AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
This AMENDED AND RESTATED ADMINISTRATION AGREEMENT ("Agreement") is made as
of July 1, 2008, amended and restated as of November 1, 2009, and further
amended and restated as of March 5, 2012, by and between each Trust listed on
Appendix A annexed hereto (each, a "Trust"), each a Delaware statutory trust,
and Pioneer Investment Management, Inc., a Delaware corporation (the
"Administrator").
WHEREAS, each Trust is a registered management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust wishes to engage the Administrator to provide certain
administrative services listed in Appendix B annexed hereto to each Trust with
respect to the series of the Trust designated in Appendix A annexed hereto from
time to time (the "Funds"); and the Administrator is willing to furnish such
services on the terms and conditions hereinafter set forth; and
WHEREAS, the Administrator has entered into an agreement with Xxxxx Brothers
Xxxxxxxx & Co. ("BBH") pursuant to which BBH will act as a sub-administrator to
the Administrator (as amended from time to time, the "BBH Agreement") and to
which each Trust has joined as a party solely for the purposes specified
therein;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed as follows:
1. Each Trust hereby engages the Administrator to provide and perform the
administrative services listed on Appendix B annexed hereto (as such Appendix
may be revised from time to time by agreement of the parties) with respect to
each Fund, except that it is understood that the Administrator has entered into
the BBH Agreement, with the approval of the Trusts' Boards of Trustees (the
"Board"), to perform certain accounting an other services listed in Appendix B
and, for the closed-end Funds, certain additional services specified in the BBH
Agreement, for the period and on the terms set forth in this Agreement. The
Administrator accepts such engagement and agrees to render the services herein
set forth, for the compensation herein provided.
2. Subject to the direction and control of the Board, the Administrator
shall perform the administrative services listed on Appendix B, except as
otherwise provided in the BBH Agreement with respect to the performance of
accounting and other services to be provided by BBH. In no event shall the
Administrator be deemed to have assumed any duties with respect to, or be
responsible for, the distribution of the shares of any Fund, nor shall the
Administrator be deemed to have assumed, or have any responsibility with
respect to, functions specifically assumed by any investment adviser, transfer
agent, fund accounting agent, custodian, shareholder servicing agent or other
agent, in each case directly employed by a Trust or a Fund to perform such
functions. With respect to the legal services listed in Appendix B, it is
recognized that such legal services are provided for the benefit of the Funds
in conjunction with legal services separately provided to the Funds by their
counsel, and nothing in this Agreement shall cause the Administrator to be
responsible for the fees and disbursements of counsel to the Funds.
3. With the Board's approval, BBH has been employed by the Administrator to
provide sub-administrative services to the Trust as provided in the BBH
Agreement. Subject to the Board's approval, the Administrator may employ one or
more other service providers, including affiliates of the Administrator, to
provide certain of the services to be provided by the Administrator under this
Agreement, by entering into a written agreement with each such entity on such
terms as the Administrator determines to be necessary, desirable or
appropriate, provided that in each case such contracts are entered into in
accordance with all applicable requirements of the 1940 Act. Except as
otherwise provided in paragraph 9, each Trust agrees that the Administrator
shall not be accountable to the Trust or any Fund or any Fund's shareholders
for any loss or other liability arising out of any error or omission by BBH or
any such other service provider. The Administrator will cooperate with any Fund
or Funds in the event that such Fund or Funds seek to assert against BBH claims
arising from the performance by BBH of its services under the BBH Agreement,
and acknowledges the Funds' status as named beneficiaries under the BBH
Agreement.
4. Each Trust shall furnish to the Administrator such documents and
information as may be necessary or appropriate to enable the Administrator to
perform its duties hereunder and with such other documents and information with
regard to each Fund's affairs as the Administrator may from time to time
reasonably request.
5. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Administrator hereby agrees that any records that it maintains hereunder for
any Fund are the property of the Fund, and further agrees to surrender promptly
to the Fund any of such records upon the Fund's request. The Administrator
further agrees to arrange for the preservation of any of such records required
to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by
Rule 31a-2 under the 1940 Act.
6. The Administrator shall supply the Board and the officers of each Trust
with all information and reports reasonably required by them and reasonably
available to the Administrator relating to the services provided by the
Administrator hereunder.
7. (a)(i) As compensation for the services performed by the Administrator
under this Agreement, each Fund shall reimburse the Administrator its pro rata
share, based on the Fund's average daily net assets (or the Fund's average
daily managed assets if so set forth on Appendix A hereto), of the
Administrator's costs of providing the services hereunder, provided that the
costs attributed to services being provided by BBH or any other third party
shall be reduced accordingly. In determining the Administrator's costs of
providing services hereunder, personnel-related costs associated with the
Administrator's legal, compliance and fund accounting, administration and
controllership ("FAACS") services shall be allocated in accordance with
prescribed allocation percentages reviewed by the Board from time to time. On a
quarterly basis, the Administrator will provide the Board with information
comparing the Administrator's actual costs of providing services hereunder and
the budgeted amount of such costs to the Funds.
2
(ii) The Administrator and each Fund agree that the Administrator and the
Board will review at least annually a budget as to the costs relating to the
provision of services by the Administrator hereunder, which budget shall
include the allocation percentages applicable to personnel-related costs
associated with the Administrator's legal, compliance and FAACS services. Such
budgeted costs and/or such allocation percentages also will be reviewed at
other times should the budgeted costs or the circumstances affecting the
allocation percentages, as the case may be, change materially. In connection
with each review, the Administrator will provide the Board with such
information as the Board may reasonably request.
(iii) Each Fund shall pay amounts due from it hereunder as promptly as
possible after the last day of each month. If this Agreement is terminated with
respect to any Fund as of any date not the last day of the month, such Fund
shall pay amounts due from it hereunder as promptly as possible after such date
of termination.
(b) The Administrator shall furnish all facilities and personnel necessary
for performing the Administrator's services hereunder and shall furnish to each
Trust office space in the offices of the Administrator or in such other place
as may be agreed upon from time to time. The Administrator shall pay directly
or reimburse each Trust for all expenses not hereinafter specifically assumed
by the Trust where such expenses are incurred by the Administrator or by the
Trust in connection with the management of the affairs of, and the investment
and reinvestment of the assets of, the Trust. Each Trust, on behalf of each
Fund that is a series of 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
a Fund's investment adviser (the "Manager") 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 investment
adviser, administrator, custodian, transfer agent, plan agent, dividend
disbursing agent, registrar or any other agent 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, any expenses in connection with any preferred shares or other
form of leverage, 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 Board of Trustees' (the "Board", and each Board
member, a "Trustee") 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) any fees paid by the Trust in accordance with Rule
12b-1 promulgated by the Securities and Exchange Commission (the "Commission")
pursuant to the 1940 Act; (x) compensation of those Trustees of the Trust who
are not affiliated with, or "interested persons" (as defined in the 0000 Xxx)
of, the Manager, the Trust (other than as Trustees), Pioneer Investment
Management USA Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of
preparing and printing share certificates; (xii) any fees and other expenses of
listing the Trust's shares on the New York Stock Exchange, American Stock
Exchange or any other national stock exchange, (xiii) interest on borrowed
money, if any; (xiv) fees payable by the Trust under management agreements and
under this Agreement; and (xv) extraordinary
3
expenses. Each Trust shall also assume and pay any other expense that the
Trust, the Manager or any other agent of the Trust may incur not listed above
that is approved by the Board (including a majority of the independent
Trustees) as being an appropriate expense of the Trust. Each Trust shall pay
all fees and expenses to be paid by the Trust under the BBH Agreement. In
addition, each Trust, on behalf of each Fund that is a series of the Trust,
agrees to pay all brokers' and underwriting commissions chargeable to the Trust
in connection with securities transactions to which the Fund is a party.
8. The Administrator assumes no responsibility under this Agreement other
than to render the services called for hereunder, in good faith, and shall not
be liable for any error of judgment or mistake of law, or for any act or
omission in the performance of the services, provided that nothing in this
Agreement shall protect the Administrator against any liability to a Fund to
which the Administrator otherwise would 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 obligations and duties hereunder. As
used in paragraph 9 and paragraph 10, the term "Administrator" shall include
any affiliates of the Administrator performing services for a Trust or any Fund
pursuant to this Agreement and the partners, shareholders, directors, officers
and employees of the Administrator and such affiliates.
9. Each Fund separately shall indemnify and hold the Administrator harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by the Administrator resulting from or arising out of the
provision of the Administrator's services, provided that this indemnification
shall not apply to actions or omissions of the Administrator, its officers or
employees resulting from or arising out of its or their own willful
misfeasance, bad faith or gross negligence. The Administrator shall indemnify
and hold each Fund harmless from all loss, cost, damage and expense, including
reasonable fees and expenses for counsel, incurred by a Fund resulting from or
arising out of the Administrator's, or its officers' or employees' own willful
misfeasance, bad faith or gross negligence.
10. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Administrator who may also be a Trustee,
officer, or employee of a Trust or any Fund to engage in any other business or
to devote his time and attention in part to the management or other aspects of
any other business, whether of a similar nature or a dissimilar nature, nor to
limit or restrict the right of the Administrator to engage in any other
business or to render services of any kind, including investment advisory and
management services, to any other fund, firm, individual or association.
11. For purposes of this Agreement, a Fund's "net assets" shall be
determined as provided in the Fund's then-current Prospectus and Statement of
Additional Information, and references to the "1940 Act" shall include any
rule, regulation or applicable exemptive order of the Securities and Exchange
Commission (the "SEC") thereunder and the interpretive guidance with respect to
the 1940 Act by the SEC or its staff. "Managed assets" means (a) the total
assets of a Trust, including any form of investment leverage, minus (b) all
accrued liabilities incurred in the normal course of operations, which shall
not include any liabilities or obligations attributable to investment leverage
obtained through (i) indebtedness of any type (including, without limitation,
borrowing through a credit facility or the issuance of debt securities),
(ii) the issuance of preferred stock or other similar preference securities,
and/or (iii) any other means. The liquidation preference on any preferred
shares is not a liability.
4
12. This Agreement will become effective with respect to each Fund on the
date first above written or such later date set forth opposite the Fund's name
on Appendix A annexed hereto, provided that it shall have been approved by the
applicable Trust's Board, and, unless sooner terminated as provided herein,
will continue in effect for each Fund designated on Appendix A on the date
hereof until December 31, 2012, and for each Fund added to Appendix A
hereafter, until the date specified in Appendix A. Thereafter, if not
terminated, this Agreement shall continue in effect with respect to each Fund
for successive one-year terms, so long as each such term is approved by the
Board.
13. This Agreement is terminable with respect to any Fund (i) without
penalty, by the Board or (ii) by the Administrator upon not less than 90 days'
written notice to the applicable Trust. This Agreement may be terminated with
respect to one or more Funds without affecting the validity of this Agreement
with respect to any other Fund designated on Appendix A.
14. The Administrator agrees that for services rendered to each Fund, or for
any claim by it in connection with the services rendered to the Fund under this
Agreement, it shall look only to assets of the Fund for satisfaction and that
it shall have no claim against the assets of any other portfolios of any Trust.
The undersigned officer of the Trusts has executed this Agreement not
individually, but as an officer under each Trust's Declaration of Trust and the
obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Trusts individually.
15. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
16. This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. Should any part of this Agreement be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding on and shall inure to the benefit of the parties hereto and their
respective successors.
17. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
18. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
19. This Agreement amends and restates in its entirety the prior
administration agreement in effect for each Trust and Fund.
[signature page to follow]
5
IN WITNESS WHEREOF, the parties thereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
THE PIONEER TRUSTS LISTED ON
APPENDIX A
On behalf of the Funds named
therein
By:
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Treasurer
PIONEER INVESTMENT MANAGEMENT, INC.
By:
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Financial Officer
6
APPENDIX A
(UPDATED AS OF MARCH 5, 2012)
OPEN-END FUNDS
TRUST FUND EFFECTIVE DATE/INITIAL TERM DATE
----- ------------------------------------- --------------------------------
Pioneer Bond Fund Pioneer Bond Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Emerging Markets Fund Pioneer Emerging Markets Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Equity Income Fund Pioneer Equity Income Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Equity Opportunity Fund Pioneer Equity Opportunity Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Fund Pioneer Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer High Yield Fund Pioneer High Yield Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Ibbotson Asset Allocation
Series
Pioneer Ibbotson Aggressive Effective Date: July 1, 2008
Allocation Fund Initial Term: July 1, 2008-
December 31, 2009
Pioneer Ibbotson Conservative Effective Date: July 1, 2008
Allocation Fund Initial Term: July 1, 2008-
December 31, 2009
Pioneer Ibbotson Growth Allocation Effective Date: July 1, 2008
Fund Initial Term: July 1, 2008-
December 31, 2009
Pioneer Ibbotson Moderate Allocation Effective Date: July 1, 2008
Fund Initial Term: July 1, 2008-
December 31, 2009
Pioneer Independence Fund Pioneer Independence Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Mid Cap Value Fund Pioneer Mid Cap Value Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Money Market Trust Pioneer Cash Reserves Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 0000
X-0
Xxxxxxx Xxxx Xxxxxx Shares Pioneer Real Estate Shares Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Research Fund Pioneer Research Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Series Trust I Pioneer Oak Ridge Large Cap Growth Effective Date: July 1, 2008
Fund Initial Term: July 1, 2008-
December 31, 0000
Xxxxxxx Xxx Xxxxx Small Cap Growth Effective Date: July 1, 2008
Fund Initial Term: July 1, 2008-
December 31, 2009
Pioneer Select Mid Cap Growth Fund Effective Date: May 15, 2009
Initial Term: May 15, 2009-
December 31, 2010
Pioneer Series Trust II Pioneer AMT-Free Municipal Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Growth Opportunities Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Series Trust III Pioneer Cullen Value Fund Initial Term: July 1, 2008-
December 31, 2009
Pioneer Series Trust IV Pioneer Classic Balanced Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Government Income Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Multi-Asset Income Fund Effective Date: September 28, 2011
Initial Term: September 28, 2011-
December 31, 2012
A-3
Pioneer Series Trust V
Pioneer Global Equity Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer High Income Municipal Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Disciplined Growth Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Disciplined Value Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Series Trust VI Pioneer Floating Rate Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Multi-Asset Real Return Fund Effective Date: March 5, 2010
Initial Term: March 5, 2010-
December 31, 2011
Pioneer Series Trust VII
Pioneer Global High Yield Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Global Aggregate Bond Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Series Trust VIII Pioneer International Value Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
A-4
Pioneer Series Trust IV Pioneer Absolute Return Effective Date: March 8, 2011
Initial Term: March 8, 2011-
December 31, 2012
Pioneer Absolute Return Credit Fund Effective Date: March 8, 2011
Initial Term: March 8, 2011-
December 31, 2012
Pioneer Fundamental Growth Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Multi-Asset Floating Rate Fund Effective Date: March 8, 2011
Initial Term: March 8, 2011-
December 31, 2012
Pioneer Short Term Income Fund Pioneer Short Term Income Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Strategic Income Fund Pioneer Strategic Income Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Value Fund Pioneer Value Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Variable Contracts Trust Pioneer Bond VCT Portfolio Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Cullen Value VCT Portfolio Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Emerging Markets VCT Portfolio Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Equity Income VCT Portfolio Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
Pioneer Fund VCT Portfolio Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
A-5
Pioneer Growth Opportunities VCT Effective Date: July 1, 2008
Portfolio Initial Term: July 1,
2008-December 31, 2009
Pioneer High Yield VCT Portfolio Effective Date: July 1, 2008
Initial Term: July 1,
2008-December 31, 2009
Pioneer Ibbotson Growth Allocation Effective Date: July 1, 2008
VCT Portfolio Initial Term: July 1,
2008-December 31, 2009
Pioneer Ibbotson Moderate Allocation Effective Date: July 1, 2008
VCT Portfolio Initial Term: July 1,
2008-December 31, 2009
Pioneer Mid Cap Value VCT Portfolio Effective Date: July 1, 2008
Initial Term: July 1,
2008-December 31, 2009
Pioneer Real Estate Shares VCT Effective Date: July 1, 2008
Portfolio Initial Term: July 1,
2008-December 31, 2009
Pioneer Strategic Income VCT Portfolio Effective Date: July 1, 2008
Initial Term: July 1,
2008-December 31, 2009
CLOSED-END FUNDS*
TRUST EFFECTIVE DATE/INITIAL TERM DATE
----- -------------------------------------
Pioneer Diversified High Income Trust Effective Date: November 1, 2009
Initial Term: November 1,
2009-December 31, 2009
Pioneer Floating Rate Trust Effective Date: November 1, 2009
Initial Term: November 1,
2009-December 31, 2009
A-6
Pioneer High Income Trust Effective Date: November 1, 2009
Initial Term: November 1,
2009-December 31, 2009
Pioneer Municipal High Income Trust Effective Date: November 1, 2009
Initial Term: November 1,
2009-December 31, 2009
Pioneer Municipal High Income Effective Date: November 1, 2009
Advantage Trust Initial Term: November 1,
2009-December 31, 2009
* The Fund reimburses the Administrator its pro rata share, based on the
Fund's average daily managed assets, of the Administrator's costs of
providing the services under this Agreement.
A-7
Appendix B
ADMINISTRATION AGREEMENT
Accounting Services
Fund Accounting
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
Shareholder Reporting and Audit Liaison
. Prepare and file (via XXXXX) shareholder reports required by Rule 30e-1
under the 1940 Act and reports on Forms N-CSR, N-Q and N-SAR as required
by Rules 30d-1 and 30b-1 under the 1940 Act
. Manage the Funds' audit processes to ensure timely completion of
financial statements and shareholder reports
. Prepare reports related to advisory contract renewals for the Trustees'
review, as well as other materials that any Board may request from time
to time
. Provide financial information for prospectus updates and other
regulatory filings
. Prepare and furnish the Funds with performance information (including
yield and total return information) calculated in accordance with
applicable U.S. securities laws and report to external entities such
information
Pricing and Corporate Actions
. Ensure accuracy and timeliness of prices supplied by external sources to
be used in daily valuations of all security positions held by each Fund
. Support corporate actions and bankruptcy proof of claim analyses
. Validate and communicate class action and bankruptcy proof of claim
information
. Present periodic valuation reports to Funds' Boards
Systems and Administration
. Provide direction, supervision and administrative support to all Fund
Accounting, Administration and Controllership (FAACS) teams providing
Accounting Services hereunder
. Provide systems support to users of Fund accounting and portfolio
pricing software, and manage relationships with applicable software and
hardware vendors
. Develop and maintain applications and systems interfaces for FAACS teams
Controllership Services
. Manage Fund expense payment cycles (e.g., timeliness and accuracy of
payments, allocation of costs among Funds)
. Coordinate and standardize Fund expense accruals and budgeting
. Provide expense reports as required
. Compile daily reports of shareholder transactions from all sources for
entry into Fund books
. Provide daily reconciliation of receivable, payable and share accounts
between Funds' records and sources of shareholder transactions
. Manage the daily process to minimize "as of" gains and losses to Funds
. Communicate daily Fund prices
. Provide information and consultation on financial matters relating to
the Funds including, without limitation, dividend distributions, expense
pro formas, expense accruals and other matters
Tax Services
. Manage the Funds' federal, state and applicable local tax preparation
and reporting
. Prepare fiscal and excise tax distribution calculations
. Prepare and file federal, state and any local income tax returns,
including tax return extension requests
. Prepare shareholder year-end reporting statements
. Provide the appropriate amounts and characterization of distributions
declared during the calendar year for Forms 1099 and similar reporting
. Periodically review and determine distributions to be paid to
shareholders pursuant to Sub Chapter M requirements
. Consult with the Funds' Treasurer on various tax issues as they arise
and with the Funds' auditors when appropriate
B-2
ADMINISTRATION AGREEMENT
Legal Services
Registration Statements, Proxy Statements and Related Securities and Exchange
Commission ("SEC") Filings
. Maintain SEC filing calendar for the Funds' Registration Statement
filings
. Prepare and file (via XXXXX) amendments to the Funds' Registration
Statements, including preparing prospectuses and statements of
additional information (SAIs)
. Prepare and file (via XXXXX) supplements to the Funds' prospectuses and
registration statements
. Prepare and file (via XXXXX) Fund proxy statements; provide consultation
on proxy solicitation matters (i.e., with regard to the solicitation and
tabulation of proxies in connection with shareholder meetings; the
coordination of the printing and distribution of proxy materials, etc.)
. Review comments from the SEC on Fund registration statements and proxy
statement filings and contribute to the preparation of responses to such
comments
. Conduct and manage use of software utilized to aid in maintaining
content of disclosure in Fund prospectuses and SAIs, including related
language database
. Prepare and file (via XXXXX) Rule 24f-2 Notices
. SEC Electronic Filing (XXXXX) Responsibilities
. Maintain and develop enhancements to Pioneer's XXXXX-related systems
and procedures, including contingency planning
. Maintain XXXXX related databases and document archives
. Liaise with third party XXXXX agents when necessary
Blue Sky Administration (State Registration)
. Principal liaison with Blue Sky vendor (the fees and expenses of which
are charged separately to the applicable Funds)
. Coordinate SEC filing schedule and Fund documentation with Blue Sky
vendor
. Monitor status of state filings with Blue Sky vendor
. Transfer Agent coordination
. Review Blue Sky vendor statements and invoices
. Conduct Blue Sky vendor due diligence, as appropriate
B-3
. Hiring oversight
. In-person meetings
. Independent audit of services
Shareholder Report Review and Support
. Review annual and semi-annual shareholder reports, including review of
text of footnotes, as well as management's discussion of Fund
performance, Trustee and officer background information and other
non-financial statement aspects of reports
. Provide consulting to FAACS in meeting regulatory requirements
applicable to financial statements
. With Fund counsel and FAACS, review comments from the SEC on Fund
financial statement filings and assist in the preparation of responses
to such comments
Corporate Secretarial and Governance Matters
. Maintain general calendar for Trustee meetings (including meetings of
committees of Boards); track items that require annual or other periodic
review and/or approval by Trustees; coordinate meeting presentations
. Maintain awareness of regulatory changes and track compliance dates with
respect thereto
. Prepare agenda and background materials for Trustee and Board committee
meetings (i.e., memoranda, proposed resolutions), attend meetings,
prepare minutes and follow up on matters raised at meetings
. Review draft materials and coordinate review by Trustees and external
personnel (i.e., Fund counsel and auditors)
. Produce and distribute materials to Trustees and other meeting attendees
. Oversee vendors and technology that facilitate assembly, production and
distribution of Trustee materials
. Attend and assist in coordination of shareholder meetings
. Monitor fidelity bond and directors' and officers' errors and omissions
policies and make required filings with the SEC; act as principal
liaison with Funds' insurance carriers and agents; coordinate amendments
to and annual renewals of policies and coverage, including completion of
materials for Board consideration
. Maintain Fund records required by Section 31 of the 1940 Act and the
rules thereunder, except those records that are either the
responsibility of the Fund's Manager under the management agreements
with the Funds or otherwise are maintained by the Funds' other service
providers (e.g., subadviser, custodian, transfer agent)
. Maintain corporate records on behalf of the Funds, including, but not
limited to, copies of minutes, contracts and Trustee meeting materials
B-4
Miscellaneous Services
. Preparation and filing of the Funds' Form N-SAR, Form N-CSR, Form N-Q
and Form N-PX filings
. Prepare and make Section 16 filings on behalf of the officers and
Trustees of the closed-end Funds
B-5
ADMINISTRATION AGREEMENT
Compliance Services
. Assist the Funds in responding to routine and non-routine regulatory
inquiries, examinations and investigations
. Provide consultation on regulatory matters relating to Fund operations
and any potential changes in the Funds' investment policies, operations
or structure
. Develop or assist in developing guidelines and procedures to improve
overall compliance by the Funds and their various agents
. Oversee implementation and testing of the Funds' compliance-related
policies and procedures
B-6
