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Agreement is hereby superseded by this Agreement as of the date hereof;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.
2
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,
3
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.
4
(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
5
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
6
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
7
EXHIBIT A - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT
Dated March __, 2003
--------------------------------------------------------------------------------
Pioneer America 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 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
--------------------------------------------------------------------------------
8
--------------------------------------------------------------------------------
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:
9
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 A - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT
Dated August 17, 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 Ibbotson Asset Allocation Series, a series trust consisting of:
Pioneer Ibbotson Moderate Allocation Fund
Pioneer Ibbotson Growth Allocation Fund
Pioneer Ibbotson Aggressive Allocation 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 California Tax Free Income Fund
Pioneer Growth Opportunities Fund
Pioneer Municipal Bond Fund
Pioneer Xxxx Strategic Growth Fund
Pioneer Xxxx Small and Mid Cap Growth Fund
Pioneer Xxxx Stock Fund
Pioneer Xxxx America-Pacific Rim Fund
Pioneer Tax Free Money Market Fund
Pioneer Small Cap Value Fund
Pioneer Select Equity Fund
Pioneer Select Value Fund
Pioneer Short Term Income 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 Bond VCT Portfolio
Pioneer Emerging Markets VCT Portfolio
Pioneer Equity Income VCT Portfolio
Pioneer Europe VCT Portfolio
Pioneer Fund VCT Portfolio
Pioneer Growth Opportunities 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 Cap Value II VCT Portfio
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
10
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.
11
(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.
12
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.
13
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.
14
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.
15
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT dated this 9th day of October, 1998
between the Pioneer Funds, listed on Exhibit 1 hereto (the "Funds"), and
Pioneering Management Corporation, a Delaware corporation (the "Manager").
W I T N E S S E T H
WHEREAS, the Funds are registered as open-end, diversified, management
investment companies under the Investment Company Act of 1940, as amended (the
"1940 Act"), and has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Registration Statement") for the
purpose of registering its shares for public offering under the Securities Act
of 1933, as amended (the "1933 Act");
WHEREAS, the parties hereto are parties to Management Contracts (the
"Management Contracts");
WHEREAS, the Management Contracts provide that the Manager will bear
all of the Funds' expenses other than those provided in Section 2(c) and 2(d) of
the Management Contracts;
WHEREAS, Section 2(c)(i) provides that the Funds shall pay charges and
expenses for Fund accounting, pricing and appraisal services and, for those
Funds noted with an asterisk on Exhibit 2 hereto, related overhead, including,
to the extent that such services were performed by personnel of the Manager or
its affiliates, office space and facilities, and personnel compensation,
training and benefits;
WHEREAS, Section 2(c)(vi) and (vii) provide that the Funds shall pay
(i) fees and expenses involved in registering and maintaining registrations of
the Funds and/or their shares with the Commission, state or blue sky securities
agencies and foreign countries, including the preparation of prospectuses and
statements of additional information for filing with the Commission and (ii) all
expenses of shareholders and Trustees' meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; and
WHEREAS, certain of these activities, as set forth on Exhibit 3 hereto,
can be performed by members of the Manager's legal, accounting and
administrative staff working at the direction and under the supervision of the
Board of Trustees and Fund counsel.
NOW THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Funds and the Manager do hereby agree as follows:
1. The Funds authorize the Manager to perform fund accounting services
on behalf of the Funds, subject to the supervision and direction of the Board of
Trustees. Such services, determined as of the date of this Agreement, are set
forth on Exhibit 2 hereto. These services (the "Bookkeeping Services") may be
revised from time to time on mutual agreement of the parties.
2. The Funds authorize the Manager to assist with the performance of
the legal services listed on Exhibit 3 hereto (the "Legal Services"). The Legal
Services shall at all times be subject to the supervision and direction of the
Board of Trustees and Fund counsel.
3. The Trustees recognize that the Bookkeeping Services and the Legal
Services can be performed efficiently by the Manager. The Funds are entering
into this Agreement to achieve the operating and expense benefits of such
efficiency. In authorizing such activities on behalf of the Funds, the Funds
expressly do not delegate to the Manager or its personnel the authority to
render legal advice to, or legal judgments on behalf of, the Funds. Between
meetings of the Trustees, Fund counsel is authorized to determine the services
that may appropriately be provided by the Manager pursuant to this Agreement.
4. In consideration of its services under this Agreement, the Manager
shall be entitled to be reimbursed for the allocable portion of the direct costs
of the Bookkeeping Services and the Legal Expenses (collectively, the
"Services"). Such allocation shall be based upon the proportion of personnel
time devoted to the Services authorized to be performed on behalf of the Funds
to the total time worked by such personnel, in each case as estimated in good
faith by the Manager and reviewed and approved annually by the Board of
Trustees. Direct costs shall include any out-of-pocket expenses of the Manager
incurred in connection with the Services, the salaries and benefits of personnel
of the Manager who are engaged in the Services pursuant to this Agreement and,
with respect to the Services, a reasonable allocation of overhead (to the extent
permitted under the Management Contracts) associated with the performance of the
Bookkeeping Services. The Manager shall estimate such direct costs and overhead
(as appropriate) in good faith and the Funds shall be entitled to such
supporting information as the Trustees shall reasonably request from time to
time. Allocations of reimbursements paid hereunder among the Funds shall be
subject to annual approval of the Board of Trustees.
5. The Manager will not be liable for any error of judgment or mistake
of law in the performance of its services under the Agreement, but nothing
contained herein will be construed to protect the Manager against any liability
to the Funds or its shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
6. Either party hereto may, without penalty, terminate this Agreement
by the giving of 60 days' written notice to the other party.
2
7. The Manager is an independent contractor and not an employee of the
Funds for any purpose. If any occasion should arise in which the Manager gives
any advice to its clients concerning the shares of the Funds, the Manager will
act solely as investment counsel for such clients and not in any way on behalf
of the Funds or any series thereof.
8. This Agreement states the entire agreement of the parties hereto
with respect to the subject matter of this Agreement and its intended to be the
complete and exclusive statement of the terms hereof. It may not be added to or
changed orally, and may not be modified or rescinded except by a writing signed
by the parties hereto and in accordance with the 1940 Act, when applicable.
9. This Agreement and all performance hereunder shall be governed by
and construed in accordance with the laws of the Commonwealth of Massachusetts.
10. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
11. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by this duly authorized officers and their seal to be hereto affixed as
of the day and year first above written.
Attest: The Pioneer Funds Listed on Exhibit 1 hereto
By: /s/ Xxxx X. Xxxxx, Xx.
/s/ Xxxxxx X. Xxxxx Xxxx X. Xxxxx, Xx.
Xxxxxx X. Xxxxx President
Secretary
PIONEERING MANAGEMENT CORPORATION
Attest:
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx Xxxxx X. Xxxxxxx
Secretary President
Exhibit 1
Pioneer Aggressive Growth Fund
Pioneer America 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 Consumers Fund
Pioneer Global Energy & Utilities Fund
Pioneer Global Financials Fund
Pioneer Global Health Care Fund
Pioneer Global High Yield Fund
Pioneer Global Industrials Fund
Pioneer Global Telecoms Fund
Pioneer Global Value Fund
Pioneer Growth Shares
Pioneer High Yield Fund
Pioneer Independence Fund
Pioneer Indo-Asia Fund
Pioneer Interest Shares
Pioneer International Equity Fund
Pioneer International Value Fund
Pioneer Large Cap Growth Fund
Pioneer Large Cap Value Fund
Pioneer Limited Maturity Bond Fund
Pioneer Market Neutral Fund
Pioneer Protected Principal Trust
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Money Market Trust
Pioneer Real Estate Shares
Pioneer Science & Technology Fund
Pioneer Small Cap Growth Fund
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:
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 Global Consumers VCT Portfolio
Pioneer Global Energy & Utilities VCT Portfolio
Pioneer Global Financials VCT Portfolio
Pioneer Global Health Care VCT Portfolio
Pioneer Global Industrials VCT Portfolio
Pioneer Global Telecoms VCT Portfolio
Pioneer Global Value 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 Science & Technology VCT Portfolio
Pioneer Small Cap Value VCT Portfolio
Pioneer Small Company VCT Portfolio
Pioneer Strategic Income VCT Portfolio
Pioneer Value VCT Portfolio
Updated as of January, 2003
/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Treasurer
Exhibit 1
Pioneer Aggressive Growth Fund
Pioneer America 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 Market Neutral Fund
Pioneer Protected Principal Trust
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Money Market Trust
Pioneer Real Estate Shares
Pioneer Series Trust I
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Series Trust II
Pioneer Xxxx Stock Fund
Pioneer Xxxx Small and Mid Cap Growth Fund
Pioneer Xxxx America Abroad Fund
Pioneer Xxxx America-Pacific Rim Fund
Pioneer Small Cap Growth Fund
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:
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
Updated as of October 6, 2003
/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Treasurer
Exhibit 1
Pioneer Aggressive Growth Fund
Pioneer America 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 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 Market Neutral Fund
Pioneer Protected Principal Trust
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Money Market Trust
Pioneer Real Estate Shares
Pioneer Research Fund
Pioneer Select Equity Fund
Pioneer Series Trust I
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Series Trust II
Pioneer Xxxx Stock Fund
Pioneer Xxxx Small and Mid Cap Growth Fund
Pioneer Xxxx America Abroad Fund
Pioneer Xxxx America-Pacific Rim Fund
Pioneer Small Cap Growth Fund
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:
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
Updated as of December 11, 2003
/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Treasurer of Each Fund Listed Above
Exhibit 1
Pioneer America 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 Global Value Fund
Pioneer Growth Shares
Pioneer High Yield Fund
Pioneer Ibbotson Asset Allocation Series
Pioneer Ibbotson Aggressive Allocation Fund
Pioneer Ibboton Growth Allocation Fund
Pioneer Ibboton Moderate Allocation Fund
Pioneer Independence Fund
Pioneer Interest Shares
Pioneer International Equity Fund
Pioneer International Value Fund
Pioneer Large Cap Growth Fund
Pioneer Protected Principal Trust
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Money Market Trust
Pioneer Real Estate Shares
Pioneer Research Fund
Pioneer Select Equity Fund
Pioneer Select Value Fund
Pioneer Series Trust I
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Series Trust II
Pioneer Xxxx Stock Fund
Pioneer Xxxx Small and Mid Cap Growth Fund
Pioneer Xxxx Strategic Growth Fund
Pioneer Xxxx America-Pacific Rim Fund
Pioneer Short Term Income Fund
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:
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
Updated as of August 6, 2004
/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Treasurer of Each Fund Listed Above
Pioneer Municipal High Income Trust (the "Trust") is hereby added as a Fund
under the Administration Agreement, dated October 9, 1998 (the "Agreement"),
between Pioneer Investment Management, Inc and the investment companies listed
on Exhibit 1 thereto from time to time; provided, however, that PIM shall only
provide the Trust with the legal services listed on Exhibit 3 to such Agreement
(and shall not provide Bookkeeping Services to the Trust pursuant to the
Agreement) and shall only be reimbursed for the Trust's allocable share of Legal
Expenses (as defined in the Agreement).
Dated: July 22, 2003
PIONEER MUNICIPAL HIGH INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Secretary
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxx
Title: President
Pioneer Municipal High Income Advantage Trust (the "Trust") is hereby added
as a Fund under the Administration Agreement, dated October 9, 1998 (the
"Agreement"), between Pioneer Investment Management, Inc and the investment
companies listed on Exhibit 1 thereto from time to time; provided, however, that
PIM shall only provide the Trust with the legal services listed on Exhibit 3 to
such Agreement (and shall not provide Bookkeeping Services to the Trust pursuant
to the Agreement) and shall only be reimbursed for the Trust's allocable share
of Legal Expenses (as defined in the Agreement).
Dated: October 1, 2003
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Treasurer
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President
Pioneer Tax Advantaged Balanced Trust (the "Trust") is hereby added
as a Fund under the Administration Agreement, dated October 9, 1998 (the
"Agreement"), between Pioneer Investment Management, Inc and the investment
companies listed on Exhibit 1 thereto from time to time; provided, however, that
PIM shall only provide the Trust with the legal services listed on Exhibit 3 to
such Agreement (and shall not provide Bookkeeping Services to the Trust pursuant
to the Agreement) and shall only be reimbursed for the Trust's allocable share
of Legal Expenses (as defined in the Agreement).
Dated: January 30, 2004
PIONEER TAX ADVANTAGED BALANCED TRUST
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Treasurer
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President
EXHIBIT 2
PIONEERING MANAGEMENT CORP.
Fund Accounting, Administration and Custody Services (FAACS)
LIST OF SERVICES PROVIDED TO PIONEER MUTUAL FUNDS
SERVICES LISTED BY FAACS TEAM, OR FUNCTIONAL AREA. PLEASE SEE
ATTACHED CHART FOR ORGANIZATIONAL STRUCTURE.
PERCENTAGES FOLLOWING FAACS TEAM NAMES INDICATE EACH TEAM'S
AGGREGATE COMPENSATION AND BENEFITS PERCENTAGE BILLABLE TO THE FUNDS.
FAACS Administration (70%):
. Provide direction, supervision and administrative support to all FAACS
teams
. Prepare or review and submit all tax reports for Funds
+ Oversee fund distributions for regulatory compliance
+ Assist in planning for new product introductions
Fund Accounting (91%):
. Maintain all accounting records for Funds
. Calculate and report daily net asset values per share and yields
. Recommend income and capital gains distribution rates
. Prepare funds' financial statements and assist in fund audits
+ Maintain accounting records for institutional portfolios
+ Perform periodic tests to verify each Fund's compliance with its prospectus
and applicable regulations
GlobalCustody and Settlements Division (20%):
. Enter portfolio trades into Fund Accounting records
. Support corporate actions analyses
+ Validate trade data and communicate them
to Custodian Banks
+ Act as liaison with Custodian Banks for trade settlements, security
position reconciliations and relaying global market updates to Investment
Advisor
+ Provide daily cash reporting to portfolio managers
+ Resolve trade disputes with counter-parties
Pricing and Corporate Actions (95%):
. Ensure accuracy and timeliness of prices supplied by external sources to
provide daily valuations of all security positions held by every Fund
. Validate and communicate corporate/class action information to Fund
Accounting
. Present monthly valuation report to Funds' Board of Trustees
+ Provide valuation and corporate actions services for securities held by
institutional portfolios, but not by Funds
PAGE 1
List of FAACS Services (continued)
---------------------
FAACS Systems (51%):
. Provide systems support to users of fund accounting and portfolio pricing
software, and manage relationships with applicable software and hardware
vendors
. Develop and maintain custom applications and systems interfaces for FAACS
teams
. Manage Year 2000 project
+ Provide user support and vendor liaison for trading, compliance and
analysis systems
+ Implement and manage systems interfaces with Investment Advisor, Custodian
Banks and other service providers
Shareholder Reporting and Audit Liaison (82%):
. Review and complete Funds' financial statements
. Manage the Fund Audit process to ensure timely completion of shareholder
reports
. Prepare reports related to contract renewals and soft dollar payments for
Board of Trustees' review
. Provide financial information to Legal Department for prospectus updates
and other regulatory filings
. Prepare regulatory reports such as N-SAR, Form S and XXXXX filings
+ Provide financial information to Pioneer management and industry trade
groups
+ Provide liquidity, commission and soft dollar reporting to Pioneer
management
Funds Controller (93%):
. Manage fund expense payment cycles (e.g., timeliness and accuracy of
payments, allocation of costs among portfolios)
. Coordinate and standardize fund expense accruals and forecasting
. Provide expense reporting to Fund Accounting, FAACS management and auditors
. Compile daily reports of shareholder transactions from all sources (e.g.,
PSC, PMIL, BFDS, variable annuity agents, 401(k) administrators, third
party record keepers) for entry into fund records
. Provide daily reconciliation of receivable, payable and share accounts
between fund records and entities listed above
. Manage the daily estimating process to minimize "as of" gains and losses
to Funds
. Communicate daily fund prices and yields to PSC, PMIL, etc.
+ Provide fund-related analyses to Pioneer management
--------------------------------------------------------------------------------
OVERALL WEIGHTED FAACS AVERAGE COMPENSATION AND BENEFITS RATE = 70%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Key:
. Service provided under the Pioneer Funds Administration Agreement,
for which the Investment Advisor is entitled to reimbursement from the
Funds
--------------------------------------------------------------------------------
PAGE 2
--------------------------------------------------------------------------------
+ Service provided to the Funds which would fall within the scope of
the Advisory Agreement with the Funds and which is therefore not
directly billable to the Funds
--------------------------------------------------------------------------------
PAGE 3
EXHIBIT 3 [updated fall 2001]
THE INVESTMENT MANAGEMENT USA INC. - LEGAL DEPARTMENT
I. LIST OF REIMBURSABLE LEGAL SERVICES PROVIDED TO PIONEER MUTUAL FUNDS
Filings under Investment Company Act of 1940 and Securities Act of 1933
o Prepare and File (via XXXXX) Rule 24f-2 Notices (coordination with
Pioneer Fund Accounting and Xxxx and Xxxx LLP as necessary)
o SEC Electronic Filing (XXXXX) Responsibilities
o Prepare Fund Registration Statements and Related Filings
for filing on XXXXX and complete filings
o Maintain and develop enhancements to Pioneer's XXXXX
systems and procedures, including contingency planning
o Maintain XXXXX related databases and document archives
o Liaison with third party XXXXX agents when necessary
o Prepare proxy statements and related materials for filing
on XXXXX and complete filings
Blue Sky Administration (State Registration)
o Principal liaison with Blue Sky vendor (Automated Business
Development Corporation)
o Coordinate SEC filing schedule and fund documentation with Blue Sky
vendor
o Monitor status of state filings with Blue Sky vendor
o Transfer Agent coordination
o Review vendor statements and invoices
o Conduct vendor due diligence, as appropriate
Hiring oversight
In-person meetings
Xxxxxx Xxxxxxxx audit
Miscellaneous Services
o Assist Pioneer Fund Accounting in the preparation of Fund Form N-SARs
o Managing internal participation in prospectus simplification
project. Charge Funds only for portion that relates to Funds--this
excludes work on behalf of distribution or management companies,
including coordination internally.
II. LIST OF NON-REIMBURSABLE LEGAL SERVICES PROVIDED TO PIONEER MUTUAL FUNDS
Filings under Investment Company Act of 1940 and Securities Act of 1933
o Maintain Pioneer Mutual Funds SEC Filing Calendar
o Interact as necessary with the staff of the investment adviser,
distribution company and transfer agent to ensure awareness of
Fund disclosure requirements
o Coordinate internal review of Prospectuses and SAIs
o Coordinate Xxxx and Xxxx LLP review and internal review of Xxxx and
Xxxx LLP material
o Identify business and other situations that trigger requirement to
supplement Prospectuses and SAIs
Proxy Statements
o Assist Xxxx and Xxxx LLP in the preparation of proxy statements
o Coordinate internal review of proxy statements and related documents
o Review proxy related materials prepared by the distribution
company to ensure compliance with regulatory requirements
o Review the transfer agent's proxy solicitation efforts to ensure
compliance with regulatory requirements
o Act as liaison between Xxxx and Xxxx LLP and transfer agency staff
with respect to the proxy solicitation process
Miscellaneous Services
o Monitor the preparation of shareholder reports by the distribution
company
o Prepare and File (via XXXXX) Section 16 filings (re: Pioneer
Interest Shares)
o Maintain Officer and Trustee Securities Holdings (Fund and non-Fund
related)
o Code of Ethics Administration (as it relates to Disinterested
Trustees)
Regulatory Oversight
o Monitor proposed changes in applicable regulation and inform
appropriate Pioneer personnel of the proposals and impact on Funds
o Act as liaison with Xxxx and Xxxx LLP in the implementation of
changes
Special Projects
o Coordinate implementation of Text Manager (formerly Document
Directions software system) for prospectus production
o Prospectus simplification efforts on behalf of distribution or
management companies, including internal coordination
o Privacy procedures required by Gramm, Leach, Bliley and Regulation
S-P
2
