ADVISORY AGREEMENT
THIS AGREEMENT dated as of this 17th day of July, 2003 between Pioneer
Municipal High Income Trust, a Delaware business trust (the "Trust"), and
Pioneer Investment Management, Inc., a Delaware corporation (the "Adviser").
WITNESSETH
WHEREAS, the Trust is registered as a closed-end management investment
company 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 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 deem it mutually advantageous that the
Adviser should be engaged, subject to the supervision of the Trust's Board of
Trustees and officers, to manage the Trust.
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Adviser do hereby agree as follows:
1. The Adviser will regularly provide the Trust with investment research, advice
and supervision and will furnish continuously an investment program for the
Trust, consistent with the investment objectives and policies of the Trust. The
Adviser will determine from time to time what securities shall be purchased for
the Trust, what securities shall be held or sold by the Trust and what portion
of the Trust's assets shall be held uninvested as cash, subject always to the
provisions of the Trust's Certificate of Trust, Agreement and Declaration of
Trust, By-Laws and its registration statements under the 1940 Act and under the
1933 Act covering the Trust's shares, as filed with the Commission, and to the
investment objectives, policies and restrictions of the Trust, as each of the
same shall be from time to time in effect, and subject, further, to such
policies and instructions as the Board of Trustees of the Trust may from time to
time establish. To carry out such determinations, the Adviser will exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust itself might or could do with respect to purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
2. The Adviser will, to the extent reasonably required in the conduct of the
business of the Trust and upon the Trust's request, furnish to the Trust
research, statistical and Advisory reports upon the industries, businesses,
corporations or securities as to which such requests shall be made, whether or
not the Trust shall at the time have any investment in such industries,
businesses, corporations or securities. The Adviser will use its best efforts in
the preparation of such reports and will endeavor to consult the persons and
sources believed by it to have information available with respect to such
industries, businesses, corporations or securities.
3. The Adviser will maintain all books and records with respect to the Trust's
securities transactions required by subparagraphs (b)(5), (6), (9) and (10) and
paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being
maintained by the custodian or transfer agent appointed by the Trust) and
preserve such records for the periods prescribed therefor by Rule 31a-2 under
the 1940 Act. The Adviser will also provide to the Board of Trustees such
periodic and special reports as the Board may reasonably request.
4. Except as otherwise provided herein, the Adviser, at its own expense, shall
furnish to the Trust office space in the offices of the Adviser, or in such
other place as may be agreed upon from time to time, and all necessary office
facilities, equipment and personnel for managing the Trust's affairs and
investments, and shall arrange, if desired by the Trust, for members of the
Adviser's organization to serve as officers or agents of the Trust.
5. The Adviser shall pay directly or reimburse the Trust for: (i) the
compensation (if any) of the Trustees who are affiliated with, or "interested
persons" (as defined in the 0000 Xxx) of, the Adviser and all officers of the
Trust as such; and (ii) all expenses not hereinafter specifically assumed by the
Trust where such expenses are incurred by the Adviser or by the Trust in
connection with the management of the affairs of, and the investment and
reinvestment of the assets of, the Trust.
6. The Trust shall assume and shall pay: (i) charges and expenses for fund
accounting, pricing and appraisal services and related overhead, including, to
the extent such services are performed by personnel of the Adviser or its
affiliates, office space and facilities, and personnel compensation, training
and benefits; (ii) the charges and expenses of auditors; (iii) the charges and
expenses of any custodian, transfer agent, administrator, plan agent, dividend
disbursing agent and registrar appointed by the Trust; (iv) issue and transfer
taxes chargeable to the Trust in connection with securities transactions to
which the Trust is a party; (v) insurance premiums, interest charges, expenses
in connection with any preferred shares, dues and fees for membership in trade
associations and all taxes and corporate fees payable by the Trust to federal,
state or other governmental agencies; (vi) fees and expenses involved in
registering and maintaining registrations of the Trust and/or its shares with
federal regulatory agencies, state or blue sky securities agencies and foreign
jurisdictions, including the preparation of prospectuses and statements of
additional information for filing with such regulatory authorities; (vii) 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; (viii) charges and expenses of legal
counsel to the Trust and the Trustees; (ix) compensation of those Trustees of
the Trust who are not affiliated with, or "interested persons" of, the Adviser
or the Trust (other than as Trustees); (x) the cost of preparing and printing
share certificates; (xi) interest on borrowed money, if any; (xii) the fees and
other expenses of listing the fund's shares on the New York Stock Exchange or
any other national stock exchange and (xiii) any other expense that the Trust,
the Adviser or any other agent of the Trust may incur (A) as a result of a
change in the law or regulations, (B) as a result of a mandate from the Board of
Trustees with associated costs of a character generally assumed by similarly
structured investment companies or (C) that is similar to the expenses listed
above, and that is approved by the Board of Trustees (including a majority of
the Independent Trustees) as being an appropriate expense of the Trust.
7. In addition to the expenses described in Section 6 above, the Trust shall pay
all brokers' and underwriting commissions chargeable to the Trust in connection
with securities transactions to which the Trust is a party.
8. The Trust shall pay to the Adviser, as compensation for the Adviser's
services and expenses assumed hereunder, a fee at the annual rate equal to 0.60%
of the Trust's average daily managed assets. "Managed assets" means the total
assets of the Trust (including any assets attributable to any leverage that may
be outstanding) minus the sum of accrued liabilities (other than liabilities
representing financial leverage). The liquidation preference on any preferred
shares is not a liability.
9. The management fee payable hereunder shall be computed daily and paid monthly
in arrears. In the event of termination of this Agreement, the fee provided in
Section 8 shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. The Adviser may from time to time agree not to impose all or a portion of
its fee otherwise payable hereunder (in advance of the time such fee or a
portion thereof would otherwise accrue) and/or undertake to pay or reimburse the
Trust for all or a portion of its expenses not otherwise required to be borne or
reimbursed by the Adviser. Any such fee reduction or undertaking may be
discontinued or modified by the Adviser at any time.
11. It is understood that the Adviser may employ one or more sub-investment
advisers (each a "Subadviser") to provide investment Advisory services to the
Trust by entering into a written agreement with each such Subadviser; provided,
that any such agreement first shall be approved by the vote of a majority of the
Trustees, including a majority of the Trustees who are not "interested persons"
(as defined in the 0000 Xxx) of the Trust, the Adviser or any such Subadviser,
and otherwise approved in accordance with the requirements of the 1940 Act or an
exemption therefrom. The authority given to the Adviser in Sections 1 through 13
hereof may be delegated by it under any such agreement; provided, that any
Subadviser shall be subject to the same restrictions and limitations on
investments and brokerage discretion as the Adviser. The Trust agrees that the
Adviser shall not be accountable to the Trust or the Trust's shareholders for
any loss or other liability relating to specific investments directed by any
Subadviser, even though the Adviser retains the right to reverse any such
investment because, in the event a Subadviser is retained, the Trust and the
Adviser will rely almost exclusively on the expertise of such Subadviser for the
selection and monitoring of specific investments.
12. The Adviser will not be liable for any error of judgment or mistake of law
or for any loss sustained by reason of the adoption of any investment policy or
the purchase, sale, or retention of any security on the recommendation of the
Adviser, whether or not such recommendation shall have been based upon its own
investigation and research or upon investigation and research made by any other
individual, firm or corporation, but nothing contained herein will be construed
to protect the Adviser against any liability to the Trust 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.
13. Nothing in this Agreement will in any way limit or restrict the Adviser or
any of its officers, directors, or employees from buying, selling or trading in
any securities for its or their own accounts or other accounts. The Adviser may
act as an investment adviser to any other person, firm or corporation, and may
perform management and any other services for any other person, association,
corporation, firm or other entity pursuant to any contract or otherwise, and
take any action or do any thing in connection therewith or related thereto; and
no such performance of management or other services or taking of any such action
or doing of any such thing shall be in any manner restricted or otherwise
affected by any aspect of any relationship of the Adviser to or with the Trust
or deemed to violate or give rise to any duty or obligation of the Adviser to
the Trust except as otherwise imposed by law. The Trust recognizes that the
Adviser, in effecting transactions for its various accounts, may not always be
able to take or liquidate investment positions in the same security at the same
time and at the same price.
14. In connection with purchases or sales of securities for the account of the
Trust, neither the Adviser nor any of its directors, officers or employees will
act as a principal or agent or receive any commission except as permitted by the
1940 Act. The Adviser shall arrange for the placing of all orders for the
purchase and sale of securities for the Trust's account with brokers or dealers
selected by the Adviser. In the selection of such brokers or dealers and the
placing of such orders, the Adviser is directed at all times to seek for the
Trust the most favorable execution and net price available except as described
herein. It is also understood that it is desirable for the Trust that the
Adviser have access to supplemental investment and market research and security
and economic analyses provided by brokers who may execute brokerage transactions
at a higher cost to the Trust than may result when allocating brokerage to other
brokers on the basis of seeking the most favorable price and efficient
execution. Therefore, the Adviser is authorized to place orders for the purchase
and sale of securities for the Trust with such brokers, subject to review by the
Trust's Trustees from time to time with respect to the extent and continuation
of this practice. It is understood that the services provided by such brokers
may be useful to the Adviser in connection with its or its affiliates' services
to other clients. In addition, subject to the Adviser's obligation to seek the
most favorable execution and net price available, the Adviser may consider the
sale of the Trust's shares in selecting brokers and dealers.
15. On occasions when the Adviser deems the purchase or sale of a security to be
in the best interest of the Trust as well as other clients, the Adviser may, to
the extent permitted by applicable laws and regulations, aggregate the
securities to be sold or purchased in order to obtain the best execution and
lower brokerage commissions, if any. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Trust and to such clients.
16. This Agreement shall become effective on the date hereof and shall remain in
force until December 31, 2004 and from year to year thereafter, but only so long
as its continuance is approved in accordance with the requirements of the 1940
Act or an exemption therefrom, subject to the right of the Trust and the Adviser
to terminate this contract as provided in Section 17 hereof.
17. Either party hereto may, without penalty, terminate this Agreement by vote
of its Board of Trustees or Directors, as the case may be, or by vote of a
"majority of the outstanding voting securities" (as defined in the 0000 Xxx) of
the Trust or the Adviser, as the case may be, and the giving of 60 days' written
notice to the other party.
18. This Agreement shall automatically terminate in the event of its assignment.
For purposes of this Agreement, the term "assignment" shall have the meaning
given it by Section 2(a)(4) of the 1940 Act.
19. The Trust agrees that in the event that neither the Adviser nor any of its
affiliates acts as an investment adviser to the Trust, the name of the Trust
will be changed to one that does not contain the name "Pioneer" or otherwise
suggest an affiliation with the Adviser.
20. The Adviser is an independent contractor and not an employee of the Trust
for any purpose. If any occasion should arise in which the Adviser gives any
advice to its clients concerning the shares of the Trust, the Adviser will act
solely as investment counsel for such clients and not in any way on behalf of
the Trust.
21. This Agreement states the entire agreement of the parties hereto, and is
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.
22. This Agreement and all performance hereunder shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
23. 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.
24. 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 their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
ATTEST: PIONEER MUNICIPAL HIGH INCOME TRUST
/S/ XXXXXXX X. XXXXXXXX /S/ XXXXXX X. XXXX
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Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxx
Assistant Secretary Executive Vice President
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
/S/ XXXXXXX X. XXXXXXXX /S/ XXXXXX X. XXXX
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Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxx
Secretary Executive Vice President.
