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.
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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
(amended as of January 2, 1999)
Pioneer America Income Trust
Pioneer Balanced Fund
Pioneer Bond Fund
Pioneer Capital Growth Fund
Pioneer Cash Reserves Fund
Pioneer Emerging Markets Fund
Pioneer Equity-Income Fund
Pioneer Europe Fund
Pioneer Fund
Pioneer Gold Shares
Pioneer Growth Shares
Pioneer Independence Fund
Pioneer India Fund
Pioneer Interest Shares
Pioneer Intermediate Tax-Free Fund
Pioneer International Growth Fund
Pioneer Micro-Cap Fund
Pioneer Mid-Cap Fund
Pioneer Real Estate Shares
Pioneer Short-Term Income Trust
Pioneer Small Company Fund
Pioneer Strategic Income Fund
Pioneer Tax-Free Income Fund
Pioneer II
Pioneer Variable Contracts Trust
International Growth Portfolio
Capital Growth Portfolio
Real Estate Growth Portfolio
Equity Income Portfolio
Balanced Portfolio
America Income Portfolio
Money Market Portfolio
Swiss Franc Bond Portfolio
Growth and Income Portfolio
Growth Shares Portfolio
Europe Portfolio
Emerging Markets Portfolio
Pioneer World Equity Fund
Updated January, 1999
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
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List of FAACS Services (continued)
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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
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OVERALL WEIGHTED FAACS AVERAGE COMPENSATION AND BENEFITS RATE = 70%
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Key:
. Service provided under the Pioneer Funds Administration Agreement,
for which the Investment Advisor is entitled to reimbursement from the
Funds
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. 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
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EXHIBIT 3
THE PIONEER GROUP, 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 (Bluesky MLS, Inc.)
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 Document Directions software system
(for prospectus production) purchased by Pioneer in late 1997
o Provide advice with respect to Year 2000 issues
o Prospectus simplification efforts on behalf of distribution or
management companies, including internal coordination
