ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, made as of the ____ day of July 2003
among PIONEER MUNICIPAL HIGH INCOME TRUST, a Delaware statutory trust (the
"Trust"), PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation ("PIM"),
and PRINCETON ADMINISTRATORS, L.P., a Delaware limited partnership (the
"Administrator").
WITNESSETH:
WHEREAS, the Trust is a diversified closed-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Trust and PIM are entering into a Advisory Agreement pursuant
to which PIM will provide investment advice to the Trust and be responsible for
the portfolio management of the Trust; and
WHEREAS, the Trust wishes to retain the Administrator and PIM 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. The Trust hereby retains the Administrator to
act as administrator of the Trust, subject to the supervision and
directions of 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;
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(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-CSR 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 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 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 Trustees;
(t) Provide such assistance to 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;
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(u) Respond to, or refer to PIM, the Trust's officers or transfer agent,
shareholder inquiries relating to the Trust; and
(v) Provide such certifications as the Trust shall reasonably require in
connection with the contract required under Section 303 and 901 of
the Xxxxxxxx-Xxxxx Act and the implemented regulations of the SEC.
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. Services to be provided by PIM. The Trust hereby retains PIM, subject to
the supervision and directions of the Board of Trustees of the Trust, to
provide the services set forth in Annex A.
3. Compensation of the Administrator. The Trust 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 0.07% 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
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"Registration Statement"). Compensation by the Trust 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 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.
4. No Compensation to PIM. PIM shall not be entitled to any fee under this
Agreement separate from the compensation payable under the Advisory
Agreement. PIM shall be entitled to out of pocket expenses incurred in
connection with its services under this Agreement.
5. Limitation of Liability, Indemnification.
(a) The Administrator or PIM 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. The Administrator shall obtain
prior permission of the Trust or PIM before obtaining the advice and
opinion of legal or accounting experts at the expense of the Trust,
and shall not use any counsel or accounting experts to which the
Trust or PIM shall reasonably object. The Administrator and PIM
shall be fully protected with respect to any action taken or omitted
by it in good faith in conformity with this paragraph.
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(b) The Administrator shall not be liable to the Trust or PIM, nor shall
PIM be liable to the Administrator or the Trust, for any action
taken or omitted to be taken by the Administrator or PIM, as the
case may be, in connection with the performance of any of their
respective duties or obligations under this Agreement, and Trust
shall indemnify the Administrator and PIM and hold each of them
harmless from and against all damages, liabilities, costs and
expenses (including reasonable attorneys' fees and amounts
reasonably paid in settlement) incurred by the Administrator or PIM,
as the case may be, 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 or PIM, as the case may be, in connection with the
performance of any of their respective duties or obligations under
this Agreement; provided, however, that nothing contained herein
shall protect or be deemed to protect the Administrator or PIM
against or entitle or be deemed to entitle the Administrator or PIM
to indemnification in respect of any liability to the Administrator,
PIM, the Trust or its security holders to which the Administrator or
PIM, as the case may be, 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 the Trust in advance of the final disposition of such
matter upon invoice by the Administrator or PIM, as the case may be,
and receipt by the Trust of an undertaking from the Administrator or
PIM, as the case may be, 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. As used in this
Paragraph 3, the term "PIM" shall include any affiliates of PIM
perform services for the Trust contemplated hereby, and Trustees,
offices, agents and employees of PIM or such affiliate.
6. Activities of the Administrator and PIM. The services of the Administrator
and PIM hereunder are not exclusive and nothing in this Agreement shall
limit or restrict the right of the Administrator or PIM to engage in any
other business or to render services of any kind to any
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other corporation, firm, individual or association. Each of the
Administrator and PIM shall be deemed to be an independent contractor,
unless otherwise expressly provided or authorized by this Agreement.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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 or (c) to the Trust x/x XXX xx 00 Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: General Counsel
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12. 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 among the Trust, 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.
13. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
PIONEER MUNICIPAL HIGH INCOME TRUST
By
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Title:
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PIONEER INVESTMENT MANAGEMENT, INC.
By
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Title:
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PRINCETON ADMINISTRATORS, L.P.
By
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Title:
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Annex A - Services to be provided by PIM
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