ADDITIONAL COMPENSATION AGREEMENT
ADDITIONAL COMPENSATION AGREEMENT (the "Agreement"), dated as of
January 30, 2004, between ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated ("▇▇▇▇▇▇▇ ▇▇▇▇▇") 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇ is acting as lead underwriter in an offering of
the Trust's common shares;
WHEREAS, Pioneer desires to provide additional compensation to ▇▇▇▇▇▇▇
▇▇▇▇▇ for acting as lead underwriter in an offering of the Trust's common
shares; and
WHEREAS, Pioneer desires to retain ▇▇▇▇▇▇▇ ▇▇▇▇▇ to provide
after-market support services designed to maintain the visibility of the Trust
on an ongoing basis, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇, 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ to Pioneer in
connection with the performance of services by ▇▇▇▇▇▇▇ ▇▇▇▇▇
under this Agreement.
2. Pioneer shall pay ▇▇▇▇▇▇▇ ▇▇▇▇▇ a fee computed weekly and payable
quarterly in arrears commencing March 31, 2004 at an annualized rate of
0.15% of the Trust's Managed Assets (as
defined below) 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 RBC
▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ with such non-confidential
information as ▇▇▇▇▇▇▇ ▇▇▇▇▇ reasonably requests to perform its
assignment hereunder (all such information so furnished being the
"Information"). Pioneer recognizes and confirms that ▇▇▇▇▇▇▇ ▇▇▇▇▇ (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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ if
it learns of any material inaccuracy or misstatement in, or material
omission from, any Information delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇.
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8. Pioneer agrees that ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no liability to Pioneer or
the Trust for any act or omission to act by ▇▇▇▇▇▇▇ ▇▇▇▇▇ in the course
of its performance under this Agreement, in the absence of gross
negligence or willful misconduct on the part of ▇▇▇▇▇▇▇ ▇▇▇▇▇. 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.
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇
consent to the jurisdiction of such courts and personal service with
respect thereto. Each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇:
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
4 World Financial Center
New York, New York 10080
Attention: ▇▇▇▇ ▇▇▇▇
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
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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.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Additional Compensation Agreement as of the date first above written.
PIONEER INVESTMENT ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
MANAGEMENT, INC. ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By:_____________________________ By:_____________________________
Name: Name:
Title: Title:
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▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. INDEMNIFICATION AGREEMENT
January 30, 2004
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
In connection with the engagement of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ("▇▇▇▇▇▇▇ ▇▇▇▇▇") 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Agreement"),
in the event that ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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
▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇. In addition, in the event
that ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ for its legal and other expenses (including
the cost of any investigation and preparation) as such expenses are incurred by
▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ has been
retained bear to the fees paid to ▇▇▇▇▇▇▇ ▇▇▇▇▇ under the Agreement; provided,
that in no event shall the Company contribute less than the amount necessary to
assure that ▇▇▇▇▇▇▇ ▇▇▇▇▇ is not liable for losses, claims, damages, liabilities
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and expenses in excess of the amount of fees actually received by ▇▇▇▇▇▇▇ ▇▇▇▇▇
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the other hand. The Company will not settle any Proceeding
in respect of which indemnity may be sought hereunder, whether or not ▇▇▇▇▇▇▇
▇▇▇▇▇ is an actual or potential party to such Proceeding, without ▇▇▇▇▇▇▇
▇▇▇▇▇'▇ prior written consent. For purposes of this Indemnification Agreement,
▇▇▇▇▇▇▇ ▇▇▇▇▇ shall include ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated, any of its affiliates, each other person, if any,
controlling ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇'▇
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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
▇▇▇▇▇▇▇ ▇▇▇▇▇ OR ANY INDEMNIFIED PARTY. EACH OF ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ 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:
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By ________________________________
Name:
Title:
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