ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, made as of the 24th day of
April 2002 between PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation
("PIM"), and PRINCETON ADMINISTRATORS, L.P., a Delaware limited partnership (the
"Administrator").
WITNESSETH:
WHEREAS, PIM has agreed to provide or arrange the provision of
certain administrative services to Pioneer High Income Trust (the "Trust"), a
Delaware business trust and a diversified closed-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, PIM wishes to retain the Administrator to perform the
administrative services contemplated by this Agreement to the Trust;
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE ADMINISTRATOR. PIM hereby retains the Administrator to act as
administrator of the Trust, subject to the supervision and directions of
PIM and the Board of Trustees of the Trust as herein set forth. Subject to
the supervision and direction of PIM, the Administrator shall perform or
arrange for the performance of the following administrative and clerical
services:
(a) Calculate or arrange for the calculation and publication of
the Trust's net asset value in accordance with the Trust's
policy as adopted from time to time by the Board of Trustees;
(b) Maintain, or arrange for the maintenance of, certain books and
records of the Trust, as mutually agreed upon between the
parties hereto, that are required under the Investment Company
Act;
(c) Provide the Trust with administrative offices and data
processing facilities as well as the services of persons
competent to perform such administrative and clerical
functions as are necessary to provide effective operation of
the Trust;
(d) Maintain the Trust's expense budget and monitor expense
accruals;
(e) Arrange for payment of the Trusts' expenses, as PIM directs,
which may include calculation of various contractual expenses
of the Trust's service providers, and the review and approval
of invoices for the Trust's account and submission to a Trust
officer for authorization of payment in a manner to be agreed
upon;
(f) Oversee and review calculations of fees paid to the
Administrator, PIM, the transfer agent and the custodian;
(g) Compute the Trust's yield, total return, expense ratios and
portfolio turnover rate as well as various Trust statistical
data as reasonably requested;
(h) Prepare, for review and approval by officers of the Trust,
financial information for the Trust's semi-annual and annual
reports, proxy statements and other communications with
shareholders required or otherwise to be sent to Trust
shareholders, and arrange for the printing and dissemination
of such reports and communications to shareholders;
(i) Prepare reports relating to the business and affairs of the
Trust as may be mutually agreed upon and not otherwise
appropriately prepared by PIM or the Trust's custodian,
counsel or auditors;
(j) Prepare, or arrange for preparation for review, approval and
execution by officers of the Trust, the Trust's federal, state
and local income tax returns, and any other required tax
returns, as may be mutually agreed upon;
(k) Calculate the Trust's annual net investment income (including
net realized short-term capital gain) and net realized
long-term capital gain to determine the Trust's minimum annual
distributions to shareholders and the tax and accounting
treatment of such distributions on a per share basis, to be
reviewed by the Trust's independent public accountants;
(l) Prepare for review by an officer of the Trust the Trust's
periodic financial reports required to be filed with the
Securities and Exchange Commission (the "SEC") on Form N-SAR
and Form N-2 and such other reports, forms or filings, as may
be mutually agreed upon;
(m) Prepare such financial information and reports as may be
required by any stock exchange or exchanges on which the
Trust's shares are listed, and such other information and
reports required by such stock exchanges as may be mutually
agreed upon;
(n) Prepare such financial information and reports as may be
required by any banks from which the Trust borrows funds;
(o) Prepare reports related to the Trust's preferred stock, if
any, as required by rating agencies;
(p) Assist in the preparation and filing of Forms 3, 4 and 5
pursuant to Section 16 of the Securities Exchange Act of 1934
and Section 30(f) of the Investment Company Act for the
officers and trustees of the Trust, such filings to be based
on information provided by those persons and PIM;
(q) Coordinate the performance of administrative and professional
services rendered to the Trust by others, including its
custodian, registrar, transfer agent, dividend disbursing
agent and dividend reinvestment plan agent, as well as
accounting, auditing and such other services as may from time
to time be mutually agreed;
(r) Consult as necessary with the Trust's officers, independent
accountants, legal counsel, custodian, accounting agent and
transfer and dividend disbursing agent in establishing the
accounting policies of the Trust;
(s) Review implementation of any stock purchase or dividend
reinvestment programs authorized by the Board of rustees;
(t) Provide such assistance to the PIM, the custodian and the
Trust's counsel and auditors as generally may reasonably be
required to properly carry on the business and operations of
the Trust; and
(u) Respond to, or refer to PIM, the Trust's officers or transfer
agent, shareholder inquiries relating to the Trust.
PIM agrees to deliver and to use its reasonable commercial efforts to cause
the custodian to deliver, on a timely basis, such information to the
Administrator as may be necessary or appropriate for the Administrator's
performance of its duties and responsibilities hereunder, including but not
limited to, daily records of transactions, valuation of investments in
United States dollars (which may be based on information provided by a
pricing service) and expenses borne by the Trust, the Trust management
letter to stockholders and such other information necessary for the
Administrator to prepare the above referenced reports and filings, and the
Administrator shall be entitled to rely on the accuracy and completeness of
such information in performing its duties hereunder.
All services are to be furnished through the medium of any officer or
employee of the Administrator as the Administrator deems appropriate in
order to fulfill its obligations hereunder.
Each party shall bear all its own expenses incurred in connection with this
Agreement. Printing and dissemination expenses, such as those for reports
to shareholders and proxy statements, shall be expenses of the Trust.
2. COMPENSATION OF THE ADMINISTRATOR. PIM will pay the Administrator a fee
on the first business day of each calendar month for the previous month
equal to the greater of (i) $120,000 per annum ($10,000 per month), or (ii)
at an annual rate equal to 0.10% of the Trust's Managed Assets (as
hereinafter defined). For the purposes of determining fees payable to the
Administrator, the value of the Trust's assets shall be computed at the
times and in the manner specified in the Trust's registration statement on
Form N-2, as amended from time to time (the "Registration Statement").
Compensation by PIM to the Administrator shall commence on the date of the
first receipt by the Trust of the proceeds of the sale of its shares to the
underwriters as described in the Registration Statement, and the fee for
the period from the date the Trust shall receive the proceeds of the sale
of its shares to the underwriters as aforesaid to the end of the month
during which such proceeds are so received, shall be pro-rated according to
the proportion that such period bears to the full monthly period. Upon
termination of this Agreement before the end of a month, the fee for such
part of that month shall be pro-rated according to the proportion that such
periods bear to the full monthly period and shall be payable within seven
days after the date of termination of this Agreement. "Managed Assets"
means the average weekly value of the Trust's total assets minus the sum
of the Trust's liabilities, which liabilities exclude debt relating to
leverage, short-term debt and the aggregate liquidation preference of any
outstanding preferred stock.
3. LIMITATION OF LIABILITY OF THE ADMINISTRATOR, INDEMNIFICATION
(a) The Administrator may, with respect to questions of law, apply for and
obtain the advice and opinion of legal counsel, and with respect to the
application of generally accepted accounting principles or Federal Tax
accounting principles, apply for and obtain the advice and opinion of
accounting experts, at the reasonable expense of the Trust or PIM. The
Administrator shall obtain prior permission of the Trust or PIM before
obtaining the advise and opinion of legal or accounting experts at the
expense of the Trust or PIM, and shall not use any counsel or accounting
experts to which the Trust or PIM shall reasonably object. The
Administrator shall be fully protected with respect to any action taken or
omitted by it in good faith in conformity with this paragraph.
(b) The Administrator shall not be liable to the Trust or PIM for any action
taken or omitted to be taken by the Administrator in connection with the
performance of any of its duties or obligations under this Agreement, and
PIM shall indemnify the Administrator and hold it harmless from and against
all damages, liabilities, costs and expenses (including reasonable
attorneys' fees and amounts reasonably paid in settlement) incurred by the
Administrator in or by reason of any pending, threatened or contemplated
action, suit, investigation or other proceeding (including an action or
suit by or in the right of the Trust or its security holders) arising out
of or otherwise based upon any action actually or allegedly taken or
omitted to be taken by the Administrator in connection with the performance
of any of its duties or obligations under this Agreement; provided,
however, that nothing contained herein shall protect or be deemed to
protect the Administrator against or entitle or be deemed to entitle the
Administrator to indemnification in respect of any liability to PIM, the
Trust or its security holders to which the Administrator would otherwise be
subject 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 duties and obligations under this Agreement. Such expenses shall be
paid by PIM in advance of the final disposition of such matter upon invoice
by the Administrator and receipt by PIM of an undertaking from the
Administrator to repay such amounts if it shall ultimately be established
that the Administrator is not entitled to payment of such expenses
hereunder.
(c) As used in this Paragraph 3, the term "Administrator" shall include any
affiliates of the Administrator performing services for the Trust
contemplated hereby, and trustees, officers, agents and employees of the
Administrator or such affiliates.
4. ACTIVITIES OF THE ADMINISTRATOR.
The services of the Administrator hereunder are not exclusive and nothing
in this Agreement shall limit or restrict the right of the Administrator to
engage in any other business or to render services of any kind to any other
corporation, firm, individual or association. The Administrator shall be
deemed to be an independent contractor, unless otherwise expressly provided
or authorized by this Agreement.
5. DURATION AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective as of the date on which the Trust's
Registration Statement on Form N-2 shall be declared effective by the SEC
and shall thereafter continue in effect unless terminated as herein
provided. This Agreement may be terminated by either party hereto (without
penalty) at any time upon not less than 60 days prior written notice to the
other party hereto.
6. AMENDMENTS OF THIS AGREEMENT.
This Agreement may be amended by the parties hereto only if such amendment
is specifically approved by the Board of Trustees of the Trust and such
amendment is set forth in a written instrument executed by each of the
parties hereto.
7. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts without reference to choice of
law principles thereof and in accordance with the Investment Company Act.
In the case of any conflict, the Investment Company Act shall control.
8. COUNTERPARTS.
This Agreement may be executed by the parties hereto in counterparts, and
if executed in more than one counterpart, the separate instruments shall
constitute one agreement.
9. NOTICES. Any notice or other communication required to be given in writing
pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, (1) to the Administrator at
X.X. Xxx 0000, Xxxxxxxxx, Xxx Xxxxxx 00000-0000, Attention: Xxxxxx X.
Xxxxx, (2) to PIM at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: General Counsel.
10. ENTIRE AGREEMENT. This Agreement sets forth the agreement and understanding
of the parties hereto solely with respect to the matters covered hereby and
the relationship between PIM and Princeton Administrators L.P. as
Administrator. Nothing in this Agreement shall govern, restrict or limit
in any respect any other business dealings between the parties hereto
unless otherwise expressly provided herein.
11. NO ASSIGNMENT. This Agreement shall not be assigned by either party without
the prior written consent of the other, except that either party may assign
the agreement to another party if such assignment is to a party
controlling, controlled by or under common control with the assigning
party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PIONEER INVESTMENT MANAGEMENT, INC.
By _________________________________________________
Title: _______________________________________________
PRINCETON ADMINISTRATORS, L.P.
By _________________________________________________
Title: _______________________________________________
