ADDITIONAL COMPENSATION AGREEMENT
ADDITIONAL COMPENSATION AGREEMENT (the "Agreement"), dated as of
January 30, 2004, between RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. ("RBC") and Pioneer Investment
Management, Inc. ("Pioneer").
WHEREAS, Pioneer Tax Advantaged Balanced Trust (including any successor
by merger or otherwise, the "Trust") is a diversified, closed-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), and its common shares are registered under the
Securities Act of 1933, as amended; and
WHEREAS, Pioneer is the investment manager and the administrator of the
Trust;
WHEREAS, RBC is acting as co-managing underwriter in an offering of the
Trust's common shares;
WHEREAS, Pioneer desires to provide additional compensation to RBC for
acting as co-managing underwriter in an offering of the Trust's common shares;
and
WHEREAS, Pioneer desires to retain RBC to provide after-market support
services designed to maintain the visibility of the Trust on an ongoing basis,
and RBC is willing to render such services;
NOW, THEREFORE, in consideration of the mutual terms and conditions set
forth below, the parties hereto agree as follows:
1. (a) Pioneer hereby employs RBC, for the period and on the terms and
conditions set forth herein, to provide the following services at
the reasonable request of Pioneer:
(1) after-market support services designed to maintain
the visibility of the Trust on an ongoing basis.
(2) relevant information, studies or reports regarding
general trends in the closed-end investment company
and asset management industries, if reasonably
obtainable, and consult with representatives of
Pioneer in connection therewith; and
(3) information to and consult with Pioneer with respect
to applicable strategies designed to address market
value discounts, if any.
(b) At the request of Pioneer, RBC shall limit or cease any action
or service provided hereunder to the extent and for the time
period requested by Pioneer; provided, however, that pending
termination of this Agreement as provided for in Section 6
hereof, any such limitation or cessation shall not relieve
Pioneer of its payment obligations pursuant to Section 2
hereof.
(c) RBC will promptly notify Pioneer if it learns of any material
inaccuracy or misstatement in, or material omission from, any
written information, as of the date such information was
published, provided by RBC to Pioneer in connection with the
performance of services by RBC under this Agreement.
2. Pioneer shall pay RBC a fee computed weekly and payable quarterly in
arrears commencing March 31, 2004 at an annualized rate of 0.10% of the
Trust's Managed Assets (as defined below) attributable to common shares
sold by RBC in the offering for a term as described in Section 6
hereof; provided that the total amount of the fee hereunder shall not
exceed [ ]% of the total price to the public of the Trust's common
shares offered by the prospectus dated January 23, 2004
(including all Initial Securities and Option Securities as such terms
are described in the Purchase Agreement, dated January 27, 2004, by and
among the Trust, Pioneer and each of the Underwriters named therein
(the "Purchase Agreement"). The sum total of this fee, any additional
compensation fees payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated, plus the amount of the expense reimbursement of $.005 per
common share payable by the Trust to the underwriters pursuant to the
Purchase Agreement shall not exceed 4.5% of the total price of the
Trust's common shares offered by the Prospectus. "Managed Assets" is
defined as the total assets of the Trust (including any assets
attributable to any Preferred Shares that may be outstanding or
otherwise attributable to the use of leverage) minus the sum of accrued
liabilities (other than debt representing financial leverage). All
quarterly fees payable hereunder shall be paid to RBC within 15 days
following the end of each calendar quarter.
3. Pioneer shall be permitted to discharge all or a portion of its payment
obligations hereunder upon prepayment in full or in part of the
remaining balance due of the maximum additional commission amount
described in paragraph 2 above.
4. Pioneer acknowledges that the services of RBC provided for hereunder do
not include any advice as to the value of securities or regarding the
advisability of purchasing or selling any securities for the Trust's
portfolio. No provision of this Agreement shall be considered as
creating, nor shall any provision create, any obligation on the part of
RBC, and RBC is not hereby agreeing, to: (i) furnish any advice or make
any recommendations regarding the purchase or sale of portfolio
securities or (ii) render any opinions, valuations or recommendations
of any kind or to perform any such similar services in connection with
providing the services described in Section 1 hereof.
5. Nothing herein shall be construed as prohibiting RBC or its affiliates
from providing similar or other services to any other clients
(including other registered investment companies or other investment
managers), so long as RBC's services to Pioneer are not impaired
thereby.
6. The term of this Agreement shall commence upon the date referred to
above and shall be in effect so long as Pioneer acts as the investment
manager to the Trust pursuant to the Investment Management Agreement
(as such term is defined in the Purchase Agreement) or other subsequent
advisory agreement.
7. Pioneer will furnish RBC with such non-confidential information as RBC
reasonably requests to perform its assignment hereunder (all such
information so furnished being the "Information"). Pioneer recognizes
and confirms that RBC (a) will use and rely primarily on the
Information and on information available from generally recognized
public sources in performing the services contemplated by this
Agreement without having independently verified the same and (b) does
not assume responsibility for the accuracy or completeness of the
Information and such other information. To the best of Pioneer's
knowledge, the Information to be furnished by Pioneer when delivered,
will be true and correct in all material respects and will not contain
any material misstatement of fact or omit to state any material fact
necessary to make the statements contained therein not misleading.
Pioneer will promptly notify RBC if it learns of any material
inaccuracy or misstatement in, or material omission from, any
Information delivered to RBC.
8. Pioneer agrees that RBC shall have no liability to Pioneer or the Trust
for any act or omission to act by RBC in the course of its performance
under this Agreement, in the absence of gross negligence or willful
misconduct on the part of RBC. Pioneer agrees to the indemnification
and other agreement set forth in the Indemnification Agreement attached
hereto, the provisions of which are incorporated herein by reference
and shall survive the termination, expiration or supersession of this
Agreement.
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9. This Agreement and any claim, counterclaim or dispute of any kind or
nature whatsoever arising out of or in any way relating to this
Agreement ("Claim") shall be governed by and construed in accordance
with the laws of the State of New York.
10. No Claim may be commenced, prosecuted or continued in any court other
than the courts of the State of New York located in the City and County
of New York or in the United States District Court for the Southern
District of New York, which courts shall have exclusive jurisdiction
over the adjudication of such matters, and Pioneer and RBC consent to
the jurisdiction of such courts and personal service with respect
thereto. Each of RBC and Pioneer waives all right to trial by jury in
any proceeding (whether based upon contract, tort or otherwise) in any
way arising out of or relating to this Agreement. Pioneer agrees that a
final judgment in any proceeding or counterclaim brought in any such
court shall be conclusive and binding upon Pioneer and may be enforced
in any other courts to the jurisdiction of which Pioneer is or may be
subject, by suit upon such judgment.
11. This Agreement may not be assigned by either party without the prior
written consent of the other party.
12. This Agreement (including the attached Indemnification Agreement)
embodies the entire agreement and understanding between the parties
hereto and supersedes all prior agreements and understandings relating
to the subject matter hereof. If any provision of this Agreement is
determined to be invalid or unenforceable in any respect, such
determination will not affect such provision in any other respect or
any other provision of this Agreement, which will remain in full force
and effect. This Agreement may not be amended or otherwise modified or
waived except by an instrument in writing signed by both RBC and
Pioneer.
13. All notices required or permitted to be sent under this Agreement shall
be sent, if to Pioneer:
Pioneer Investment Management, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
or if to RBC:
[address]
or such other name or address as may be given in writing to the other
parties. Any notice shall be deemed to be given or received on the
third day after deposit in the US mail with certified postage prepaid
or when actually received, whether by hand, express delivery service or
facsimile transmission, whichever is earlier.
14. This Agreement may be executed in separate counterparts, each of which
is deemed to be an original and all of which taken together constitute
one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Additional Compensation Agreement as of the date first above written.
PIONEER INVESTMENT RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ INC.
MANAGEMENT, INC.
By:_____________________________ By:_____________________________
Name: Name:
Title: Title:
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RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ INC. INDEMNIFICATION AGREEMENT
January 30, 2004
RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc.
[address]
Ladies and Gentlemen:
In connection with the engagement of RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. ("RBC") to
provide the undersigned (together with its affiliates and subsidiaries, referred
to as the "Company") with the services set forth in the Additional Compensation
Agreement dated January 30, 2003 between the Company and RBC (the "Agreement"),
in the event that RBC becomes involved in any capacity in any claim, suit,
action, proceeding, investigation or inquiry (including, without limitation, any
shareholder or derivative action or arbitration proceeding) (collectively, a
"Proceeding") in connection with or in any way relating to the services referred
to in the Agreement or arising out of the services contemplated by the
Agreement, the Company agrees to indemnify, defend and hold RBC harmless to the
fullest extent permitted by law, from and against any losses, claims, damages,
liabilities and expenses in connection with or in any way relating to the
services referred to in the Agreement or arising out of the services
contemplated by the Agreement, except to the extent that it shall be determined
by a court of competent jurisdiction in a judgment that has become final in that
it is no longer subject to appeal or other review, that such losses, claims,
damages, liabilities and expenses resulted solely from the gross negligence or
willful misconduct of RBC. In addition, in the event that RBC becomes involved
in any capacity in any Proceeding in connection with or in any way relating to
the services referred to in the Agreement or arising out of the services
contemplated by the Agreement, the Company will reimburse RBC for its legal and
other expenses (including the cost of any investigation and preparation) as such
expenses are incurred by RBC in connection therewith. If such indemnification
were not to be available for any reason, the Company agrees to contribute to the
losses, claims, damages, liabilities and expenses involved (i) in the proportion
appropriate to reflect the relative benefits received or sought to be received
by the Company and its stockholders and affiliates and other constituencies, on
the one hand, and RBC, on the other hand, in the services contemplated by the
Agreement or (ii) if (but only if and to the extent) the allocation provided for
in clause (i) is for any reason held unenforceable, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Company and its stockholders and affiliates
and other constituencies, on the one hand, and the party entitled to
contribution, on the other hand, as well as any other relevant equitable
considerations. The Company agrees that for the purposes of this paragraph the
relative benefits received, or sought to be received, by the Company and its
stockholders and affiliates, on the one hand, and the party entitled to
contribution, on the other hand, for services as contemplated shall be deemed to
be in the same proportion that the total value received or paid or contemplated
to be received or paid by the Company or its stockholders or affiliates and
other constituencies, as the case may be, as a result of or in connection with
the services (whether or not consummated) for which RBC has been retained bear
to the fees paid to RBC under the Agreement; provided, that in no event shall
the Company contribute less than the amount necessary to assure that RBC is not
liable for losses, claims, damages, liabilities and expenses in excess of the
amount of fees actually received by RBC pursuant to the Agreement. Relative
fault shall be determined by reference to, among other things, whether any
alleged untrue statement or omission or any other alleged conduct relates to
information provided by the Company or other conduct by the Company (or its
employees or other agents), on the one hand, or by RBC, on the other hand. The
Company will not settle any Proceeding in respect of which indemnity may be
sought hereunder, whether or not RBC is an actual or potential party to such
Proceeding, without RBC's prior written consent. For purposes of this
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Indemnification Agreement, RBC shall include RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., any of its
affiliates, each other person, if any, controlling RBC or any of its affiliates,
their respective officers, current and former directors, employees and agents,
and the successors and assigns of all of the foregoing persons. The foregoing
indemnity and contribution agreement shall be in addition to any rights that any
indemnified party may have at common law or otherwise.
The Company agrees that neither RBC nor any of its affiliates,
directors, agents, employees or controlling persons shall have any liability to
the Company or any person asserting claims on behalf of or in right of the
Company in connection with or as a result of either RBC's engagement under the
Agreement or any services referred to in the Agreement, including, without
limitation, related services and activities prior to the date of the Agreement,
except to the extent that it shall be determined by a court of competent
jurisdiction in a judgment that has become final in that it is no longer subject
to appeal or other review that any losses, claims, damages, liabilities or
expenses incurred by the Company resulted solely from the gross negligence or
willful misconduct of RBC in performing the services that are the subject of the
Agreement.
THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE
OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS
AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW,
NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE
COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH
COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS,
AND THE COMPANY AND RBC CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL
SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL
JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF
OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST
RBC OR ANY INDEMNIFIED PARTY. EACH OF RBC AND THE COMPANY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY
AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY
WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE
JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH
JUDGMENT.
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The foregoing Indemnification Agreement shall remain in full force and
effect notwithstanding any termination of RBC's engagement. This Indemnification
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
agreement.
Very truly yours,
PIONEER INVESTMENT MANAGEMENT, INC.
By:________________________________
Name:
Title:
Accepted and agreed to as of
the date first above written:
RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ INC.
By:________________________________
Name:
Title:
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