INVESTMENT COMPANY SERVICE AGREEMENT
PIONEER EMERGING GROWTH FUND
July 26, 2002
Pioneer Emerging Growth Fund, a Delaware business trust with its
principal place of business at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Customer"), and Pioneer Investment Management Shareholder Services, Inc., a
Massachusetts corporation with its principal place of business at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("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"), with the services
described in EXHIBITS A, B, C and D (collectively, the "Exhibits") that are
attached hereto and incorporated herein by reference. 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 time 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.
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
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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, 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
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annual fee of $25.25 per open account and an annual fee of $7.30 per closed
account, 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, the Customer will reimburse any other
expenses incurred by PIMSS at the request of or with the consent of the
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.
(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.
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(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 an open-end management investment company 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. 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 Customer or its Trustees
set forth herein to indemnify any party to this 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,
PIMSS 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 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.
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This Agreement 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Executive Officer and President
PIONEER EMERGING GROWTH FUND
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
Treasurer
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EXHIBIT A - TO INVESTMENT COMPANY SERVICE AGREEMENT
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:
1. Open, maintain and close accounts.
2. Purchase shares for the shareholder.
3. 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.
4. Redeem shares by systematic withdrawal orders. (SEE EXHIBIT B).
5. Reinvest or disburse dividends and other distributions upon direction of
shareholder.
6. Establish the proper registration of ownership of shares.
7. 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.
8. Make transfers from time to time upon the books of the Customer in
accordance with properly executed transfer instructions furnished to PIMSS.
9. 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.
10. Respond to shareholder inquiries in a timely manner.
11. Maintain dealer and salesperson records.
12. 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.
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13. Mail confirmations of transactions to shareholders in a timely fashion
(confirmations of Automatic Investment Plan transactions will be mailed
quarterly).
14. Provide Customer with such information regarding correspondence as well
as enable Customer to comply with related Form N-SAR (semi-annual
report) requirements.
15. Maintain continuous proof of the outstanding shares of Customer.
16. Solicit taxpayer identification numbers.
17. 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.
18. Maintain bank accounts and reconcile same on a monthly basis.
19. Provide management information reports on a quarterly basis to Customer's
Board of Trustees outlining the level of service provided.
20. Provide sale/statistical reporting for purposes of providing Customer's
management with information to maximizing the return to shareholders.
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EXHIBIT B - TO INVESTMENT COMPANY SERVICE AGREEMENT
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:
1. 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).
2. Receive shares for redemption through written, telephone or Internet
authorization.
3. Verify there are sufficient available shares in an account to cover
redemption requests.
4. Transfer the redeemed or repurchased shares to 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 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.
6. 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.
7. 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 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
Form N-SAR (semi-annual report) filing.
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EXHIBIT C - TO INVESTMENT COMPANY SERVICE AGREEMENT
EXCHANGE SERVICE:
1. 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 their respective net asset values.
2. Make authorized deductions of fees, if any.
3. 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.
4. Maintain a record of unprocessed exchanges and produce a periodic
report.
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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 PIMSS collected funds
to make such distribution.
3. Adjust unsettled items relative to dividends and distribution.
4. Reconcile dividends and/or distributions with 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.
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