
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arising out of (i) any untrue statement of material fact or any omission of a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading and that was published
or provided to Service Company by or on behalf of the Funds, Pioneer or their
affiliated persons ("Affiliates"), as defined under the Investment Company Act
of 1940, as amended (the "1940 Act"), (ii) any breach by Pioneer of any
representation, warranty or agreement contained in this Agreement, or (iii) any
willful misconduct or gross negligence by Pioneer in the performance of, or
failure to perform, its obligations under this Agreement, except to the extent
such Losses are caused by Service Company's breach of this Agreement or Service
Company's willful misconduct or gross negligence in the performance, or failure
to perform, its obligations under this Agreement.
C. In any event, neither party shall be liable for any special,
consequential or incidental damages.
D. The provisions of this Section 6 shall survive the termination of this
Agreement.
7. Role and Relationship of Service Company. The parties acknowledge and
agree that the Services under this Agreement are record keeping, shareholder
communication and related services only. This Agreement does not grant Service
Company any right to purchase shares from any Fund (although it does not
preclude Service Company from purchasing any such shares), nor does it
constitute Service Company an agent of Pioneer or any Fund for purposes of
selling shares of any Fund to the public. To the extent Service Company is
involved in the purchase of shares of any Fund by Service Company's customers,
such involvement will be as agent of such customer only.
8. Price Adjustments.
A. In accordance with each Fund's error correction policy, in the event
adjustments are required to correct any error in the computation of the net
asset value and public offering price of Fund shares, Pioneer shall notify
Service Company as soon as possible after discovering the need for such
adjustments.
B. In accordance with each Fund's error correction policy, in connection
with a redemption of Fund shares, if Service Company received an amount on
behalf of an Account, in excess of the amount to which it otherwise would have
been entitled (giving effect to any price adjustment), Service Company, when
requested by Pioneer, will make a good faith attempt to collect such excess
amount from the applicable Customers. Absent Service Company's failure to make
such a good faith attempt, however, Service Company will in not be liable to
Pioneer for any such amounts if, prior to notice from Pioneer of a price
adjustment, such amounts were distributed to Customers.
C. In accordance with each Fund's error correction policy, if an Account
received an amount less than that to which it would otherwise have been entitled
prior to a price adjustment,
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Pioneer shall make adjustments to accurately reflect the number of shares held
in the Account.
9. Notices. All notices required by this Agreement shall be in writing and
delivered personally or sent by first class mail. Such notices will be deemed to
have been received as of the earlier of actual physical receipt or three (3)
days after deposit, first class postage prepaid, in the U. S. Mail. All such
notices shall be made as follows:
if to Service Company:
AmSouth Bank
0000 0xx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: General Counsel
if to Pioneer, to:
Pioneer Investment Management Shareholder Services, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: General Counsel
10. Nonexclusivity. Each party hereto acknowledges that the other may enter
into agreements similar to this Agreement with other parties for the performance
of services similar to those to be provided under this Agreement, unless
otherwise agreed to in writing by the parties.
11. Assignability. This Agreement is not assignable by any party without
the other party's prior written consent and any attempted assignment in
contravention hereof shall be null and void.
12. Exhibits and Schedules; Entire Agreement. All Exhibits and Schedules to
this Agreement, as they may be amended from time to time, are by this reference
incorporated into and made a part of this Agreement. This Agreement (including
the Exhibits and Schedules hereto) constitutes the entire agreement between the
parties as to the subject matter hereof and supersedes any and all agreements,
representations and warranties, written or oral, regarding such subject matter
made prior to the time at which this Agreement has been executed and delivered
by Service Company and Pioneer and/or any of its Affiliates.
13. Anti-Money Laundering Program. Service Provider hereby acknowledges
that: (i) they have adopted an anti-money laundering program that complies with
the requirements of applicable anti-money laundering laws, including the USA
Patriot Act, the Bank Secrecy Act and applicable regulations thereunder; (ii)
they regularly search their databases for shareholder/customer names and
countries appearing on U.S. governmental agencies' lists of prohibited persons
(e.g., lists maintained by the Office of Foreign Assets Control); and (iii) they
monitor their compliance with such program. Service Provider agrees, subject to
applicable law,
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to notify Pioneer of any: (i) identified instances of non-compliance that
involve an account related to the Funds or Pioneer (a "Pioneer Related
Account"), either through a shareholder or transaction(s); and (ii) other
anti-money laundering issues that may arise with respect to a Pioneer Related
Account. Notwithstanding the foregoing, Pioneer and Service Provider acknowledge
that Service Provider will not inform Pioneer of the filing of any Suspicious
Activity Reports. Service Provider agrees to notify Pioneer with such periodic
certifications of compliance as Pioneer may reasonably request. Such
certifications shall be in a form reasonably agreed to by Service Provider.
14. Short-Term Trading. Service Provider agrees to use reasonable efforts
to assist Pioneer by discouraging short-term trading in the Funds, consistent
with the policies of Pioneer and each Fund as described in the Fund's
prospectus. Service Provider further agrees to notify Pioneer in the event that
Service Provider becomes aware of any short-term trading that is inconsistent
with such policies with respect to any intermediary or account, including any
aggregate activity by accounts under common control. Pioneer reserves the right
to restrict the ability of account holders engaging in short-term trading to
effect transactions in the Funds, in accordance with the prospectus. Service
Provider agrees that upon notice from Pioneer that any short-term activity is
disruptive to the fund(s), to terminate such account holder and/or intermediary
from subsequent Fund purchases or exchanges.
15. Records. Service Provider agrees that it will maintain and preserve all
records as required by law to be maintained in connection with providing the
Services and will otherwise comply with all laws, rules and regulations
applicable to the Services. Upon reasonable request of Pioneer, Service Provider
will provide copies of all the historical records relating to transactions
involving Pioneer or the Funds' customers, all written correspondence regarding
the Funds or Pioneer and other materials, in each case as may be requested to
enable Pioneer, the Funds or their representatives, including without limitation
their auditors, investment adviser or distributor, to monitor and review the
Services or to comply with any request of the board of trustees or directors of
the funds or of a governmental body or self regulatory organization. Service
Provider agrees that Pioneer will have reasonable access to its personnel and
records in order to facilitate the monitoring of the quality of the Services.
16. Proprietary Information. Each party hereto acknowledges that the
identities of the other party's customers, information maintained by such other
party regarding those customers and all computer programs and procedures
developed by such other party or such other party's affiliates or agents in
connection with such other party's performance of its duties hereunder
constitute the valuable property of such other party. Each party agrees that
should it or its affiliates or agents come into possession of any list or
compilation of the identities of, or other information about, the other party's
customers, or any other property of such party, pursuant to this Agreement or
any other agreement related to the Services, the party who acquired such
information or property, or whose affiliate or agent acquired such information
or property, shall use its best efforts to hold, or to cause its affiliate or
agent to hold, such information or property in confidence and refrain from
using, disclosing, or distributing any of such information or other property,
except: (i) with the other party's prior written consent or (ii) as required by
law or
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judicial process. Each party acknowledges that any breach of the foregoing
agreements as to the other party would result in immediate and irreparable harm
to such other party for which there would be no adequate remedy at law and
agrees that in the event of such a breach such other party will be entitled to
equitable relief by way of temporary and permanent injunctions, as well as such
other relief as any court of competent jurisdiction deems appropriate.
Notwithstanding the foregoing, neither party will disclose to another party any
non-public personal information (as such term is defined in Regulation S-P
promulgated by the SEC) of a customer of the other party in connection with this
Agreement, except to the extent required to carry out the Services or as
otherwise permitted by law.
17. Amendment. This Agreement and the Exhibits and Schedules hereto may be
amended only by a writing executed by each party hereto that is to be bound by
such amendment.
18. Governing Law. This Agreement will be governed by and interpreted under
the laws of The Commonwealth of Massachusetts as applied to contracts entered
into and to be performed entirely within the Commonwealth.
19. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.
20. Effectiveness of Agreements; Termination.
A. The term of this Agreement shall commence on the date of the parties
signatures and shall continue in effect until such time as Service Provider
ceases to have any Customer holding Class Y shares of a Pioneer Fund.
Notwithstanding the foregoing, this Agreement may be terminated immediately by
either party if one of the parties commits a material breach of its obligations
under this Agreement and fails to cure such breach within 60 days after receipt
of written notice of such breach.
B. After the date of termination as to a Fund, Pioneer will not be
obligated to pay the Fee with respect to any shares of the Fund that are first
held in Service Company customer accounts after the date of such termination.
However, notwithstanding any such termination, Pioneer will remain obligated to
pay Service Company the Fee as to each share of the Fund that was considered in
the calculation of the Fee as of the date of termination (a "Pre-Termination
Share") for so long as such Pre-Termination Share is held in any Service Company
account and Service Company continues to perform substantially all of the
Services as to such Pre-Termination Share, and this Agreement will otherwise
remain in full force and effect as to any such Pre-Termination Share.
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IN WITNESS WHEREOF, the parties have executed this Agreement by a duly
authorized representative of the parties hereto.
AmSouth Bank
By: /s/ Xxxx Xxxxx
-----------------------
Name: Xxxx Xxxxx
Title: Senior Vice President
Pioneer Investment Management
Shareholder Services, Inc.
By: /s/ Xxxx X. Xxxxxxx
------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
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EXHIBIT A
Class Y shares of beneficial interest in:
Pioneer Bond Fund
Pioneer Cash Reserves Fund
Pioneer Classic Balanced Fund
Pioneer Florida Tax Free Income Fund
Pioneer Focused Equity Fund
Pioneer Fund
Pioneer Government Income Fund
Pioneer Growth Opportunities Fund
Pioneer Ibbotson Aggressive Allocation Fund
Pioneer Ibbotson Growth Allocation Fund
Pioneer Ibbotson Moderate Allocation Fund
Pioneer International Core Equity Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Short Term Income Fund
Pioneer Tax Free Income Fund
Pioneer Tax Free Money Market Fund
Pioneer Treasury Reserves Fund
Pioneer Value Fund
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EXHIBIT B
SERVICES
1. Record Maintenance
Service Company shall maintain the following records for each customer
who beneficially owns Fund shares through a Service Company account:
A. number of shares;
B. date, price and amount of purchases and redemptions (including
dividend reinvestments) and dates and amounts of dividends paid for at
least the current year to date;
C. name and address of the customer, including zip codes and social
security numbers or taxpayer identification numbers;
D. records of distributions and dividend payments;
E. any transfers of shares; and
F. overall control records.
2. Shareholder Communications
Service Company shall:
A. Provide to a shareholder mailing agent for the purpose of mailing
certain Fund-related materials the names and addresses of all Service Company
customers who hold shares of such Fund in their Service Company accounts. The
shareholder mailing agent shall be a person or entity with whom the Fund has
arranged for the distribution of certain Fund-related materials. The
Fund-related materials shall consist of updated prospectuses and any supplements
and amendments thereto, annual and other periodic reports, proxy or information
statements and other appropriate shareholder communications. In the alternative,
Service Company may distribute the Fund-related materials to its customers;
B. Mail current Fund prospectuses and statements of additional
information, annual and other periodic reports and confirmation statements upon
customer request;
C. Provide statements to customers on a periodic basis as requested by
client (in any event, no less frequently than annually) showing, among other
things, the number of shares of each Fund owned by such customer and the net
asset value of such Fund as of a recent date;
D. Produce and provide to customers confirmation statements reflecting
purchases and redemptions of shares of each Fund in Service Company accounts
upon customer request;
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E. Respond to customer inquiries regarding, among other things, share
prices, account balances, dividend amounts and dividend payment dates;
F. When appropriate, distribute proxy material furnished by Pioneer to
Customers and vote the shares as directed by such Customers. Where specific
proxy voting rights have not been granted to Service Company by a Customer,
Service Company will not in any way recommend action in connection with or
oppose or interfere with the solicitation such proxies.
3. Transactional Services
Service Company shall communicate to each Fund, as to shares of each
Fund, purchase, redemption and exchange orders reflecting the orders it receives
from its Customers. Service Company shall also communicate to its Customers, as
to shares of each Fund, mergers, splits and other reorganization activities.
4. Tax Information Returns and Reports
Service Company shall prepare and file with the appropriate
governmental agencies, such information, returns and reports as are required to
be so filed for reporting (i) dividends and other distributions made, (ii)
amounts withheld on dividends and other distributions and payments under
applicable federal and state laws, rules and regulations, and (iii) gross
proceeds of sales transactions as required.
5. Fund Communications
Service Company shall, on a daily basis and for each Fund, report the
number of shares on which the Fee is to be paid pursuant to this Agreement and
the number of shares on which no such Fee is to be paid. Service Company shall
also provide each Fund with monthly summaries of reports. Such summaries shall
be expressed in both shares and dollar amounts.
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