INVESTMENT COMPANY SERVICE AGREEMENT
January 1, 1986
Pioneer II, a Massachusetts business trust with its principal place of
business at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Customer") and The
First National PSC of Boston, a national banking association with its principal
place of business in Boston, Massachusetts ("PSC") agree as follows:
l. SERVICES TO BE PROVIDED BY PSC. During the term of this Agreement,
PSC will provide Customer with the services described in Exhibits A, B, C and D
(collectively, the "Exhibits") which are affixed hereto and incorporated herein
by reference.
2. EFFECTIVE DATE. This Agreement shall become effective on the January
1, 1986 (the "Effective Date") and shall continue in effect until it is
terminated in accordance with Section 11 below.
3. DELIVERY, VERIFICATION AND RECEIPT FOB DATA AND ASSETS. Prior to the
Effective Date, Customer agrees to deliver to PSC all such documentation, data
and materials as PSC may reasonably prescribe to enable it to perform services
contemplated by this Agreement. If PSC so requests, Customer agrees to confirm
the accuracy of any starting records of Customer's assets and accounts produced
from PSC's computer or held in other recording systems. In the event Customer
does not, prior to the Effective Date, comply fully with any of the foregoing
provisions of this Section 3, the date for commencement of PSC's services
hereunder may be postponed by PSC until such compliance has taken place.
Customer shall from time to time, while this Agreement is in effect
deliver all such materials and data as may be necessary or desirable to enable
PSC to perform its services hereunder, including without limitation, those
described in Section 12 hereof.
4. REPORTS AND MAINTENANCE OF RECORDS BY PSC. PSC 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, 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. PSC may at its option at any time, and
shall forthwith upon Customer's demand, turn over to Customer and cease to
retain in PSC's files, records and documents created and maintained by PSC
pursuant to this Agreement which are no longer needed by PSC 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 PSC for six years from the year of creation, during the first two of
which the same will be in readily accessible form. At the end of six years, such
records and documents, will be turned over to Customer by PSC unless Customer
authorizes their destruction.
5. PSC'S DUTY OF CARE. PSC shall at all times use reasonable care and
act in good faith in performing its duties hereunder. PSC 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.
PSC shall at all times adhere to various procedures and systems
consistent with industry standards in order to safeguard the Customer's checks,
records and other data from loss or damage attributable to fire or theft. PSC
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 the
Customer in the event of a material adverse change in such insurance coverage.
In the event of damage or loss occurring to the Customer's records or data such
that PSC is unable to meet the terms of this Agreement, PSC 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, PSC 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.
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6. CONFIDENTIALITY. PSC will keep confidential all records and
information provided by the Customer or by the shareholders to PSC, except to
the extent disclosures are required by the Agreement, are required by the
Customer's prospectus, 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.
7. CUSTOMER INSPECTION. Upon reasonable notice, in writing signed by
the Customer, PSC 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 the Customer or Customer's agents, including
reasonable visitation by the Customer or Customer's agent, including inspecting
PSC's operation facilities. PSC shall not be liable for injury to or responsible
in any way for the safety of any individual visiting PSC's facilities under the
authority of this section. The Customer will keep confidential and will cause to
keep confidential all confidential information obtained by its employees or
agents or any other individual representing the Customer while on PSC's
premises. Confidential information shall include (l) any information of whatever
nature regarding PSC's operations, security procedures, and data processing
capabilities; (2) financial information regarding PSC, its affiliates, or
subsidiaries, and (3) any information of whatever kind or description regarding
any customer of PSC, its affiliates, or subsidiaries.
8. RELIANCE BY PSC ON INSTRUCTIONS AND ADVICE; INDEMNITY. PSC shall be
entitled to seek advice of Customer's legal counsel with respect to PSC's
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
the Customer's legal counsel determines in its sole discretion that the
rendering of advice to PSC would result in a conflict of interest.
Whenever PSC is authorized to take action hereunder pursuant to proper
instructions from Customer, PSC shall be entitled to rely upon any certificate,
letter or other instrument or telephone call reasonably believed by PSC 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
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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 paragraph 13 of this Agreement, Customer
agrees to indemnify and hold PSC, its employees, agents and nominees harmless
from and against 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 PSC's action
or non-action upon information, instructions or requests given or made to PSC by
the Customer.
Notwithstanding the above, whenever the Customer may be asked to
indemnify or hold PSC harmless, the Customer shall be advised of all pertinent
facts arising from the situation in question. Additionally, PSC will use
reasonable care to identify and notify the Customer promptly concerning any
situation which presents, actually or potentially, a claim for indemnification
against the Customer. The Customer shall have the option to defend PSC against
any claim for which PSC is entitled to indemnification from the Customer under
the terms hereof, and in the event the Customer so elects, it will notify PSC
and, thereupon, the Customer shall take over complete defense of the claim and
shall sustain no further legal or other expenses in such a situation for which
indemnification shall be sought or entitled. PSC may in no event confess any
claim or make any compromise in any case in which the Customer will be asked to
indemnify PSC except with the Customer's prior written consent.
9. MAINTENANCE OF DEPOSIT ACCOUNTS. PSC shall maintain on behalf of the
Customer such deposit accounts as are necessary or desirable from time to time
to enable PSC to carry out the provisions of this agreement.
10. COMPENSATION AND REIMBURSEMENT TO PSC. For the services rendered by
PSC under this agreement, Customer agrees to pay a monthly fee to PSC, such fee
to be $.875 per open account and $.40 per closed account (commencing the month
after an account closes). In addition, Customer shall reimburse PSC monthly for
out-of-pocket expenses such as postage, forms, envelopes, checks, "outside"
mailings, telephone lines, mailgrams, mail insurance on certificates and data
processing file recovery insurance, provided that Customer shall not be
responsible for PSC's payments to The First National Bank of Boston ("FNB")
under
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certain agreements between FNB and PSC pursuant to which FNB will furnish to PSC
data processing and check processing services and assistance with dividend,
capital gain and year-end mailings. PSC has agreed with FNB on behalf of
Customer that Customer shall receive interest on all cash balances at FNB equal
to 87 1/2% of the 90-day U.S. Treasury ▇▇▇▇ rate (from time to time).
11. TERMINATION. Either PSC or Customer may at any time terminate this
agreement by giving 60 days written notice in advance to the other. This
Agreement shall terminate upon the assignment by either party of its rights
hereunder without the consent of the other party. The continuation of this
Agreement beyond one year shall be subject to annual approval by a majority of
Customer's non-interested Trustees.
After the date of termination, for so long as PSC in fact continues to
perform any one or more of the services contemplated by this agreement or any
exhibit hereto, 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. REQUIRED DOCUMENTS. Customer agrees to furnish to PSC prior to the
Effective Date the following:
A. Two (2) copies of the Declaration of Trust of Customer, and of
any amendments thereto, certified by the proper official of the
State where this Declaration of Trust is filed.
B. Two (2) copies of the following documents, currently certified by
the Secretary or Clerk of Customer.
a. Customer's By-laws and any amendment thereto.
b. Certificate copies of resolutions of Customer's Board of
Trustees covering the following matters.
(1) Approval of this Agreement, authorization for a
specified officer to execute and deliver this Agreement
and authorization of specified officers to instruct PSC
hereunder.
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C. List of all officers of Customer together with specimen
signatures of those officers who are authorized to sign share
certificates and to instruct PSC in all other matters.
D. Two (2) copies of the following:
a. Prospectus
b. Underwriting Agreement
c. Management Agreement
d. Registration Statement
E. Opinion of counsel for Customer as to the due authorization by
and binding effect of this Agreement on Customer, the
applicability of the Securities Act of 1933 and the Investment
Company Act of 1940 and the approval by such public authorities
as may be prerequisite to lawful sale and delivery in the various
states.
F. Amendments to, and changes in, any of the foregoing forthwith
upon such amendments and changes becoming effective.
13. INDEMNIFICATION. The parties to this Agreement 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 the Trust or the
Trustees set forth herein to indemnify any party to this Agreement or any other
person, shall be satisfied out of the assets of the Trust and that no Trustee,
officer or holder of shares of beneficial interest of the Trust shall be
personally liable for any of the foregoing liabilities. The Trust's Declaration
of Trust, as amended from time to time, is on file in the Office of the
Secretary of State of The Commonwealth of Massachusetts. Such Declaration of
Trust describes in detail the respective responsibilities and limitations on
liability of the Trustees, officers, and holders of shares of beneficial
interest.
14. MISCELLANEOUS. In connection with the operation of this agreement,
PSC and Customer 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
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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 shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, Customer and PSC 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.
PIONEERING SERVICES CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
PIONEER II
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Treasurer
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EXHIBIT A. TO INVESTMENT COMPANY SERVICE AGREEMENT
Shareholder Account Service --
As Servicing Agent for Plan Accounts in accordance with either the provisions of
standard Plan Applications or Customer's prospectus, PSC will:
1. Open, maintain and close accounts.
2. Purchase shares for the planholder.
3. Out of the money received in payment for share sales 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 monthly
basis.
4. Redeem shares by systematic withdrawal orders. (See Exhibit B)
5. Issue certificates, upon instruction, resulting from withdrawals from
plan accounts. Maintain records showing name, address, certificate
numbers and number of shares.
6. Deposit certificates to plan accounts when furnished with such
documents as PSC deems necessary to authorize the deposit.
7. Reinvest or disburse dividends and other distributions upon direction
of shareholder.
8. Establish the proper registration of ownership of shares.
9. 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.
10. Make transfers from time to time upon the books of the Customer in
accordance with properly executed transfer instructions furnished to
PSC.
11. Upon receiving appropriate detailed instructions and written materials
prepared by Customer and 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.
12. Respond to shareholder inquiries in a timely manner.
13. Maintain dealer and salesperson records.
14. 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.
15. Mail confirmations of transactions to planholders in a timely fashion.
16. Provide Customer with such information regarding correspondence as will
enable Customer to comply with related N-SAR requirements.
17. Maintain continuous proof of the outstanding shares of the Company.
18. Solicit taxpayer identification numbers.
19. Provide data to enable the Company 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.
20. Maintain bank accounts and reconcile some on a monthly basis.
21. Provide management information reports on a quarterly basis to the
Board of Trustees outlining the level of service provided.
22. Provide sale/statistical reporting for purposes of providing fund
management with information to maximizing the return to shareholders.
EXHIBIT B TO INVESTMENT COMPANY SERVICE AGREEMENT
Redemption Service
In accordance with the provisions of the Customer's Prospectus, as Servicing
Agent for the Redemption function, PSC will:
1. Where applicable, establish accounts payable based on information
furnished to PSC of behalf of the Customer: i.e., copies of trade
confirmations and other documents deemed necessary or desirable by PSC
on the first business day following the trade date.
2. Receive for redemption either:
a. Share certificates, supported by appropriate documentation.
b. Written authorization (where no share certificate are issued).
3. Verify there are sufficient shares in an account to cover redemption
requests.
4. Transfer the redeemed or repurchased shares to the Customer's treasury
share account or, if applicable, cancel such shares for retirement.
5. Pay the applicable redemption or repurchase price to the shareholder in
accordance with the prospectus of the Customer and the Declaration of
Trust on or before the seventh calendar day succeeding any receipt of
certificates or requests for redemption or repurchase in "good order"
as defined in the Prospectus.
6. Notify the Customer and the underwriter for the Customer of the total
number of shares presented and covered by such requests within a
reasonable period of time following receipt.
7. Promptly notify the shareholder if any such certificate or 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 PSC shall effect such redemption at
the net asset
value applicable at the date and time of receipt of such documents.
8. Produce periodic reports of unsettled items, if any.
9. Adjust unsettled items, if any, relative to dividends and
distributions.
10. Report to Customer any late redemptions which must be included in
Customer's N-SAR.
EXHIBIT C TO INVESTMENT COMPANY SERVICE AGREEMENT
Exchange Service
1. Receive and process exchanges in accordance with a duly executed
exchange authorization. PSC will redeem existing shares and use the
proceeds to purchase new shares. Shares of the Fund 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. Shares of the
Fund acquired by exchange and through reinvestment of dividends on such
shares may be re-exchanged to another Pioneer Fund at their respective
net asset values.
2. Make authorized deductions of fees.
3. Register new shares identically with the shares surrendered for
exchange. Mail new shares or a plan statement confirming the exchange
by first class mail to the address of record.
4. Maintain a record of unprocessed exchanges and produce a periodic
report.
EXHIBIT D: TO INVESTMENT COMPANY SERVICE AGREEMENT
Income Accrual and Disbursing Service
1. Distribute income dividends and/or capital gain distributions, either
through reinvestment or in cash, in accordance with shareholder
instructions.
2. On the mailing date, Customer shall make available to PSC collected
funds to make such distribution
3. Adjust unsettled items relative to dividends and distribution.
4. Reconcile dividends and/or distributions with the Customer.
5. 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.
EXHIBIT E. TO INVESTMENT COMPANY SERVICE AGREEMENT
Shareholder Accounting Service - Trustee or Custodian Under Retirement Plans
(▇▇▇▇▇ and ▇▇▇) and Corporate Retirement Plans.
After acceptance as Trustee or Custodian, PSC will:
1. Receive, invest and account for funds paid to PSC under a plan.
2. Out of the money received in payment for share sales, pay to the
customer's Custodian the net asset value per share and pay to the
underwriter its commission if any, on a periodic basis.
3. Hold all trust property received by PSC in safekeeping.
4. File required tax information returns.
5. Make distributions from a plan in accordance with the employer's
instruction.
6. Upon receiving appropriate detailed instructions and written materials
prepared by Customer and proxy proofs checked by Customer, mail to
employers shareholders reports, proxies and related materials of
suitable design for automatic enclosing, and receive and tabulate
executed proxies.
7. Respond to planholder correspondence and telephone inquiries.
8. Maintain dealer and salesperson records. Prepare and mail monthly
dealer commission statements and checks.
